TCR_Public/030218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 18, 2003, Vol. 7, No. 34

                           Headlines

A NOVO BROADBAND: Gets Final Nod to Use Lender's Cash Collateral
ADMIRAL CBO: S&P Lowers and Affirms CC/BB Note Classes' Ratings
ADVANCE AUTO PARTS: S&P Affirms Corporate Credit Rating at BB-
AES: Completes $173MM Sale of Two Aussie Generation Businesses
ALABAMA REASSURANCE: S&P Cuts Ratings to BBpi on Weak Liquidity

ALLEGHENY ENERGY: Bank Lenders Extend Waivers to Feb. 21
AMERICAN COMMERCIAL: Hires Baker & Daniels as Bankruptcy Counsel
ANC RENTAL: Pushing for Approval of IBM I.T. Services Agreement
ATCHISON CASTING: Dec. 31 Working Capital Deficit Tops $77 Mill.
ATSI COMMS: Bringing-In Martin Siedler as Bankruptcy Attorneys

BGF INDUSTRIES: Closes on $10-Million Bridge Loan with CIT Unit
BUDGET GROUP: Deutsche Bank AG Discloses 5.2% Equity Stake
BURLINGTON INDUSTRIES: Files Chapter 11 Reorg. Plan in Delaware
CANNON EXPRESS: Negotiates Long-Term Debt Payments Restructuring
CEDAR BRAKES: Fitch Downgrades Senior Secured Debt Ratings to B

CENTRAL GARDEN: Improved Financials Spur S&P to Up Rating to BB
CHARTER COMMS: Billions of Dollars of Debt to Restructure
CLAYTON HOMES: Posts Preliminary Operating Results for January
COMDISCO INC: Redeems $75 Mil. of 11% Subordinated Secured Notes
CONSECO FINANCE: Court Okays Bridge Associates as Crisis Manager

CONSECO INC: Gets Nod to Hire Lazard Freres as Investment Banker
CORRPRO COS.: Dec. 31 Working Capital Deficit Widens to $17 Mil.
CRESCENT REAL: David Sherman Resigns from Trust Managers' Board
CROWN CORK: S&P Ups Rating to BB- Citing Improved Fin'l Profile
DESA HOLDINGS: Wants Court to Extend Exclusivity through May 15

DICE INC: Files Prepackaged Chapter 11 Case in S.D.N.Y.
DICE INC: Case Summary & 20 Largest Unsecured Creditors
DYNEGY INC: Amends 2001 Form 10-K to Restate Financials
ENCOMPASS SERVICES: Court Clears National Union Settlement Pact
ENRON CORP: Fee Committee Wins Nod to Hire 2 Assistant Analysts

EXIDE TECHNOLOGIES: Reports Improved Operational Results in Q3
FAIRFAX FIN'L: Fitch Places Several Ratings on Watch Negative
GENTEK INC: Earns Go-Signal to Implement Key Employee Programs
GLOBAL CROSSING: Seeks Court Nod for Cisco Settlement Agreement
HAUSER INC: Voluntary Filing for Chapter 11 Protection Likely

HAYES LEMMERZ: Court OKs Payment of $1.6MM Exit Financing Costs
HERITAGE PRESS: Case Summary & 20 Largest Unsecured Creditors
IFCO SYSTEMS: Appoints Messrs. Brade, Heijmen and Moon to Board
INTEGRATED HEALTH: Court Approves 2nd Amendment to DIP Financing
INT'L TOTAL SERVICES: EDNY Court Confirms Plan of Liquidation

INTERWAVE COMM: Undertakes Internal Management Reporting Changes
IT GROUP: Court Further Extends Exclusivity Until April 14, 2003
KAISER ALUMINUM: Futures Rep. Brings-In Young Conaway as Counsel
KMART CORP: Inks Joint Marketing Agreement with Kimco Realty
KMART CORP: Wants to Pull Plug on Global Sports E-Commerce Pact

LASERSIGHT INC: Fails to Maintain Nasdaq Listing Requirements
LERNOUT & HAUSPIE: Court Allows Committee to Propose a Plan
LTV CORP: Judge Bodoh to Consider Exclusivity Extension Today
LTX CORP: S&P Revises Outlook to Negative Over Liquidity Issues
MACKIE DESIGNS: Extends Sun Transaction Closing to February 21

MAXXIM MEDICAL: Wants to Pay Critical Vendors' $5 Mil. Claims
METROMEDIA FIBER: Goldman Sachs Discloses 5.8% Equity Stake
METROMEDIA INT'L: AMEX Intends to Proceed with Delisting Action
MISSISSIPPI CHEMICAL: Working Capital Deficit Stands at $43 Mil.
NASH-FINCH COMPANY: Defaults on 8-1/2% Senior Subordinated Notes

NASH-FINCH: S&P Slashes Corporate Credit Rating to Junk Level
NAT'L CENTURY: William O'Donnell Resigns from Creditor Committee
NATIONAL STEEL: Dec. 31 Net Capital Deficit Balloons to $905MM
NATIONSRENT INC: Court Approves Amended Disclosure Statement
NAVISTAR INT'L: Loss from Continuing Operations Beats Consensus

NORTEL NETWORKS: Clinches $750-Million Support Facility with EDC
ON SEMICONDUCTOR: Issuing $200-Million of Senior Secured Notes
PETROLEUM GEO-SERVICES: Pays Bond Interest Within Grace Period
PG&E CORP: Will Webcast Q4 and Year-End 2002 Results on Feb. 27
POLAROID CORP: Wants Nod to Hire Ernst & Young as Tax Advisors

PRIME GROUP: Terminates Andersen's Lease at IBM Plaza in Chicago
PROLOGIC MANAGEMENT: External Auditors Air Going Concern Doubt
PROVIDIAN FINANCIAL: Wellington Mgt. Reports 5.06% Equity Stake
RAND MCNALLY: Files Prepackaged Chapter 11 Plan in N.D. Illinois
ROWECOM: Turns to Development Specialists for Financial Advice

SEITEL INC: Noteholder Standstill Pact Extended to Feb. 28
SHELDAHL INC: Court Okays Nassau as Longmont Property Broker
SOFAME TECH.: Has Until March 31 to File Proposal Under BIA
SONIC FOUNDRY: Working Capital Deficit Widens to $3MM at Dec. 31
STRUCTURED ASSET: Fitch Hatchets Ratings on Classes 2B4 & 2B5

TANGRAM ENTERPRISE: Q4 Results Swing-Down to $1.2MM in Net Loss
TANGRAM ENT.: Restructures $3-Million Revolver with Safeguard
UNITED AIRLINES: Flight Attendants Worried about Increased Cuts
UNITED AIRLINES: Earns Nod to Hire Huron as Workout Consultant
UNITED AUSTRALIA: S.D.N.Y. Court Approves Disclosure Statement

UNITED HERITAGE: Seeking New Financing to Continue Operations
U.S. HOME & GARDEN: Dec. 31 Balance Sheet Upside-Down by $4.3MM
US INDUSTRIES: Fitch Assigns B Rating to 11.25% Sr. Sec. Notes
VELOCITA CORP: Secures Exclusivity Extension Until April 24
VIADOR: Sets Special Shareholders' Meeting for March 17, 2003

WARNACO GROUP: Bank of Nova Scotia Discloses 9.79% Equity Stake
WISER OIL: Will Host Q4 Earnings Conference Call on Thursday
WORLDPORT: W.C.I. Terminated Tender Offer for Outstanding Shares

* Sheppard Mullin Opens Office in Washington, D.C. on Feb. 15
* Weil, Gotshal & Manges LLP Opens Office in Austin, Texas

* Large Companies with Insolvent Balance Sheets

                           *********

A NOVO BROADBAND: Gets Final Nod to Use Lender's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of final approval to A Novo Broadband, Inc.'s request to use
Silicon Valley Bank's cash collateral to finance ongoing
operations while under chapter 11 protection.

The Court finds that continued use of the lender's cash
collateral is necessary, essential and appropriate for the
continued operation of the Debtor's business and the management
and preservation of its assets.

To adequately protect the Lender's security interest in the
Prepetition Collateral, the Lender is granted postpetition liens
on and security interests in all presently owned and hereafter-
acquired property, assets, and rights, of any kind or nature, to
the extent of any postpetition diminution in value of the
Prepetition Collateral.

Any and all Cash Collateral held or received by the Debtor will
be collected, received, maintained and segregated in a debtor-
in-possession operating account maintained with the Lender.  The
Debtor is permitted to use Cash Collateral solely in the
ordinary course of business, and not in excess of 110% of the
aggregate amount set forth in the Budget:

                              7-Feb      14-Feb       21-Feb
                              -----      ------       ------
    Beginning Cash           $817,952   $754,411     $857,903
    Accounts Receivable       320,059     320,059     301,963
    Total Disbursements       383,600     216,567     413,600
    Ending Cash               754,411     857,903     746,266

                              28-Feb      7-Mar       14-Mar
                              ------      -----       ------
    Beginning Cash            746,266     658,703     586,066
    Accounts Receivable       301,963     290,963     290,963
    Total Disbursements       389,525     383,600     216,355
    Ending Cash               658,703     566,066     640,674

                              21-Mar      28-Mar      4-Apr
                              ------      ------      -----
    Beginning Cash            640,674     527,085     437,783
    Accounts Receivable       300,011     300,011     304,011
    Total Disbursements       413,600     389,313     383,600
    Ending Cash               527,085     437,783     358,194

                              11-Apr
                              ------
    Beginning Cash            358,194
    Accounts Receivable       304,011
    Total Disbursements       216,144
    Ending Cash                44,061

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


ADMIRAL CBO: S&P Lowers and Affirms CC/BB Note Classes' Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, B-1, and B-2 notes issued by Admiral CBO
(Cayman) Ltd., an arbitrage CBO transaction originated in August
1999, and managed by Delaware Investment Advisors.

At the same time, the ratings are removed from CreditWatch with
negative implications, where they were placed on Jan. 27, 2003.
In addition, the rating on the class C notes is affirmed.
Standard & Poor's has reviewed the transaction several times
since origination, and rating actions were taken in August 2001,
April 2002, and September 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the ratings were lowered in September 2002. These factors
include continuing par erosion of the collateral pool securing
the rated notes, a negative migration in the overall credit
quality of the assets, and a decline in the weighted average
coupon generated by the performing assets within the collateral
pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the September 2002 rating action.
According to the Feb. 3, 2002 monthly report, the class A
overcollateralization ratio was at 104.96%, versus the minimum
required ratio of 127% (compared to a ratio of 115.66% at the
time of the September 2002 rating action); the class B
overcollateralization ratio was at 87.89%, versus its required
minimum ratio of 111.0% (compared to a ratio of 97.32% at the
time of the September 2002 rating action); and the class C
overcollateralization ratio was at 82.40%, versus its required
minimum ratio of 100.0% (compared to a ratio of 91.37% at the
time of the September 2002 rating action).Following a mandatory
redemption of $5,140,437.11 to the class A-1 notes on the Feb.
12, 2003 payment date, the class A, B, and C
overcollateralization ratios increased to approximately 106.2%,
88.56%, and 82.91%, respectively. However, these are
significantly reduced from the effective date class A, B, and C
overcollateralization ratios of approximately 137.55%, 116.75%,
and 109.94%, respectively.

The credit quality of the collateral pool has deteriorated since
the September 2002 rating action. Including defaulted assets,
30.14% of the assets in the portfolio currently come from
obligors rated 'CCC+' or below, and 17.56% of the performing
assets come from obligors with ratings on CreditWatch negative.
Standard & Poor's Trading Model test, a measure of the amount of
credit quality in the current portfolio to support the ratings
assigned to the liabilities, is currently out of compliance.

In addition, the weighted average coupon generated by the assets
in the portfolio has also declined. As of the Feb. 3, 2003
monthly report, the weighted average coupon is at 10.08%, versus
the minimum required 10.25%.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Admiral CBO (Cayman) Ltd., to determine
the level of future defaults the rated tranches can withstand
under various stressed default timing and interest rate
scenarios, while still paying all of the rated interest and
principal due on the notes. After the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings currently assigned to the class A and B notes were
no longer consistent with the amount of credit enhancement
available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings reflect the amount of
credit enhancement available.

       Ratings Lowered and Removed from Creditwatch Negative

                     Admiral CBO (Cayman) Ltd.

                      Rating
           Class    To       From             Balance (mil. $)
           A-1      AA       AAA/Watch Neg            148.267
           A-2      BB+      BBB+/Watch Neg              47.5
           B-1      CC       CCC-/Watch Neg              14.0
           B-2      CC       CCC-/Watch Neg              25.0

                          Rating Affirmed

                     Admiral CBO (Cayman) Ltd.

                Class   Rating    Balance (mil. $)
                C       CC                   16.0


ADVANCE AUTO PARTS: S&P Affirms Corporate Credit Rating at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on Advance Auto Parts Inc. and its primary
operating subsidiary, Advance Stores Co. Inc. At the same time,
Standard & Poor's revised its outlook on these entities to
positive from stable.

Approximately $773 million of the Roanoke, Virginia-based
company's debt is affected by this action.

"The outlook revision is based on Advance's improved operating
performance in 2002 and our view that the company will utilize
free cash flow to reduce leverage in future years," said
Standard & Poor's credit analyst Patrick Jeffrey. "The proposed
$350 million of additional bank debt, which will be an add-on to
the company's existing senior secured bank loan, will be used to
refinance the majority of its subordinated debt and senior
discount notes. The refinancing should result in lower interest
expense for the company and a greater ability to reduce
leverage."

Standard & Poor's also said that Advance's improved operations
in recent years and strategy to reduce leverage should result in
continued improvement of credit protection measures. A ratings
upgrade would be considered over the next 12 months if the
company continues to demonstrate significant free cash flow
generation, improved operating efficiencies, and success in
integrating the Discount Auto Parts stores.

Advance achieved strong same-store sales increases of 5.5% in
2002 and 6.2% for fiscal 2001. Lease-adjusted operating margins
improved to 15% in 2002 from about 9% in 1999 as Advance has
benefited from remerchandising initiatives in its stores,
improved distribution, and better purchasing through increased
scale.


AES: Completes $173MM Sale of Two Aussie Generation Businesses
--------------------------------------------------------------
The AES Corporation (NYSE:AES) completed the sale of two
Australian generation businesses in transactions valued at
approximately $173 million.

AES completed the sale of AES Mt Stuart, a 288MW kerosene-fired
peaking generation business in Queensland to Origin Energy
Limited, on January 22, 2003.  On February 14, 2003, AES
completed the sale of AES Ecogen Energy, which consists of the
510MW Newport and 450MW Jeeralang gas-fired generation plants in
Victoria, to Babcock & Brown, Prime Infrastructure Group and
Development Australia Fund.

The combined net equity proceeds (after expenses) from these
sales is approximately $59 million.

Paul Hanrahan, President and Chief Executive Officer, stated,
"The sale of these two AES businesses in Australia is yet
another notable accomplishment for our asset sales program. We
are pleased with the value we have received for them and believe
the premium reflects the high quality of these businesses. We
continue to make progress on the sale of other non-strategic
assets as we focus on strengthening our balance sheet."

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

The company's generating assets include interests in 173
facilities totaling over 55 gigawatts of capacity, in 32
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit the Company's Web site at
http://www.aes.com

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $2 billion, and a total
shareholders' equity deficit of about $341 million.

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


ALABAMA REASSURANCE: S&P Cuts Ratings to BBpi on Weak Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Alabama Reassurance
Co., Inc., to 'BBpi' from 'BBBpi'.

"The rating action reflects the company's weak liquidity and
premium volatility due to the nature of the reinsurance sector
offset by its strong operating performance and capitalization,"
said Standard & Poor's credit analyst Daryl P. Brooks.

The company provides financial reinsurance, life reinsurance,
and accident and health reinsurance coverage to help partially
finance the initial costs of acquiring original business for the
ceding company. Headquartered in Tuscaloosa, Alabama, the
company commenced operations in 1981.

Alabama Re is a subsidiary of The Greene Group Inc., a holding
company with business interests in reinsurance coverage,
brokerage, and pari-mutual operations. Although the company is a
member of The Greene Group Inc., the rating does not include
support from the group.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings
with a 'pi' subscript are reviewed annually based on a new
year's financial statements, but may be reviewed on an interim
basis if a major event that may affect the insurer's financial
security occurs. Ratings with a 'pi' subscript are not subject
to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


ALLEGHENY ENERGY: Bank Lenders Extend Waivers to Feb. 21
--------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) announced that, based on
continuing negotiations with lenders, its subsidiaries,
Allegheny Energy Supply Company, LLC, and Allegheny Generating
Company, have sought and received extensions on waivers from
bank lenders under their credit agreements.

The Company previously announced that these subsidiaries had
received waivers, which extended through February 14, 2003, from
their bank lenders with regard to certain covenants contained in
their credit agreements. These waivers have now been extended
through February 21, 2003.

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

                       Technical Defaults

Allegheny Energy, Inc., disclosed the technical defaults
under its principal credit agreements and those of its
subsidiaries, Allegheny Energy Supply Company, LLC, and
Allegheny Generating Company, in early October after it declined
to post additional collateral in favor of several trading
counterparties.  Those counterparties declared Allegheny Energy
Supply in default under their respective trading agreements,
which triggered cross-default provisions under the credit
agreements and other trading agreements.  These collateral calls
followed the downgrading of the Company's credit rating by
Moody's Investors Service last week.

                     The Credit Agreements

Information obtained from http://www.LoanDataSource.comrelates
these details about the two credit agreements at issue:

Allegheny Energy Supply Company, LLC, as Borrower, obtains up to
$400,000,000 of unsecured revolving credit for three-years under
the terms of Credit Agreement, dated as of April 19, 2002, with:

      Lender                                  Commitment
      ------                                  ----------
      Citibank                               $50,000,000
      Bank One                               $50,000,000
      Bank of America                        $40,000,000
      JPMorgan Chase Bank                    $40,000,000
      Union Bank of California               $40,000,000
      Wachovia/First Union                   $40,000,000
      Credit Lyonnais                        $30,000,000
      Canadian Imperial Bank of Commerce     $20,000,000
      Hypovereinsbank                        $20,000,000
      National City Bank                     $20,000,000
      Credit Suisse First Boston             $16,000,000
      ABN Amro                               $10,000,000
      Bank of Nova-Scotia                    $10,000,000

Allegheny Energy Supply Company, LLC, and Allegheny Generating
Company, as Borrowers, obtain up to $600,000,000 of unsecured
revolving credit under the terms of a 364-Day Credit Agreement,
dated as of April 19, 2002, with:

      Lender                                  Commitment
      ------                                  ----------
      Citibank                               $75,000,000
      Bank One                               $75,000,000
      Bank of America                        $60,000,000
      JPMorgan Chase Bank                    $60,000,000
      Union Bank of California               $60,000,000
      Wachovia/First Union                   $60,000,000
      Credit Lyonnais                        $45,000,000
      Canadian Imperial Bank of Commerce     $30,000,000
      Hypovereinsbank                        $30,000,000
      National City Bank                     $30,000,000
      Credit Suisse First Boston             $24,000,000
      ABN Amro                               $15,000,000
      Bank of Nova-Scotia                    $15,000,000

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

Last month, Standard & Poor's lowered its corporate credit
ratings of Allegheny Energy Inc. and its subsidiaries to BB- and
said it will reevaluate Allegheny's credit profile once the
terms of a new credit facility have been finalized.  S&P said
the rating could be lowered again or remain on CreditWatch if
the terms of the new credit facility are more onerous than
expected or create another round of liquidity concerns.
Hagerstown, Maryland-based energy provider Allegheny has about
$5 billion in outstanding debt.


AMERICAN COMMERCIAL: Hires Baker & Daniels as Bankruptcy Counsel
----------------------------------------------------------------
American Commercial Lines LLC and its debtor-affiliates want to
employ the services of Baker & Daniels as Counsel and ask for
authority from the U.S. Bankruptcy Court for the Southern
District of Indiana to do so.

The Debtors believe that Baker & Daniels is uniquely qualified
to represent them in their chapter 11 proceedings because of the
Firm's considerable experience in matters of this legal
character.

The Debtors tell the Court that Baker & Daniels' compensation is
based on its current hourly rates, however, specific hourly
rates are not disclosed.  The Debtors relate that they paid the
Firm a $100,000 retainer.

Baker & Daniels will:

      (a) prepare and file Debtors' Chapter 11 petitions;

      (b) seek approval of debtor in possession financing;

      (c) give Debtors legal advice with respect to their Chapter
          11 rights, powers and duties and continued operation of
          their business and management of Applicants' property
          as debtors in possession;

      (d) represent Debtors in the Chapter 11 cases and in any
          adversary proceeding commenced in or in connection with
          the Chapter 11 cases;

      (e) prepare, on behalf of the Debtors , applications,
          answers, proposed orders, reports, motions and other
          pleadings and papers that may be required in the
          Chapter 11 cases;

      (f) provide legal assistance and advice to Debtors in
          connection with the preparation and submission of a
          Chapter 11 plan;

      (g) cooperate with any special counsel employed by Debtors
          in connection with the Chapter 11 cases; and

      (h) perform any other legal services as counsel for the
          debtors in possession that may be required by Debtors
          or the Bankruptcy Court.

American Commercial Lines LLC, an integrated marine
transportation and service company transporting more than 70
million tons of freight annually using 5,000 barges and 200
towboats in North and South American inland waterways, filed for
chapter 11 protection on January 31, 2003 (Bankr. S.D. Ind. Case
No. 03-90305).  American Commercial is a wholly owned subsidiary
of Danielson Holding Corporation (Amex: DHC).  Suzette E.
Bewley, Esq., at Baker & Daniels represents the Debtors in their
restructuring efforts.  As of September 27, 2002, the Debtors
listed total assets of $838,878,000 and total debts of
$770,217,000.


ANC RENTAL: Pushing for Approval of IBM I.T. Services Agreement
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to authorize ANC Information Technology, L.P., one of the
Debtors, to enter into the Information Technology Services
Master Agreement with International Business Machines
Corporation.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that pursuant to a certain Master Agreement by
and between Perot Systems Corporation and ANC, effective as of
September 30, 2000, ANC currently supports two separate IT
platforms to operate reservations, rental operations, fleet
management, sales and marketing, and billing for the Alamo and
National brands.  Under the Perot Master Agreement, National
operates using the information technology platform known as
"Odyssey" and Alamo operates using the information technology
platform known as "Legacy."  In addition, the Debtors perform
certain operations using a shared services function, which
includes a help desk and network operations.

According to Ms. Fatell, ANC's relationship with Perot developed
in stages and involved several distinct predecessor contracts.
Perot first entered into a services agreement with National as
of September 30, 1997, relating to what is now referred to as
the Odyssey system, originally developed by Perot Systems
Europe. The Odyssey system is, to ANC's knowledge, proprietary
to Perot and its licensors, although ANC and National have a
fully paid-up license and the right to the corresponding source
code.  National initially migrated to the Odyssey system, in
part, in conjunction with its Y2K compliance program.

Perot also entered into an outsourcing agreement with Alamo as
of December 7, 1998, relating to the support of Alamo's Legacy
system.  The Legacy system was and is owned by the Debtors.  In
conjunction with the 1998 Alamo Agreement, Perot agreed to hire
a group of Alamo employees experienced with the Legacy system,
with the parties understanding that the employees would be
assigned to the Perot team providing Legacy services to Alamo.

Effective as of September 30, 2000, Mr. Fatell relates that
Perot and ANC entered into the Perot Master Agreement, having
three separate Work Orders corresponding generally to the three
areas of ANC's business the parties agreed would be serviced by
Perot. The Perot Master Agreement in part flowed from
dissatisfaction ANC had with cost overruns and the
implementation of the Odyssey system and involved a $25,000,000
payment by Perot to ANC.  The three Work Orders superseded the
1997 National Agreement and the 1998 Alamo Agreement.  After
entering into the Perot Master Agreement, the 1997 National
Agreement and the 1998 Alamo Agreement were terminated.  Ms.
Fatell adds that the 1997 National Agreement was essentially
replaced by Work Order #1 to the Perot Master Agreement and the
1998 Alamo Agreement was essentially replaced by Work Order #2.
Work Order #3 related to shared systems, which include help desk
and network functions, and support for certain supported ANC
affiliates, franchisees and licensees.  Each of the Work Orders
relates to distinct services and, according to their terms, may
be terminated separately.

Ms. Fatell informs the Court that the three principal goals of
the Debtors' restructuring have been to consolidate their
airport operations, to reorganize their licensee agreements, and
to eliminate the use of separate information technology
platforms. The need to transition to one IT platform called One-
System is of critical importance to the Debtors because of the
cost redundancies and inefficiencies that result from the
operation of two distinct operating systems under three Work
Orders.  The Debtors believe that they will save more than
$40,000,000 a year on a run rate basis through the
implementation of One-System.  In addition, as the Debtors have
moved forward with their airport consolidation and licensee dual
branding programs, the ability to use one system to make
reservations and manage the fleet for both brands has become
critical to the Debtors' ability to meet their customers' needs.

Based on their extensive experience with both systems, the
Debtors have determined that the Legacy system is better suited
to their current business needs and also provides needed
flexibility for their future business operations in connection
with the airport consolidation program.  Over the next few
months, Ms. Fatell states that the Debtors will migrate all
National IT functions onto the Legacy platform.  After a
successful transition to the Legacy platform, the Debtors will
cease operation of the Odyssey system for National.

Ms. Fatell reports that ANC has been working over the past year
to migrate to One-System.  The Debtors have filed a motion and
this Court entered an order granting the Debtors the authority
to enter into contracts with IBM, Computer Associates,
StorageTek and others to provide hardware and software to
support the One-System initiative.  After numerous negotiations
with Perot and IBM regarding the conversion, the Debtors have
determined that IBM is the vendor better able to accomplish the
conversion to the Legacy system and to implement the One-System
project.

Under the ITSMA, Ms. Fatell explains that the Legacy platform
will be redesigned to accommodate the operations of the National
brand, allowing Alamo and National to operate on One-System.
IBM will also provide ongoing designated support services for
ANC's existing information technology, including its Mainframe,
Client-Server, LAN/WAN Network and Remote Monitoring, Desktop,
Help Desk and Application Development.  Additionally, IBM will
oversee the conversion to One-System, manage all aspects of the
information technology services, including those services
retained by ANC, acquire and manage hardware and software
necessary to support One-System, provide transition services to
ensure an orderly transition from Work Orders #2 and #3 to IBM
and provide various other value added services.

The Debtors want the entry to the ITSMA be conditioned on
either:

   -- a consensual agreement with Perot regarding an orderly
      transition of services that would be presented to the Court
      at the hearing on the Perot Rejection Motion; or

   -- entry of an order granting the Perot Rejection Motion to
      reject Work Orders #2 and #3 of the Perot Master Agreement.

The services provided under Work Orders #2 and #3 relate to
Legacy support and shared system support.  Because IBM under the
ITSMA will now provide these services, these work orders are no
longer necessary.  Perot, however, will continue to operate
under Work Order #1 as long as National has a need to operate
the Odyssey platform for National's operations.

Although the precise terms of the ITSMA are highly confidential
and proprietary to IBM, Ms. Fatell tells the Court that the
principal terms of the proposed contract have been provided to
the secured creditors, the Official Committee of Unsecured
Creditors and the Office of the United States Trustee.  Pursuant
to the ITSMA, IBM will implement the One-System project and
provide a majority of the Debtors' information technology
services at significant cost savings to the Debtors over the
prior contract with Perot, using separate systems.  The
provision of these services is necessary for the Debtors to run
their businesses and is required for a successful
reorganization.

Ms. Fatell contends that there will be an increase in operating
efficiency from managing one system as opposed to two systems.
One-System will require fewer employees and will require less
time to train reservation and rental agents.  In addition, fewer
keystrokes will be required to rent or make a reservation and it
will be easier for the Debtors to track automobiles and
financing.  The Debtors also will be able to eliminate redundant
maintenance and support for two separate systems.  Additionally,
the ITSMA will improve the efficiency of the Debtors'
information technology services through having IBM provide a
majority of the information technology services.

Ms. Fatell asserts that the increased efficiencies from
operating One-System will further facilitate the Debtors'
programs of consolidating the operation of the Alamo and
National brands at airports and having licensees operate both
brands.  The use of One-System will allow ANC reservations
agents to sell both Alamo and National brands and will allow ANC
to track the vehicles for both brands.  The decreased costs and
added efficiencies that would be achieved through maintaining
One-System would best be accomplished by entering into the ITSMA
with IBM.  IBM has the knowledge and experienced personnel to
most effectively manage the migration to One-System. (ANC Rental
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Perot Systems Corporation has expressed considerable displeasure
with this move by ANC and contests the Debtors' attempts to
force Perot to participate in a conversion to a competitor's
service.


ATCHISON CASTING: Dec. 31 Working Capital Deficit Tops $77 Mill.
----------------------------------------------------------------
Atchison Casting Corporation (OTC Bulletin Board: AHNC)
announced results for the second quarter and first six months
ended December 31, 2002.

Second quarter net sales from continuing operations decreased
17.6% to $77.2 million from $93.7 million in the comparable
period last year. Excluding operations that were sold, closed or
placed into liquidation in fiscal 2002, net sales for the second
quarter were $76.9 million, representing a decrease of 8.7% from
net sales of $84.2 million in the second quarter of fiscal 2002.
The net loss for the quarter was $10.4 million, compared to a
net loss in the second quarter of fiscal 2002 of $5.7 million.
Included in fiscal 2003 second quarter results is a loss from
discontinued operations of $1.5 million and a fixed asset
impairment charge relating to the Company's G&C Foundry Company
and Canada Alloy Castings, Ltd. subsidiaries, of $4.4 million.
Included in fiscal 2002 second quarter results is a loss from
discontinued operations of $678,000. The loss from discontinued
operations in both periods consists of the results of Kramer
International, Inc., which was sold in January 2003, and La
Grange Foundry Inc., which was closed in November 2002.
Excluding these items, the loss from adjusted continuing
operations for the second quarter of fiscal 2003 was $4.5
million, compared to a loss of $4.8 million in the comparable
period last year.

For the first half of fiscal 2003, net sales from continuing
operations decreased 17.8% to $153.3 million from $186.5 million
in the comparable period last year. Excluding operations that
were sold, closed or placed into liquidation in fiscal 2002, net
sales for the first half of fiscal 2003 were $152.7 million,
representing a decrease of 8.9% from net sales of $167.6 million
in the first half of fiscal 2002. The net loss for the first
half of fiscal 2003 was $36.7 million compared to a net loss in
the first half of fiscal 2002 of $10.2 million. Included in
fiscal 2003 first half results is (i) a loss from discontinued
operations of $3.5 million, (ii) a fixed asset impairment charge
relating to the Company's G&C Foundry Company and Canada Alloy
Castings, Ltd., subsidiaries, of $4.4 million, (iii) a
restructuring charge of $1.5 million relating to the liquidation
of New England Iron, LLC, the buyer of substantially all of the
net assets of Jahn Foundry Corp., in December 2001, and (iv) a
goodwill impairment charge of $17.4 million due to the adoption
of a new accounting standard. Included in fiscal 2002 first half
results is a loss from discontinued operations of $695,000.
Excluding these items, the loss from adjusted continuing
operations for the first half of fiscal 2003 was $9.8 million,
compared to a loss of $9.5 million in the comparable period last
year.

In connection with the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets", the Company recorded the non-cash goodwill impairment
charge of $17.4 million mentioned above, as of the beginning of
fiscal 2003. The goodwill impairment charge relates to four of
the Company's operations, and was recorded as a Cumulative
Effect of Accounting Change. The charge has no effect on
operating income or cash flows from operations.

"The market conditions for the foundry industry are at the
lowest levels seen in many years," said Tom Armstrong, CEO.
"During this difficult period, we believe we have maintained, or
slightly increased, market share in the primary markets we
continue to serve," continued Mr. Armstrong. "We have tried to
focus on customer quality and delivery, as well as reducing
costs. However, the low demand for our customers' end-use
products has forced us to take other difficult actions to reduce
losses and try to reach profitability," continued Mr. Armstrong.
"To date, we have now closed or placed into liquidation, six
operations and have completed the sale of three. While there are
industry projections of improved market conditions over the next
12 to 18 months, there remain no clear signs that markets will
improve during that period. However, the actions we have taken
over the last couple of years will better position us to reach
profitability once our markets do return," said Mr. Armstrong.

"As previously announced, reducing our debt is a top priority.
ACC is currently in discussions to sell The G&C Foundry Company
and Canada Alloy Castings, Ltd. operations. In addition, we are
continuing to market Inverness Castings Group, Inc.," said Mr.
Armstrong. "Proceeds from these sales, should they be completed,
will be used to reduce our outstanding debt level," continued
Mr. Armstrong. "All of these sale/closure actions are consistent
with our previously announced business model, which includes,
among other things, narrowing the Company's customer and product
focus," concluded Mr. Armstrong.

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.

Atchison Casting's December 31, 2002 balance sheet shows that
its total current liabilities exceeded total current assets by
about $77 million, while net capital has further shrunk to about
$12 million, from about $47 million recorded at June 30, 2002.


ATSI COMMS: Bringing-In Martin Siedler as Bankruptcy Attorneys
--------------------------------------------------------------
ATSI Communications, Inc., asks for permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
Law Offices of Martin Seidler as Counsel.  The Debtor will
specifically retain the services of Martin Seidler, Esq., at a
rate of $200 per hour, which will be charged against a $15,000
retainer.

The Law Offices of Martin Seidler is expected to:

      a) give the debtor legal advice with respect to its powers
         and duties as debtor-in-possession in the continued
         operation of its business and management of its
         property;

      b) take necessary action to assume executory contracts and
         to enforce and collect the debtor's claims and rights;

      c) represent the debtor in negotiations with various
         creditors with regard to the sale of estate property;

      d) represent the debtor in connection with the formulation
         and implementation of a Plan of reorganization and all
         matters incident thereto;

      e) prepare on behalf of the debtor necessary applications,
         answers, orders, reports, objections to claims, and
         other legal documents; and

      f) perform all other legal services for debtor as debtor-
         in-possession which may be necessary including but not
         limited to sales of estate assets.

ATSI Communications, Inc., filed for chapter 11 protection on
February 4, 2003 (Bankr. W.D. Tex. Case No. 03-50753).  When the
Company filed for protection from its creditors, it listed over
$10 million in assets and less than $10 million in debts.


BAY VIEW CAPITAL: Selling $71 Million in Asset-Based Loans
----------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced the sale of
approximately $71 million in asset-based loans. Under the
Company's liquidation basis of accounting, the loans were
recorded at estimated realizable value at December 31, 2002.
This transaction will result in no gain or loss for the Company
during the first quarter of 2003.

This sale marks an important milestone in completing the
Company's plan of dissolution and stockholder liquidity. With
the completion of this loan sale, the Company's remaining loan
portfolio, excluding the auto loans, is less than $98 million.
"We are pleased to have completed this loan sale which
substantially reduces our asset-based loan portfolio. We
anticipate completing the full liquidation of the remaining non-
auto loan portfolios by the third quarter of this year," said
Charles Cooper, Bay View Capital Corporation CEO.

Bay View Capital Corporation is a commercial bank holding
company headquartered in San Mateo, California and is listed on
the NYSE: BVC. For more information, visit
http://www.bayviewcapital.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its ratings on Bay View Capital Corp., including
its counterparty credit rating to 'BB-/B' from 'CCC-/C', and
related entities, and removed all but the preferred stock rating
of Bay View Capital Trust I from CreditWatch Positive where they
were placed on July 24, 2002. The outlook is stable.


BGF INDUSTRIES: Closes on $10-Million Bridge Loan with CIT Unit
---------------------------------------------------------------
BGF Industries, Inc., has closed on a $10 million bridge loan
with CIT Business Credit, a unit of CIT Group Inc.

The net proceeds from the bridge loan have been used to repay
all amounts outstanding under BGF's senior credit facility and
to make the interest payment on its 10-1/4% Series B Senior
Subordinated Notes due 2009 that had been required on
January 15, 2003, which is within the 30-day cure period under
the applicable indenture.

The new bridge loan with CIT is expected to mature on June 30,
2003. While no assurances can be made, management believes that
BGF currently has sufficient cash available to fund its
operations for at least the next several months.

BGF is also currently seeking permanent financing prior to June
30, 2003 to repay the bridge loan and to provide additional
liquidity to fund BGF's operations. However, there can be no
assurance that BGF will obtain such financing on satisfactory
terms, if at all.

BGF, headquartered in Greensboro, NC, manufactures specialty
woven and non-woven fabrics made from glass, carbon and aramid
yarns for use in a variety of electronic, filtration, composite,
insulation, construction, and commercial products.

As reported in Troubled Company Reporter's January 17, 2003
edition, Standard & Poor's lowered its 'CCC-' corporate credit
rating and 'CC' subordinated debt rating on glass fiber fabrics
manufacturer BGF Industries Inc., to 'D' following the company's
announcement that it does not have sufficient cash available to
make the January 15, 2003, interest payment on its $100 million
senior subordinated notes due 2009.

At the same time, Standard & Poor's affirmed its 'CCC-' senior
secured debt rating on BGF's bank credit facility. The company
is current on bank loan principal and interest payments. The
outstanding balance was $16.9 million as of Sept. 30, 2002 and
has been significantly reduced since then.


BUDGET GROUP: Deutsche Bank AG Discloses 5.2% Equity Stake
----------------------------------------------------------
Deutsche Bank AG, a bank, as defined in Section 3(a)(6) of the
Securities and Exchange Act, based in Frankfurt Germany,
discloses in a regulatory filing with the Securities and
Exchange Commission that it holds a 5.2% equity stake in Budget
Group, Inc.

The Corporate and Investment Banking business group and the
Corporate Investments business group of Deutsche Bank AG and its
subsidiaries and affiliates beneficially own approximately
1,969,722 shares of Budget Group Inc. (Budget Group Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at about 23 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


BURLINGTON INDUSTRIES: Files Chapter 11 Reorg. Plan in Delaware
---------------------------------------------------------------
Burlington Industries and its debtor-affiliates delivered a plan
of reorganization to the Court.  The Plan calls for cancellation
of all existing equity, wiping the company's debts off its
balance sheet, a sale of new equity in the Reorganized Company
in a competitive auction process and distribution of the sale
proceeds to creditors based on their statutory priorities.  The
Plan projects unsecured creditors will recover 34% to 35% on
account of their prepetition claims.

The Debtors say their plan achieves two specific objectives:

   (A) maximizing the value of the ultimate recoveries to all
       creditor groups on a fair and equitable basis; and

   (B) settling, compromising or otherwise disposing of certain
       claims and interests on terms that the Debtors believe to
       be fair and reasonable and in the best interests of their
       respective Estates and creditors.

The Debtors have their first bid for the New Equity in hand.
Warren Buffet's Berkshire Hathaway, Inc., is offering
approximately $579,000,000.

John D. Englar, Senior Vice President of Burlington Industries,
Inc., explains that the Plan provides for, among other things:

   (1) the establishment of the BII Distribution Trust to hold,
       among other things, the net proceeds of the issuance of
       the New Common Stock to the Buyer, the Excluded Assets and
       the funds in the Burlington Fabrics Irrevocable Trust;

   (2) the issuance of New Common Stock to Berkshire Hathaway,
       including the issuance of the New Subsidiary Equity
       Interests, in exchange for an amount equal to the sum of
       $140,000,000 and the Allowed Class 2 Claims, subject to
       an aggregate maximum amount of $4.34 million, and Allowed
       Class 3 Claims, subject to an aggregate maximum amount of
       $7,750,000 for all Allowed Class 3 Claims, subject to a
       working capital adjustment, and in addition, the
       assumption and satisfaction in full of all Assumed
       Administrative Claims and Priority Tax Claims, which
       are expected to be approximately $112,600,000 to
       $133,900,000;

   (3) the cancellation of certain indebtedness in exchange for
       cash;

   (4) the cancellation of the Old Common Stock, the Old
       Nonvoting Common Stock and the Old Subsidiary Equity
       Interests, including any option relating to such stock or
       interests; and

   (5) the assumption, assumption and assignment or rejection of
       Executory Contracts or Unexpired Leases to which any
       Debtor is a party.

The salient terms of the Plan include:

A. Sale of the New Common Stock

    The Plan provides for the implementation of the transactions
    contemplated by the Stock Purchase and Sale Agreement, dated
    as of February 11, 2003, between Burlington and Berkshire
    Hathaway Inc.  The Transactions include the issuance by
    Burlington of 100 shares, par value $0.Ol per share, of new
    common stock to the Buyer for an amount equal to the sum of
    $140,000,000 plus the Allowed Claims in Class 2, subject to
    an aggregate maximum amount of $4,340,000 and Class 3,
    subject to an aggregate maximum amount of $7,750,000 for all
    Allowed Class 3 Claims, all pursuant to the terms, and
    subject to the conditions, of a Stock Purchase and Sale
    Agreement, dated as of February 11, 2003, between Burlington
    Industries, Inc., and Berkshire Hathaway Inc.

    In connection with the issuance of the New Common Stock to
    the Buyer, the Buyer will acquire the new equity interests
    issued by Burlington's Debtor subsidiaries.  The Purchase
    Price is subject to adjustment for variances in working
    capital.  All Assumed Administrative Claims and Priority Tax
    Claims will be assumed and satisfied in full by the
    Reorganized Debtors. All Excluded Administrative Claims will
    be satisfied by the BII Distribution Trust.

    The issuance of the New Common Stock to the Buyer under the
    Berkshire Agreement is subject to higher and better offers
    and an auction process.  In particular, the Debtors will
    bring to the Bankruptcy Court specific requests to:

    (a) approve uniform bidding procedures so competing offers
        can be compared on an apples-to-apples basis that
        require:

         (1) a minimum $5,000,000 increase in the Aggregate
             Purchase Price;

         (2) all cash and securities be denominated in U.S.
             dollars;

         (3) competing bids on terms that are not materially more
             burdensome or conditional than the terms of the
             Berkshire Hathaway Agreement;

         (4) no financing contingencies or increased due
             diligence;

         (5) no payment of a second-stage Termination Fee,
             expense reimbursement or similar type of payment;
             and

         (6) full disclosure of the identity of each entity that
             will be bidding for the Company or otherwise
             participating in connection with the bid, and the
             complete terms of that participation;

    (b) set April 14, 2003 as the deadline for competing bidders
        to make their bids known to the Debtors;

    (c) hold an auction on April 21, 2003; and

    (d) approve Burlington's payment of a $14,000,000 Termination
        Fee to Berkshire Hathaway in the event its offer is
        topped by a competing bidder.

    Berkshire Hathaway has the right to terminate Agreement
    if, among other things, the Bidding Procedures are not
    approved by February 27, 2003, and if a Confirmation Order is
    not entered by June 30, 2003.

B. Excluded Assets

    In connection with the Berkshire Agreement, assets of
    Burlington that were held for sale as of September 28, 2002,
    but that were not actually sold as of the Closing, will be
    excluded from the Transactions.  The assets, together with
    those assets otherwise left with the Estates on the Effective
    Date pursuant to the terms of the Berkshire Agreement will
    be transferred to the BII Distribution Trust at the Closing,
    but will not reduce the Purchase Price.

C. BII Distribution Trust

    The Plan provides for the establishment of a trust - the BII
    Distribution Trust" - to hold, among other things,

    (a) Excluded Assets, Berkshire Sale Proceeds, Recovery
        Actions, Working Capital Amount Due and any other cash,
        assets or properties that are to be held for and
        distributed to holders of Allowed Claims under the Plan,

    (b) the proceeds of the foregoing, and

    (c) the funds in the Burlington Fabrics Irrevocable Trust --
        the "Distribution Trust Assets" -- by the Distribution
        Trust Representative.

    The Distribution Trust Assets are estimated to be valued at
    approximately $589,000,000 to $594,000,000.  The Distribution
    Trust Assets will be transferred to and vest in the BII
    Distribution Trust.

D. Transfer of Burlington Fabrics Irrevocable Trust

    The Plan provides for the liquidation of the Burlington
    Fabrics Irrevocable Trust; the transfer of the funds in the
    Burlington Fabrics Irrevocable Trust of approximately
    $13,700,000 to the BII Distribution Trust.

E. General Information Concerning Treatment of Claims and
    Interests

    The Plan provides that holders of Allowed Claims in certain
    Classes will be entitled to Distributions of cash in respect
    of their Claims.  The cash required to make these
    Distributions will be funded from the Distribution Trust
    Assets or by the Reorganized Debtors.  Shares of Burlington's
    Common Stock, par value $0.01 per share - the "Old Common
    Stock" -- and any option relating to the common stock;
    Burlington's nonvoting common stock, par value $.O1 per share
    -- the "Old Nonvoting Common Stock" -- and any option
    relating to the common stock; and the other Debtors' common
    stock and any option relating to the common stock -- the "Old
    Subsidiary Equity Interests" -- outstanding immediately prior
    to the Effective Date will be cancelled on the Effective
    Date, and holders of those Interests will receive no
    Distributions under the Plan.

Mr. Englar relates that the consummation and Effective Date of
the Plan is conditions on, among other things, the Closing of
the Berkshire Agreement.  However, there can be no assurance
that the Berkshire Agreement will close no later than July 30,
2003. Accordingly, even if the Plan is confirmed by the
Bankruptcy Court no later than June 30, 2003, there can be no
assurance that the Plan or the Transactions will be consummated.
(Burlington Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Burlington Industries' 7.250% bonds due 2005 (BRLG05USR1) are
trading at about 36 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CANNON EXPRESS: Negotiates Long-Term Debt Payments Restructuring
----------------------------------------------------------------
Cannon Express, Inc., (Amex: AB) Chief Executive Officer Bruce
W. Jones announced the results of its 2nd fiscal quarter and the
six months period of fiscal 2003 ended December 31, 2002.

Revenues 2nd fiscal quarter 2003 were $16,430,539 compared to
$19,774,737 in the 2nd fiscal quarter of 2002.

Net loss 2nd fiscal quarter 2003 was $2,872,954 compared to a
net loss of $2,513,793 in the 2nd fiscal quarter of 2002.

Per share 2nd fiscal quarter 2003 was 90 cents loss compared to
78 cents loss in the 2nd fiscal quarter of 2002.

Average shares and share equivalents outstanding:

      Fiscal 2003: 3,205,276

      Fiscal 2002: 3,205,276

Revenues six months fiscal 2003 were $35,265,368 compared to
$41,500,368 in the six months period of fiscal 2002.

Net loss six months fiscal 2003 was $6,009,536 compared to
$4,576,946 net loss in the six months period of fiscal 2002.

Per share six months fiscal 2003 was $1.87 loss per share
compared to $1.43 loss per share in the six months period of
fiscal 2002.

Average shares and share equivalents outstanding:

      Fiscal 2003: 3,205,276

      Fiscal 2002: 3,205,276

The Company has retained the services of CFOex, a transportation
management consulting firm, having significant experience in the
transportation industry, to improve its financial position.
CFOex, as of August 19, 2002 assumed responsibility for the
operation of the Company.

CFOex is implementing a plan designed to reconfigure the
Company's existing freight network, increase freight rates where
justified, develop new shipper relationships in targeted traffic
lanes, improve the effectiveness of its driver force, minimize
over-the-road maintenance repairs, eliminate excess or idle
equipment, and reduce certain fixed and variable costs.

During the second quarter the Company began implementation of a
plan to decrease its fleet size by approximately 204 tractors
and 324 trailers. 54 trucks and 174 trailers were sold in the
quarter with proceeds going toward equipment debt. The Company
expects to sell an additional 160 trucks and 150 trailers in the
third quarter of fiscal 2003 with proceeds going to reduce debt.
The second quarter results were adversely affected by the one
time costs associated with the implementation of the equipment
changes.

During the second quarter 2003, the Company also began
reconfiguring its freight network to emphasize traffic lanes
with required density. Revenue for the second quarter was
adversely impacted by these decisions and by a shortage of
available quality freight. Accordingly, the Company hired three
experienced outside sales persons and increased its internal
telemarketing efforts to improve both the quality and quantity
of available freight for future operations.

In July of 2002, the Company's costs for liability insurance
increased significantly. On November 1, 2002, a new policy for
liability insurance policy was negotiated by CFOex. It is
expected that the Company will save approximately $2.8 million
per year as compared to the policy in effect from July thru
October. Additionally, the new policy includes a $5,000
deductible compared to the $500,000 deductible in effect thru
June 30, 2002. Further cost reductions were attained during the
second quarter by the implementation of a series of new
maintenance procedures that have reduced the Company's cost per
mile by approximately three cents.

During December 2002 and January 2003 the Company presented to
and discussed with its key lenders a new operational plan. As a
result of these discussions, the Company has negotiated the
restructuring of its long-term debt payments in order to provide
the anticipated time needed to implement the changes necessary
for improving fundamental operating results. Additionally, the
Company has identified certain unencumbered assets for
disposition. These assets include real estate, an airplane, and
other miscellaneous assets.

The Company has also been successful in attracting several key
executives that should provide needed leadership and industry
expertise to its management team. The Company is attempting to
find a stable base of profitable business from which it can
reestablish itself as one of the quality truckload carriers in
the industry.


CEDAR BRAKES: Fitch Downgrades Senior Secured Debt Ratings to B
---------------------------------------------------------------
Cedar Brakes I LLC's $310.6 million senior secured bonds and
Cedar Brakes II LLC's $431.4 million senior secured bonds have
been downgraded to 'B' from 'BB+' by Fitch Ratings. The ratings
remain on Rating Watch Negative where they were originally
placed on October 2, 2002.

The Cedar Brakes transactions are part of El Paso Corp.'s
Qualifying Facility contract restructuring program. Cedar Brakes
I and II purchase energy from El Paso Merchant Energy and resell
that energy to Public Service Electric & Gas Co., (currently
rated 'A-' by Fitch) under long term contracts. Although Cedar
Brakes I and II are bankruptcy-remote, indirect subsidiaries of
EP, their ratings are constrained by the underlying credit
quality of EP due to EP's guarantee of EPM's performance under
the supply contracts.

The downgrades reflect continued erosion in EP's credit quality,
including its heightened debt leverage, weakening credit
protection measures, and the ultimate financial implications and
cash impact of EP's ongoing wind down of energy marketing and
trading activities. Fitch is particularly concerned with the
greater than expected deterioration in EP's cash position since
the company last reported net liquidity on December 19, 2002.
Given this information, EP's ability to meet upcoming debt
maturities in 2003 and 2004 could become increasingly dependent
on successful execution of EP's planned $2.9 billion asset sale
program. Fitch notes that a successful renegotiation of terms
under EP's $4.5 billion bank credit facilities could ease these
refinancing pressures. The continued Rating Watch Negative
status incorporates the uncertainty surrounding the ultimate
outcome of the pending Federal Energy Regulatory Commission
ruling involving EP subsidiaries' natural gas pipeline
availability to California.


CENTRAL GARDEN: Improved Financials Spur S&P to Up Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on lawn and garden and pet products supplier Central
Garden & Pet Co., to 'BB' from 'BB-'. At the same time, the
senior secured bank loan rating on the company was raised to
'BB+' from 'BB-'. The ratings have been removed from
CreditWatch, where they were placed on January 21, 2003. The
outlook is stable.

"The rating actions reflect Central Garden's improved financial
profile and credit measures, including the extension of debt
maturities after the company's recent refinancing of its
subordinated convertible notes," said Standard & Poor's credit
analyst Jean C. Stout.

Standard & Poor's affirmed its 'B+' subordinated debt rating on
Central Garden's recently issued $150 million subordinated notes
and withdrew its existing 'B' rating on the subordinated
convertible notes, which were redeemed.

Lafayette, California-based Central Garden had about $220
million of total debt outstanding as of December 28, 2002.

In connection with the new bond offering, Central Garden
increased the size of its revolving credit facility, which
expires July 2004, to $175 million from $125 million. The
company also refinanced about $15 million in term loans at its
All-Glass Aquarium subsidiary, terminating these term loans as
well as All Glass' $10 million revolving credit facility. In
addition, the company refinanced and terminated the revolving
credit facility of its Pennington subsidiary.

The company's collateral, which includes a significant amount of
its assets, remains the same under the amended credit agreement.
Standard & Poor's expects that, under its discrete asset value
methodology, Central Garden's collateral value would be
sufficient to fully cover the bank debt in the event of a
default.

The ratings on Central Garden reflect the strong competition in
the company's business segments, significant seasonality in the
lawn and garden business, and customer concentration. These
risks are somewhat mitigated by the company's broad product
portfolio and moderate financial profile.

Central Garden manufactures and distributes a wide assortment of
branded lawn and garden and pet supply products. The company
maintains good market positions within certain product lines.
However, competition is intense in the lawn, garden, and pet
products business segments, including The Scotts Co., and The
Hartz Mountain Corp., whose products have strong brand name
recognition.


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

Charter has accumulated long-term debt totaling, at face amount,
as of September 30, 2002:

four bank debt facilities signed by:

  Charter Communications Operating, LLC
     (Credit Agreement, among Charter
     Communications Operating, LLC, Charter
     Communications Holdings, LLC and certain
     lenders and agents named therein, dated
     as of March 18, 1999, as amended and
     restated as of January 3, 2002)............. $4,775,524,000

  CC VI Operating, LLC
     (Credit Agreement, among CC VI Holdings,
     LLC, CC VI Operating Company, LLC and
     several financial institutions or
     entities named therein, dated as of
     November 12, 1999)..........................    955,000,000

  Falcon Cable Communications
     (Credit Agreement, dated as of June 30,
     1998, as amended and restated as of
     November 12, 1999, as further amended
     and restated as of September 26, 2001,
     among Falcon Cable Communications, LLC,
     certain guarantors, and several financial
     institutions or entities named therein).....    742,250,000

  CC VIII Operating, LLC
     (Third Amended and Restated Credit
     Agreement, among CC VIII Operating, LLC,
     as borrower, CC VIII Holdings, LLC, as
     guarantor, and certain lenders and agents
     named therein, dated as of February 2,
     1999, as amended and restated as of
     January 3, 2002)............................  1,190,750,000

and multiple layers of bond debt issued by:

  Charter Communications, Inc.:
    October and November 2000
      5.750% convertible senior notes due 2005...    750,000,000
    May 2001
      4.750% convertible senior notes due 2006...    632,500,000
  Charter Holdings:
    March 1999
      8.250% senior notes due 2007...............    600,000,000
      8.625% senior notes due 2009...............  1,500,000,000
      9.920% senior discount notes due 2011......  1,475,000,000
    January 2000
      10.000% senior notes due 2009..............    675,000,000
      10.250% senior notes due 2010..............    325,000,000
      11.750% senior discount notes due 2010.....    532,000,000
    January 2001
      10.750% senior notes due 2009..............    900,000,000
      11.125% senior notes due 2011..............    500,000,000
      13.500% senior discount notes due 2011.....    675,000,000
    May 2001
      9.625% senior notes due 2009...............    350,000,000
      10.000% senior notes due 2011..............    575,000,000
      11.750% senior discount notes due 2011.....  1,018,000,000
    January 2002
      9.625% senior notes due 2009...............    350,000,000
      10.000% senior notes due 2011..............    300,000,000
      12.125% senior discount notes due 2012.....    450,000,000
  Renaissance Media Group LLC:
      10.000% senior discount notes due 2008.....    114,413,000
  CC V Holdings, LLC:
      11.875% senior discount notes due 2008.....    179,750,000
  Other long-term debt...........................      1,056,000
                                                 ---------------
                                                 $19,566,243,000
                                                 ===============

                    Restructuring Advisers Hired

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

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

                        Vultures Swoop In

Press reports say that:

      * billionaire Mark Cuban;
      * Omaha investment firm Wallace R. Weitz & Co.;
      * Oaktree Capital Management; and
      * Angelo Gordon & Co.;
      * Q Investments;
      * Satellite Asset Management; and
      * maybe, Warren Buffett's Berkshire Hathaway Inc.;

are snapping-up Charter's bonds.  Charter bonds trade at 30-
some-cents-on-the-dollar today and all of Charter's debt is
rated at junk levels..  CHTR equity trades at about $1 a
share -- up from a 52-week low of $0.76 on Oct. 11, 2002, and
significantly lower from a $13.80 52-week high on March 20,
2002.

                    Restructuring Stumbling Block

The Financial Times reports that an unusual tax shelter set up
by Mr. Allen could pose a stumbling block in a financial
restructuring and make it difficult for Charter to avoid
bankruptcy.  Mr. Allen and his investment firm, Vulcan Ventures,
the FT explains, formed a tax shelter when he bought Charter
Communications to allow it to benefit from tax losses the
company incurred in return for Allen and Vulcan refunding those
losses when the company showed a profit.  The effect: an equity
for debt swap could trigger sizeable taxable gains for Mr. Allen
and Vulcan.

                     Re-Auditing the Books

Charter is in the midst of a re-audit of its 2000 and 2001
financial statements and KPMG LLP should complete that process
this quarter.

"The re-audits of the Company's 2000 and 2001 financial
statements as well as the audit for 2002 will provide a clear
picture of Charter Communications financial position," Carl
Vogel, Charter's President and Chief Executive Officer explains.
This picture will enhance both our ability and flexibility in
moving the company forward, particularly with respect to our
balance sheet.

"We are moving as rapidly as practicable to ensure that Charter
is on the right track. We intend to take the appropriate
corrective actions -- both operationally and financially -- as
we undertake strategic initiatives to capitalize on Charter's
sizable market share and industry-leading technology," Mr. Vogel
said.

Charter says it won't provide any further guidance until that
process and its 2002 audit is completed, but suggests fourth
quarter revenue growth will be at the low end of its prior
revenue guidance of 8% to 9%, and fourth quarter operating cash
flow to be less than previous guidance.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications Inc., is
the nation's third-largest broadband communications company,
currently serving approximately 6.7 million customers in 40
states. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced
digital video programming platform marketed under Charter
Digital Cable(R) and high-speed Internet access marketed under
the Charter Pipeline(R) brand.  Commercial high-speed data,
video and Internet solutions are provided under the Charter
Business Networks(tm) brand.  Advertising sales and production
services are sold under the Charter Media(tm) brand. More
information about Charter can be found at http://www.charter.com


CLAYTON HOMES: Posts Preliminary Operating Results for January
--------------------------------------------------------------
Clayton Homes, Inc. (NYSE:CMH), a leading national manufactured
housing company, announced preliminary operating results for the
month of January 2003.
                                                      % Change
                                          $ in           From
                                         thousands   January 2002
                                         ---------   ------------
Retail
    New and Used Sales Dollars           $41,200           +12%

Manufacturing
    Total Deliveries                     $35,900           -24%

Communities
    Total Revenues                        $7,600           +30%

Vanderbilt
    Originations from Retail
    and Communities                       $49,700            -2%

Clayton Homes, Inc., is a vertically integrated manufactured
Housing company with 20 manufacturing plants, 290 Company owned
stores, 622 independent retailers, 84 manufactured housing
communities, and financial services operations that provide
mortgage services for 165,000 customers and insurance protection
for 100,000 families.

                          *    *    *

As previously reported, Fitch Ratings assigned Clayton Homes,
Inc., an indicative senior unsecured rating of 'BB+'. The Rating
Outlook is Stable.

The rating is based on the company's historically conservative
corporate financial policy, broad vertical integration, high
recurring stream of income and substantial free cash flow
generation that results from its operating model. Management
clearly understands the dynamics of the manufactured housing
sector and had the discipline to not over-expand during the last
cyclical upturn. Concerns with Clayton center on the high-risk
credit profile of the financial services operations (Vanderbilt
Mortgage), dependence on secured funding facilities, capital
constraints required to run a financial services unit, and
declining portfolio performance measures as a result of the
slowdown in the manufactured housing industry. Continued
pressures relating to industry consumer and wholesale credit
availability are also concerns.


COMDISCO INC: Redeems $75 Mil. of 11% Subordinated Secured Notes
----------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO), will make an optional
partial redemption of $75 million principal amount of its 11%
Subordinated Secured Notes due 2005. The outstanding principal
amount of the Subordinated Secured Notes after this redemption
will be $160 million. Comdisco previously redeemed $65 million,
$200 million, $100 million and $50 million principal amounts of
the 11% Subordinated Secured Notes on November 14, 2002,
December 23, 2002, January 9, 2003, and February 10, 2003,
respectively.

The $75 million principal amount of Subordinated Secured Notes
will be redeemed at a price equal to 100% of their principal
amount plus accrued and unpaid interest to the redemption date.
The partial redemption will occur on March 3, 2003.

Wells Fargo Bank will serve as the paying agent for this
redemption. A notice of the redemption containing information
required by the terms of the indenture governing the
Subordinated Secured Notes will be mailed to holders. This
notice will contain details of the place and manner of surrender
in order for holders to receive the partial redemption payment.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


CONSECO FINANCE: Court Okays Bridge Associates as Crisis Manager
----------------------------------------------------------------
Ira Bodenstein, United States Trustee for the Northern District
of Illinois, complains that Bridge Associates LLC's employment
indemnifies it for simple negligence, "thereby protecting Bridge
from the consequences of its own negligence."

As a matter of principle, the U.S. Trustee opposes bankruptcy
professionals' efforts to obtain indemnification for claims
arising from their work in a case.  These professionals have a
fiduciary obligation to the estate and their service requires a
high degree of skill and care.  All professionals should be held
to standards analogous to lawyers and underwriters.

Moreover, Mr. Bodenstein asserts that Bridge is not
disinterested.  Bridge began working for the Debtors
prepetition. Conceivably, some event giving rise to an
indemnification claim may have occurred between the time Bridge
began working for the Debtors and the Petition Date.  The U.S.
Trustee suspects that Bridge may hold a contingent claim against
the Debtors, rendering Bridge not disinterested.

                            *     *     *

However, Judge Doyle overrules the U.S. Trustee's objection and
approves the Debtors' application to employ Bridge as Crisis
Managers.

                            *     *     *

As crisis manager and operational consultant, Bridge will:

     a) meet with senior management and financial staff to
        evaluate the CFC Debtors' cash flow and liquidity and
        propose and implement initiatives to improve these
        measures;

     b) work with management to identify cost reduction and
        corporate right-sizing opportunities;

     c) develop and present to the CEO and Board of Directors a
        wind down plan and budget designed to assist in the
        liquidation of the company through Chapter 11;

     d) assist in preparing for a Chapter 11 filing, including
        supervising the preparation of documents and schedules to
        comply with the Bankruptcy Code;

     e) work with financial staff to ensure that senior lenders
        and others have appropriate and timely information;

     f) meet with management to review their assessment of the
        current situation and evaluate their input for wind down;

     g) assist senior management in determining appropriate
        staffing levels;

     h) assist the CEO in implementing a Key Employee Retention
        Program;

     i) assist senior management with developing and executing
        negotiating strategies for dealing with senior debt
        holders, trade debt and other debts;

     j) attend meetings with senior management and the Board; and

     k) provide services on other matters as agreed upon by
        Bridge, the CEO and the Board.

The CFC Debtors have agreed to pay Bridge a $150,000 retainer.
Bridge will be entitled to a $500,000 success fee upon
consummation of a sale of the CFC Debtors' assets and $500,000
upon the effective date of a reorganization plan by the CFC
Debtors.  Jean FitzSimon of Bridge, to the extent her input is
appropriate and necessary, will bill the Debtors $500 per hour.
The firm's current hourly rates are:

           Principals                     $300 - 450
           Senior Associates/Consultants   250 - 300
           Associates/Consultants          200 - 275
(Conseco Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO INC: Gets Nod to Hire Lazard Freres as Investment Banker
----------------------------------------------------------------
Andrew Yearly, a director at Lazard Freres & Co. LLC, tells
Judge Doyle that Conseco Inc., and its debtor-affiliates and
Lazard have aggressively negotiated the terms of the Lazard
Engagement Letter.  Lazard made significant concessions,
including a reduction in its fees.  The indemnification
provisions of the Engagement Letter are typical of those granted
to Lazard in its engagements both in and out of bankruptcy.
These provisions are usual and customary in similar engagements.

Mr. Yearly relates that Lazard was and remains unwilling to
accept this engagement without the Lazard Indemnity.  Lazard
always seeks indemnification with its engagements.  "It is
Lazard's policy to deny engagements without equivalent
indemnifications, especially in troubled company situations,"
according to Mr. Yearly.  Lazard does not account for the risk
of losses in setting its fees and did not do so here.  Lazard's
work on this engagement is not covered by insurance.

Mr. Yearly attests that Lazard was not the Debtors' investment
banker for any prepetition security issuance.  The Debtors
retained Lazard in June 2002 to assist in restructuring and sale
transactions.  Lazard also agreed to waive prepetition claims
against the Debtors and rely solely on the terms of retention as
approved by the Court for any and all compensation and rights of
indemnification.

In the 90 days prior to the Petition Date, Mr. Yearly reports
that Lazard received:

              Payment Date            Amount
              ------------            ------
              September 23, 2002    $271,291
              October 15, 2002       280,100
              October 21, 2002       250,000
              November 13, 2002      273,993
              December 10, 2002      289,376

The payments were for monthly advisory fees plus expenses.
Lazard also received a transaction fee on the closing of an
asset sale on December 3, 2002.

Lazard agrees to return the October 21, 2002 payment to the
Debtors and waive all connected claims.

                       TOPrS Committee Objects

Donald J. Detweiler, Esq., clarifies that the TOPrS Committee
does not object to the Debtors' Application in its entirety.
However, the Committee does not like the compensation structure.
Since Lazard has been working for the Debtors since June 2002
for $250,000 per month, it has already received over $1,000,000
in compensation.

Additionally, Lazard seeks several Success Fees.  The TOPrS
Committee does not believe that Lazard should earn $11,000,000
simply through the confirmation of a Chapter 11 plan.  The form
of a Chapter 11 plan may be uncertain at this point, but
confirmation of a plan of some sort will almost certainly occur,
especially given the Debtors' prepetition negotiation efforts.

The TOPrS Committee agrees that Success Fees are appropriate,
but the outset of these cases is not the proper time to decide
on the amount.  Instead, Lazard should seek approval and
allowance of a Success Fee after the Transactions have been
completed.

                          *     *     *

Judge Doyle, after considering Lazard's return of $250,000 and
additional disclosure on its disinterestedness, approves the
Debtors' application.  All objections are overruled.  However,
each Indemnified Person is entitled to indemnification for
losses or claims that result from ordinary negligence only if
the Debtors' directors may be indemnified under the laws of the
state of incorporation.

                          *    *    *

Lazard Freres & Company is an investment banking firm focused on
providing financial advice.  Lazard maintains a presence in the
capital markets and has an asset management business.  It is a
registered broker-dealer and a member of the New York and
American Stock Exchanges, as well as the National Association of
Securities Dealers.

As postpetition investment banker, Lazard has agreed to:

    (a) identify and/or initiate potential Transactions;

    (b) review and analyze the Debtors' assets and the operating
        and financial strategies of the Debtors;

    (c) review and analyze the Debtors' business plans and
        financial projections by testing assumptions and
        comparing them to historical data and industry trends;

    (d) evaluate the Debtors' debt capacity in light of
        projected cash flows and assist in determining an
        appropriate capital structure;

    (e) review the terms of any proposed Transaction and
        evaluate alternative proposals;

    (f) determine a range of values for the Debtors and any
        securities offered by the Debtors in a Transaction or
        otherwise;

    (g) advise the Debtors on the risks and benefits of a
        Transaction and other strategic alternatives to maximize
        the business enterprise value;

    (h) review and analyze proposals the Debtors receive from
        third parties, including proposals for debtor-in-
        possession financing;

    (i) assist in negotiations with parties-in-interest
        including creditors and/or shareholders;

    (j) advise and attend meetings of the Debtors' Board of
        Directors, creditor groups, official constituencies and
        other interested parties;

    (k) participate in hearings before the Bankruptcy Court and
        provide testimony with miscellaneous matters or in
        connection with a proposed Plan;

    (l) assist and evaluate candidates for a potential Conseco
        Finance Transaction, a CCM Sale Transaction or other
        Sale Transactions; and

    (m) render other investment banking services as agreed upon
        by the Debtors and Lazard.

Lazard will seek compensation for its services at $250,000 per
month and reimbursement for expenses.  Lazard will be also
compensated with a $11,000,000 cash fee upon completion of a
Restructuring.  Furthermore, Lazard will be compensated up to
$5,000,000 in a Conseco Finance Restructuring and stands to
receive $1,000,000 if the CCM unit is sold.  Lazard will be paid
additional fees for any other transactions that may be
consummated.  Lazard will file interim and final applications
for allowance of its fees with the Court.  The Debtors are
advised that investment bankers do not keep detailed time
records similar to those of attorneys. (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.


CORRPRO COS.: Dec. 31 Working Capital Deficit Widens to $17 Mil.
----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), reported results for its
fiscal 2003 third quarter and nine months ended December 31,
2002. Consistent with Corrpro's business restructuring plan to
enhance earnings and lower debt levels through improvement in
operations and divestiture of non-core and international
operations, business segments being sold are reported as
discontinued operations and revenues and results from continuing
operations include only its core North American operations. The
Company's balance sheet and its year-to-date results reflect the
impact of recently effective goodwill accounting pronouncements
concerning the amortization and impairment of goodwill.

For the quarter, the Company reported revenues of $27.8 million
and net income from continuing operations of $0.2 million. This
compares with revenues and net income from continuing operations
of $33.5 million and $0.2 million, respectively, in the prior
fiscal year's third quarter. The gross profit margin improved to
32.3% for the quarter from 28.4% in the prior-year period.
Selling, general and administrative expenses, including unusual
charges, were $7.0 million (25.3% of revenues) versus $7.5
million (22.3% of revenues) a year ago. The Company incurred
unusual cash charges of $0.5 million during the quarter for
professional fees in connection with its loan agreements and
severance costs related to its restructuring plan, compared with
unusual charges of $0.1 million in the prior-year period.
Operating income from continuing operations of $2.0 million
compares with $2.0 million for the prior-year period. Excluding
the impact of the unusual charges, operating income from
continuing operations for the quarter would have been $2.5
million, $0.4 million greater than that of the prior-year
period. Prior- year period results from continuing operations
include amortization of goodwill. Under new accounting standards
applicable to the Company, such amortization ceased to be
effective April 1, 2002. Had the new standard been effective for
the third quarter of the prior fiscal year, income from
continuing operations would have increased by approximately $0.2
million, or $0.03 per diluted share.

During the fiscal 2003 third quarter, the Company recorded net
income from discontinued operations of $0.3 million. For the
prior-year period, the Company's loss from discontinued
operations totaled $0.1 million.

Commenting on the fiscal 2003 third quarter financial results,
Joseph W. Rog, Chairman, Chief Executive Officer and President,
said, "We continue to make progress in our restructuring
program. Our continued strong cash flow generated by operations
has allowed us to reduce debt by $4.4 million for the quarter
and $6.8 million for the nine months ended December 31, 2002.
This continuing trend of strong cash flow has been achieved
despite a number of extraordinary cash related expenses and
significantly higher interest rates. Although no significant
asset sales closed during the quarter, we continue to make
progress toward divesting of our non-core and international
operations, for which investment banking firms have been
engaged.

"Although we continue to experience revenue shortfalls
associated with general economic conditions on the operating
front, we were able to increase operating income from continuing
operations before any extraordinary costs by 18.5% over the
prior-year third quarter."

Mr. Rog continued, "As we enter into our seasonally low fourth
quarter, although expected to be improved over the prior-year
period, we have been adversely impacted by the severe winter
being experienced in much of the country. Further, we have
experienced unanticipated startup problems on a Coatings
project. These factors will likely result in a net loss from
continuing operations in the fourth quarter. However, as we look
forward to fiscal year 2004, we expect to return to operating
levels similar to those experienced in the first and second
quarters of fiscal year 2003."

For the nine-month period ended December 31, 2002, the Company
reported revenues and a net loss from continuing operations of
$82.9 million and $0.7 million, respectively, versus revenues
and net income of $97.6 million and $1.1 million, respectively,
in last year's comparable period. The gross profit margin was
32.5% compared with 29.9% in the prior-year period. Selling,
general and administrative expenses, including unusual charges,
were $22.8 million (27.5% of revenues) for the nine-month period
ended December 31, 2002, compared with $22.9 million (23.4% of
revenues) for the prior-year period. The Company incurred
unusual cash charges of $3.1 million during the period,
including expenses related to the loss on investment in its
Australian subsidiary, professional fees in connection with its
loan agreements and severance costs related to its restructuring
plan, compared with unusual charges of $0.2 million in the
prior-year period. Operating income from continuing operations
was $4.2 million compared with $6.3 million a year ago.
Excluding the impact of the unusual charges, operating income
from continuing operations for the nine-month period this year
would have been $7.3 million, $0.8 million greater than in the
prior-year period. For the nine-month period ended December 31,
2002, the reported net loss, which includes a non-cash charge of
$18.2 million related to a previously reported revaluation of
goodwill, was $23.6 million, or $2.81 per share, compared with a
net loss of $0.1 million, or $0.01 per share, in the prior-year
period. Prior-year results for continuing operations include
amortization of goodwill. Under new accounting standards
applicable to the Company, such amortization ceased to be
effective April 1, 2002. Had the new standard been in effect for
the prior fiscal year, income from continuing operations for the
nine-month period ended December 31, 2001, would have increased
by approximately $0.6 million, or $0.08 per diluted share.

The loss from discontinued operations for the nine-month period
ended December 31, 2002, of $4.6 million is composed primarily
of non-cash charges totaling $4.8 million required to recognize
the cumulative effect of currency translation adjustments, other
comprehensive income amounts and charges for professional fees
related to the discontinuance of the International and Other
Operations segments. For last year's comparable period, the loss
from discontinued operations totaled $1.2 million.

Further financial information is more fully reflected in the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2002, as filed.

Corrpro Companies' December 31, 2002 balance sheet shows that
its working capital deficit widened to about $17 million, from
about $5 million recorded at March 31, 2002. Total shareholders'
equity, meanwhile, has further shrunk to about $5 million from
about $28 million recorded at March 31, 2002.

In its Form 10-Q for the period ended December 31, 2002, the
Company reported: "Due to the fact that the Company's Revolving
Credit Facility expires on July 31, 2003, it will be necessary
for the Company to amend this Revolving Credit Facility to
extend the expiration date. If the Company is unable to
negotiate an amendment to the Revolving Credit Facility, it will
be necessary for the Company to refinance or repay this debt.
The Company cannot assure that it will be able to accomplish
such a transaction on terms acceptable to the Company. Failure
to do so would have a material adverse effect on the Company's
liquidity and financial condition and could result in the
Company's inability to operate as a going concern. If the
Company is unable to operate as a going concern, it may file, or
may have no alternative but to file, bankruptcy or insolvency
proceedings or pursue a sale or sales of assets to satisfy
creditors."

Corrpro, headquartered in Medina, Ohio, with over 60 offices
worldwide, is the leading provider of corrosion control
engineering services, systems and equipment to the
infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading
supplier of corrosion protection services relating to coatings,
pipeline integrity and reinforced concrete structures.


CRESCENT REAL: David Sherman Resigns from Trust Managers' Board
---------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) said that David
M. Sherman has resigned from its Board of Trust Managers,
effective immediately.  Mr. Sherman will be devoting more time
to his other business activities, which include being a co-
managing member of Metropolitan Real Estate Equity Management,
LLC, as well as continuing his role as an adjunct professor of
real estate at Columbia University Graduate School of Business
Administration.

"We thank Mr. Sherman for his contributions to the company while
serving as a member of Crescent's board," commented John C.
Goff, vice chairman and CEO of Crescent Real Estate Equities
Company. "We wish him well in his future endeavors."

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 73 premier office buildings
totaling 29.5 million square feet located primarily in the
Southwestern United States, with major concentrations in Dallas,
Houston, Austin and Denver. In addition, the company invests 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: S&P Ups Rating to BB- Citing Improved Fin'l Profile
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on metal container manufacturer Crown Cork & Seal Co.
Inc., to 'BB-' from 'B-' based on improvement to the company's
financial profile following its recent debt refinancing.

Standard & Poor's said that at the same time it removed all of
its ratings on Crown from CreditWatch where they were placed on
Jan. 29, 2003. The current outlook is stable. Philadelphia,
Pa.-based Crown Cork & Seal had outstanding debt of about $4
billion at Dec. 31, 2002.

"The upgrade reflects the meaningful improvement in Crown's
financial profile resulting from its recent debt refinancing,
which extended Crown's substantial near-term debt maturities and
improved its liquidity," said Standard & Poor's credit analyst
Paul Vastola. Mr. Vastola said that although Crown remains
heavily leveraged and Crown's credit protection measures are
still somewhat weak for the current rating, Standard & Poor's
expects that the strength of the company's business will allow
management to continue its debt reduction efforts and strengthen
credit measures to more appropriate levels.

Standard & Poor's said that its ratings on Crown Cork reflect
its aggressive financial profile, still-onerous debt burden, and
the risks associated with its asbestos litigation, which
overshadow its average business risk profile.

Crown Cork & Seal's 8.000% bonds due 2023 (CCK23USR1) are
trading at about 73 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCK23USR1for
real-time bond pricing.


DESA HOLDINGS: Wants Court to Extend Exclusivity through May 15
---------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to maintain their
exclusivity periods.  The Debtors want to extend their time
period within which only the Company has the right to file a
Chapter 11 Plan through May 15, 2003, and DESA wants until July
12, 2003, to solicit acceptances of the Plan from their
creditors.

The Debtors argue that cause exists to extend their exclusivity
periods.  The Debtors relate that since the Petition Date,
management and professionals have been consumed with the
operation of the Debtors' businesses and the resolution of a
number of complex business decisions.  Since the Petition Date,
management and DESA's professionals have devoted their time and
resources to numerous matters, including:

      a) drafting and revising the amendments to the DIP order
         and DIP agreement, satisfying the requirements of the
         DIP agreement, and preparing for hearings on the
         approval of such DIP financing;

      b) managing the Debtors' entry into chapter 11;

      c) maintaining their relationships with customers,
         employees, and critical vendors;

      d) preparing their voluminous schedules and statements of
         financial affairs;

      c) commencing the process of reconciling certain
         reclamation claims;

      f) stabilizing their cash management operations;

      g) retaining certain key employees and developing and
         negotiating a key employee retention program; and

      h) reestablishing communications with trade vendors,
         honoring certain prepetition obligations to certain
         essential trade vendors and attempting to reestablish
         favorable trade terms with such essential trade vendors.

The Debtors are also in the process of closing the proposed
asset sale to HIG DESA Acquisition LLC.

In accordance with the Final Asset Purchase Agreement, the
Debtors prepared their determination of the Estimated Closing
Working Capital and delivered to HIG a statement setting forth
the Debtors' calculations. Currently, the Debtors are in the
process of determining the Final Working Capital and plan to
deliver to HIG a statement setting forth the Debtors'
calculations thereof by January 23, 2003.

Consequently, HIG will have 30 days following delivery of the
Debtors' Final Working Capital calculation to object to such
calculation and the Debtors have 10 days to resolve any
outstanding issues with respect to the calculation basing on the
objection, if any.

Thus, up until now, the Debtors' management and professionals
have not been afforded with the time necessary to develop a
consensual plan to distribute the Sale proceeds. In addition,
determination of the Final Working Capital calculation will
influence negotiations of any proposed plan.  The Debtors relate
that they need an extension to properly come up with a
consensual plan for the benefit of the estate, creditors and
parties-in-interests.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002 (Bankr. Del.
Case No. 02-11672). Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl Young & Jones represents the Debtors in their
restructuring efforts.


DICE INC: Files Prepackaged Chapter 11 Case in S.D.N.Y.
-------------------------------------------------------
Dice Inc., (OTC Bulletin Board: DICE) filed a voluntary petition
for relief under Chapter 11 of the U.S. Bankruptcy Code.  The
filing was made together with a plan of reorganization and a
related disclosure statement jointly proposed by the Company and
its largest noteholder.

This filing follows the Company's announcement on January 28,
2003, that it had entered into an agreement with its largest
noteholder that provided for a plan to restructure the Company's
capital structure through a pre-arranged bankruptcy filing. The
Company plans to emerge from the process in mid-2003 as a
privately held, essentially debt-free company.

The Chapter 11 process is expected to facilitate the Company's
capital restructuring, which is designed to put in place a
capital structure that is more appropriate for its business.
Chapter 11 allows a company to continue operating its business
and to maximize recovery for the company's stakeholders.

"It is business as usual at our two operating companies, where
we continue to provide our customers with the highest quality
service," said Scot W. Melland, president and chief executive
officer of Dice Inc. "We are committed to completing our capital
restructuring as quickly as possible."

Dice Inc. made the filing in U.S. Bankruptcy Court for the
Southern District of New York. Dice Inc.'s two operating
subsidiaries, Dice Career Solutions, Inc., and MeasureUp, Inc.,
are not part of the Chapter 11 process.

The lock-up agreement announced on January 28, 2003 calls for
Elliott Associates, L.P. and Elliott International, L.P., which
collectively hold approximately 48% of the Company's 7%
Convertible Subordinated Notes due January 2005, to vote in
favor of a plan in which the Company would exchange 95% of its
common stock for all of the $69.4 million outstanding face
amount of the Notes. The agreement also calls for the Company to
effect this transaction through a pre-arranged bankruptcy
filing, and for the Company to emerge from the process as a
privately held company.

The plan of reorganization provides for the 130 largest
shareholders to receive 5% of common stock in the reorganized
Company, and for the remainder of shareholders to receive an
allocation of cash of no more than $50,000 in the aggregate. In
addition to retaining 5% ownership, existing Dice shareholders
who receive new common stock would also receive warrants to
acquire an additional 8% of new common stock of the reorganized
Company. These warrants would have an exercise price which would
equate to an equity value for the reorganized Company of $69.4
million in the aggregate.

The proposed reorganization plan will be submitted for a vote to
all noteholders and shareholders after a disclosure statement
relating to the plan is approved by the bankruptcy court.

Bankruptcy law does not permit solicitation of acceptances of
the reorganization plan until the bankruptcy court approves the
disclosure statement. Accordingly, this press release is not
intended to be, nor should it be construed as, a solicitation of
a vote on the plan. There can be no assurances that the proposed
capital restructuring will be successful.

Dice Inc., (OTC Bulletin Board: DICE) -- http://about.dice.com
-- is the leading provider of online recruiting services for
technology professionals. Dice Inc. provides services to hire,
train and retain technology professionals through its two
operating companies, dice.com, the leading online technology-
focused job board, as ranked by Media Metrix and IDC, and
MeasureUp, a leading provider of assessment and preparation
products for technology professional certifications.  Dice
Inc.'s corporate profile can be viewed at http://about.dice.com


DICE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dice Inc.
         3 Park Avenue
         33rd Floor
         New York, New York 10016
         fka EarthWeb, Inc.

Bankruptcy Case No.: 03-10877

Type of Business: Provides career management solutions to tech
                   professionals via online job board, dice.com,
                   through non-debtor subsidiary Dice Career
                   Solutions, Inc., and certification
                   preparation and assessment products through
                   non-debtor subsidiary MeasureUp, Inc.

Chapter 11 Petition Date: February 14, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Robert Joel Feinstein, Esq.
                   Pachulski Stang Ziehl Young & Jones P.C.
                   461 Fifth Avenue
                   New York
                   New York, NY 10017
                   Tel: (212)624-9430
                   Fax : (212) 624-9435

Total Assets: $38,795,000

Total Debts: $82,080,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
USbank, Corporate           Indenture Trustee      $69,434,000
Trust Division              for 7% Convertible
633 West 5th Street,        Sub. Notes
12th Floor
Los Angeles, CA 90071
Teri Miyashiro,
  Corp. Trust. Admin.
Tel: 212 362-7366

Elliott Assoc. &            Noteholder             $33,554,000
Elliott International LP
712 Fifth Avenue, 36th Floor
New York, NY 10019
Norbert Lou
212 506-2999

RH Capital Assoc.           Noteholder             $12,937,000
139 W. Saddle River Road
Saddle River, NJ 07458
Rob Horwitz
201 258-2404

Merced Partners             Noteholder              $5,750,000
Tamarack International
c/o EBF & Associates
601 Carlson Pkwy, Ste 200
Minnetonka, MN 55305
Thomas Siering
EBF & Associates
952 476-7200

Spirit Capital              Noteholder              $3,000,000
P.O. Box 706
Old Greenwich CT 06870
Douglas Campbell
Tel: 203 637-1497

Bear Stearns & Company      Noteholder              $2,658,000
One Metrotech Center No.
Brooklyn, NY 11201
Vincent Marzella, Proxy Dept.
347 643-2302

Argent Financial Group      Noteholder              $2,500,000
Tower Blvd.
University Tower, Ste 1104
Durham, NC 27707
Bobby Richardson
919 403-2644

Sagamore Hill Capital Mgmt  Noteholder              $2,300,000
Two Greenwich Office Park
Greenwich CT 06831-5115
Jason Sudol
203 422-0675

David Nagelberg             Noteholder              $2,000,000
P.O. Box 2142
Rancho Santa Fe, CA 92067
858-759-2654

Ronald Heller               Noteholder              $1,030,000
c/o Salomon Smith
  Barney
333 W. 34th Street
New York, NY 10001
Patricia Haller, Reorg. Dept.
212 615-9346

Goldman Sachs               Noteholder              $1,000,000
180 Maiden Lane
New York, NY 10038
Patricia Baldwin,
Proxy/Class Actions Dept.
212 902-0321

Yvonne & Roy Polatchek      Noteholder                $500,000
c/o Investec Ernst & Co.
One Battery Park Plaza
New York, NY 10004
Anthony Sagaria
Proxy Dept.
212 898-6437

Lloyd Miller III            Noteholder                $500,000
c/o Northern Trust
801 S. Canal C-IN
Chicago, IL 60607
Northern Trust, Proxy Dept.
312 630-8930

Investec Ernst & Co.        Noteholder                $395,000
One Battery Park Plaza
New York, NY 10004
Anthony Sagaria
Proxy Dept.
212 898-6437

Janice Nesses               Noteholder                $335,000
c/o Investec Ernst & Co.
One Battery Park Plaza
New York, NY 10004
Anthony Sagaria
Proxy Dept.
212 898-6437

Montgomery Securities       Noteholder                $300,000
300 Harmon Meadow Blvd.
Secaucus, NJ 07904
Reorganization Dept.
646 733-4206

WCC Services U.S. Inc.      License Agreement         $150,000

Murray & Geraldine          Noteholder                $145,000
  Nagelberg

Alan Winters                Noteholder                $100,000

Wesley Richard              Noteholder                $100,000


DYNEGY INC: Amends 2001 Form 10-K to Restate Financials
-------------------------------------------------------
Dynegy Inc., (NYSE:DYN) filed an amendment to its 2001 Form 10-K
with the Securities and Exchange Commission that includes
unaudited restated financial statements for the years 1999, 2000
and 2001. Dynegy previously reported restatements to its 1999
through 2001 financial statements in its Current Reports on Form
8-K dated Nov. 14, 2002 and Jan. 31, 2003. The Form 10-K/A filed
today reflects the previously reported restatement items
together with further minor adjustments that have arisen as a
result of continuing work on the three-year re-audit. These
further adjustments, which primarily relate to the previously
reported change in the company's forward power curve
methodology, result in a reduction to 2001 net income as
previously reported on Jan. 31 of approximately $11 million and
an increase to 2002 net income as previously reported on Jan. 31
of approximately $13 million.

The financial statements included in the Form 10-K/A reflect all
restatement items currently known to management, but remain
subject to the three-year re-audit being performed by
PricewaterhouseCoopers LLP, the company's independent auditor.
Following completion of the re-audit, which the company expects
will occur in March 2003, further amendment to the Form 10-K/A
will be required to include the audit report of
PricewaterhouseCoopers and to reflect any other necessary
changes, including changes that may arise from the re-audit,
some of which could be material.

Dynegy's Form 10-K/A is available free-of-charge through the
Securities and Exchange Commission's Web site at
http://www.sec.govand through the "News and Financials" section
of the company's Web site at http://www.dynegy.com In addition,
Dynegy will post a revised version of its Jan. 31 earnings news
release on its web site during the week of Feb. 17, 2003.  This
revised news release will reflect the further adjustments that
have been made to the financial information originally contained
in the Jan. 31 news release, consistent with the Form 10-K/A.

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids and regulated energy delivery.
Through these business units, the company serves customers by
delivering value-added solutions to meet their energy needs.

As previously reported in Troubled Company Reporter, Dynegy said
that its financial results for the fourth quarter 2002 reflected
additional restatements to the company's previously reported
results for 1999 through 2001 and for the first three quarters
of 2002.

The restatements could affect Dynegy's ability to comply with
the financial covenants in certain credit agreements.
Management will continue to monitor the company's compliance
with these covenants as its 2002 financial statements are
finalized and will notify its lenders if the company is unable
to remain in compliance.

Dynegy Holdings Inc.'s 8.750% bonds due 2012 (DYN12USR1) are
trading at about 48 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for
real-time bond pricing.


ENCOMPASS SERVICES: Court Clears National Union Settlement Pact
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates sought
and obtained Court approval of a settlement and mutual release
of claims between Debtor Building One Service Solutions, Inc.,
and National Union Fire Insurance Company of Pittsburgh,
Pennsylvania.  The Agreement resolves a claim submitted by
Building One under a policy of fidelity insurance.

According to Shayne Hurst Newell, Esq., at Weil, Gotshal &
Manges LLP, in Houston, Texas, Building One submitted a proof of
loss to National Union requesting the payment of $5,000,000 in
October 2000 -- this is the full limit of coverage available
under the fidelity insurance policy -- in connection with a loss
associated with Building One's operation known as Interstate
Building Services.

However, as of early 2002, National Union still made no payment
to Building One.  As a result, Building One initiated litigation
against National Union in the U.S. District Court for the
Eastern District of Virginia seeking to recover $5,000,000.
After the lawsuit was filed, National Union made a $594,429
partial payment to Building One on the claim.

To avoid costly, time-consuming litigation, Building One and
National Union have entered into settlement agreement.  Mr.
Newell explains that in spite of the sale of substantially all
of Building One's assets to Horizon National Services, LLC, the
purchase and sale agreement between Building One, Encompass
Services Corporation, and Horizon expressly provided that any
proceeds arising out of this Settlement Agreement are not
included in the assets sold to Horizon.  Thus, Building One
retains the right to compromise and settle the dispute.

The salient terms of the Settlement Agreement and Release are:

   (a) National Union will:

       -- pay to Building One's parent company, Encompass,
          $4,100,000 as payment of the claim.  National Union has
          already paid $594,429 to Building One on May 21, 2002.
          So, National Union is only required to pay $3,505,571;
          and

       -- release all claims it may have against Building One
          arising out of the circumstances giving rise to the
          loss or the litigation, including any claim to recoup,
          recover, or for reimbursement of any of the sums
          National Union has paid to Building One in settlement
          of Building One's claims; and

   (b) Building One will:

       -- submit a jointly executed Proposed Order of Dismissal
          to the Virginia Court terminating the litigation
          between the parties; and

       -- release all of the claims it has against National Union
          arising out of the circumstances giving rise to the
          loss. (Encompass Bankruptcy News, Issue No. 6;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Fee Committee Wins Nod to Hire 2 Assistant Analysts
---------------------------------------------------------------
The Enron Fee Committee obtained the Court's authority to retain
Jan Ostrovsky and David B. Hathaway as assistant legal
applications analysts, nunc pro tunc to December 20, 2002.

The hourly billing rates of Mr. Ostrovsky and Mr. Hathaway will
be $240 per hour, which will be the same as the hourly billing
rate of Ms. Jansing.  As proposed, Mr. Ostrovsky and
Mr. Hathaway will file monthly statements and fee applications,
and be compensated, in accordance with the provisions of the
January 17, 2002 Administrative Order of the Court as from time
to time amended. (Enron Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EXIDE TECHNOLOGIES: Reports Improved Operational Results in Q3
--------------------------------------------------------------
Exide Technologies (EXDTQ.OB), a global leader in stored
electrical energy solutions, announced that for the third
quarter ended December 31, 2002, the Company reported a
consolidated net loss of $7.0 million (compared with a
consolidated net loss of $200.4 million for the prior year
period), after recording $12.2 million in costs related to its
Chapter 11 reorganization (Bankr. Del. Case No. 02-11125)
efforts and certain workforce reductions and facility closures.

Results for the quarter were favorably impacted by benefits
realized from plant rationalization, other restructuring
initiatives and the strength of the Euro. Prior period results
included restructuring costs of $13.6 million and a goodwill
impairment charge of $105 million.

Craig Muhlhauser, Chairman, President and Chief Executive
Officer of Exide, said, "We are very pleased with the
performance in our fundamental operations that is reflected in
this quarter's results and the progress that represents. Despite
the difficult economic environment during this period, we have
continued to maintain strong global market share in each of our
businesses. There remains much to be done to return Exide to
strength and profitability, and we are determined to do that
work. However, I believe these results indicate our
restructuring initiatives are taking root, and that is both
gratifying and encouraging."

                       Operational Results

For the third quarter of fiscal 2003, the Company reported net
sales of $622.1 million compared with $633.1 million in the
prior year quarter. Decreased sales reflected declines in sales
volumes in each of Exide's three business segments, which were
partially offset by gains attributable to the strength of the
Euro and the Company's warranty management programs.

The Company reported gross profit of $152.8 million and gross
margin of 24.6 percent in the third quarter of fiscal 2003. In
the comparable quarter of fiscal 2002, Exide reported gross
profit of $110.0 million and gross margin of 17.4 percent. Prior
year results were unfavorably impacted by inventory write-downs
and a charge for excess purchase commitments. Comparable period
over period margin improvements were derived from facility
consolidations and realization of implemented manufacturing
efficiencies.


Complete details on Exide's third quarter earnings, as well as
restructuring initiatives, are publicly available in a Form 10-Q
filed by Exide on February 14, 2003 with the Securities and
Exchange Commission. It can be found at http://www.sec.gov

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range
of stored electrical energy products and services for industrial
and transportation applications.

Transportation markets include original-equipment and
aftermarket automotive, heavy-duty truck, agricultural and
marine applications, and new technologies for hybrid vehicles
and 42-volt automotive applications. Industrial markets include
network power applications such as telecommunications systems,
fuel-cell load leveling, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS), and motive-power applications including lift
trucks, mining and other commercial vehicles.

Further information about Exide, its financial results and other
information are available at http://www.exide.com


FAIRFAX FIN'L: Fitch Places Several Ratings on Watch Negative
-------------------------------------------------------------
Fitch Ratings placed the ratings of Fairfax Financial Holdings
Ltd. and its insurance company subsidiaries on Rating Watch
Negative. The action reflects Fitch's heightened concern
regarding Fairfax's ability to service its considerable holding
company cash obligations, including interest payments and debt
maturities. The action is being taken both as a result of
Fitch's ongoing analysis of the company's credit fundamentals
and following a review of additional disclosures made by
management in connection with its reporting of yearend 2002
financial results this week.

Fitch expects to conclude its Rating Watch in the next several
weeks after reviewing Fairfax's 2003 Annual Report and other
detailed yearend financial statements. The Rating Watch Negative
indicates that the ratings will either be affirmed or
downgraded. It is possible that at the end of the review
Fairfax's ratings could be lowered by more than one notch.

Fairfax faces sizable financing risks over the next year
associated with upcoming debt and hybrid securities maturities,
as well as meeting the benchmarks to release assets from the
trust set up in connection with restructuring of TIG Insurance
Company, including the financing and placement of an external
$300 million adverse loss development cover. Fitch estimates
that Fairfax may need to fund over C$800 million of cash
obligations in 2003.

Sources to fund its obligations include slightly over C$500
million of holding company cash, potential tax receipts of
roughly C$150 million from operating loss carryforwards upon the
tax consolidation of Odyssey Re as well as other U.S.
subsidiaries, management fees and upstream dividends from
operating subsidiaries. The primary source of upstream dividends
is ORC Re, an offshore subsidiary formed to conduct various
affiliated transactions. Upstream dividend capacity from
Fairfax's core operating subsidiaries currently is quite modest,
which is of concern to Fitch.

In addition, while Fairfax maintains unused bank lines of credit
totaling over C$300 million, the company faces potential
declines in available bank lines of credit, as well as the
expirations of bank letter of credit facilities backing
reinsurance obligations. Barring the sale or partial sale of any
of its affiliates, Fitch believes that in order to meet its
obligations in 2003 Fairfax may either draw on lines of credit
or reduce its cash balances.

Fitch is also concerned that over the longer-term, adequate
dividend flow to the parent company to service holding company
obligations will depend on the continued generation of
meaningful realized investment gains, as well as sustained
favorable underwriting results from U.S. primary operations in
order to move these companies to a dividend paying position.
While Fitch recognizes Fairfax's demonstrated investment
expertise and history producing relatively consistent realized
investment gains, it not does view this source of income as
reliable and predictable.

Further, Fitch is unsure if the U.S. insurance operations have
developed a sufficient competitive advantage in their markets to
sustain strong underwriting over a market cycle. Fitch is also
concerned with the levels of loss reserves for commercial
property/casualty insurers on an industry-wide basis, for both
recent accident years and for latent exposures such as asbestos.
That said, up to $300 million of additional reserve development
at Crum & Forster would be absorbed by finite risk reinsurance
contracts, and Fitch was comforted that no additional
development was present in the fourth quarter 2002.

As noted, Fairfax's announcement of plans to raise its ownership
interest in Odyssey Re to over 80% to allow for a tax
consolidation should produce a meaningful financial benefit to
Fairfax given its net operating loss carryforward. However, such
an action also limits Fairfax from raising equity capital
through a secondary offering of Odyssey Re shares without
potentially taking a charge related to its deferred tax asset.
Fitch had viewed the latter as a potential sizable source of
equity capital, assuming the $300 million TIG-related cover was
placed and Odyssey Re shares were withdrawn from the trust.

Fitch's review will focus on the dividend capacity of Fairfax's
operating subsidiaries after considering the adequacy of
capital, expectations for profitability and level of
unencumbered assets; Fairfax's negotiations to renew its bank
facility, as well as loss reserve adequacy of U.S. primary
insurance and reinsurance companies.

Fairfax Financial Holdings Limited is a publicly traded
insurance holding company that is listed on the New York and
Toronto Stock Exchanges with operating subsidiaries primarily
engaged in property/casualty insurance, reinsurance and
insurance claims management services. The company had assets of
C$35.1 billion and shareholders' equity of C$3.6 billion at year
end 2002.

                       Rating Actions

             Fairfax Financial Holdings, Limited

      -- Senior Debt Rating Watch Negative 'BB'.

                   TIG Holdings, Inc.

      -- Senior Debt Rating Watch Negative 'B+';

      -- Trust Preferred Rating Watch Negative 'B-'.

             Members of The Fairfax Primary Insurance Group

      -- Insurer Financial Strength Rating Watch Negative 'BBB+'.

                    Odyssey Re Group

      -- Insurer Financial Strength Rating Watch Negative 'A-'.

             Members of the TIG Insurance Group

      -- Insurer Financial Strength Rating Watch Negative 'BB+'.

Commonwealth Insurance Co.

      -- Rating Watch Negative 'BBB+'.

Commonwealth Insurance Co. of America

      -- Rating Watch Negative 'BBB+'.

Ranger Insurance Co.

      -- Rating Watch Negative 'BBB'.


      The members of the Fairfax Primary Insurance Group are:

Federated Insurance Co. of Canada

Industrial County Mutual Insurance Co. Crum & Forster Insurance
Co. Crum & Forster Underwriters of Ohio Crum & Forster Indemnity
Co. The North River Insurance Co.

United States Fire Insurance Co.

Lombard General Insurance Co. of Canada Lombard Insurance Co.
Zenith Insurance Co. (Canada)

Markel Insurance Co. of Canada

             The members of the Odyssey Re Group are:

Odyssey America Reinsurance Corp.

Odyssey Reinsurance Corp.

             The members of the TIG Insurance Group are:

Fairmont Insurance Company

TIG American Specialty Ins. Company

TIG Indemnity Company TIG Insurance Company TIG Insurance
Company of Colorado

TIG Insurance Company of New York

TIG Insurance Company of Texas TIG Insurance Corporation of
America TIG Lloyds Insurance Company TIG Premier Insurance
Company TIG Specialty Insurance Company


GENTEK INC: Earns Go-Signal to Implement Key Employee Programs
--------------------------------------------------------------
GenTek Inc., and its debtor-affiliates obtained the Court's
authority to implement or continue certain key employee programs
and honor, in part, prepetition obligations arising under the
programs.

                Prepetition Executive Retention Plan

In connection with the commencement of certain restructuring
initiatives, on April 2002, the Debtors initiated a Prepetition
Retention Plan to ensure that they would be able to rely on the
services of their most essential Key Employees during this
period.  The Prepetition Retention Plan provided for retention
bonuses to be paid to a select group of 23 Key Employees in two
installments, with 30% of each bonus to be paid in December 2002
and the remaining amount of each bonus payable in December 2003.

23 Key Employees are eligible to receive payments under the
Prepetition Retention Plan.  These 23 Key Employees are the
Debtors' senior and most irreplaceable employees -- excluding
the Debtors' Chief Executive Officer -- whose energies and
talents will be critical to the Debtors' successful
reorganization.  In choosing to remain in the Debtors' employ
and forgo other employment opportunities during the critical
months leading up to the commencement of these cases, many of
the 23 Key Employees have relied on the promise of the
Prepetition Retention Plan, which was intended to, among other
things, offset the Debtors' inability to offer meaningful stock
options or other equity-based compensation.  The 23 Key
Employees have not yet received any payment under the
Prepetition Retention Plan.

In view of that, the Debtors obtained permission from Judge
Walrath to honor their obligations under the Prepetition
Retention Plan with respect to the portions of the retention
bonuses due to be paid to the 23 Key Employees in December 2002.
The Debtors are obligated to pay $900,000 on account of the
December 2002 bonus.

The Debtors do not intend to pay the remaining amount of
Prepetition Retention Plan bonuses currently scheduled to be
paid in December 2003.  The amounts payable in December 2003
will be replaced by the KERP program, and all eligible Key
Employees will be required to waive their remaining rights under
the Prepetition Retention Plan as a condition of their
participation in the KERP program.

                     Key Employee Retention Plan

The Debtors will implement a new KERP program designed to
address the heightened uncertainties facing them and their
employees as a result of the Chapter 11 Petition.

The proposed KERP provides for payment of periodic retention
bonuses to, and enhanced severance protection for, 220 Key
Employees during the pendency of these Chapter 11 cases.  The
KERP also provides a smaller group of 15 Key Employees with
enhanced severance protections in lieu of other severance rights
in the event that any of 15 Key Employees are terminated in
connection with a sale of a business segment in which they are
employed or with a change in control of the Debtors, which will
not include the Debtors' emergence from bankruptcy as a stand
alone business.

A. KERP Retention Bonus Plan

The KERP provides retention bonuses to the 220 Key Employees
payable in installments throughout the duration of the Debtors'
Chapter 11 cases.  Under the proposed KERP, the Debtors will
make these retention bonus payments:

   (a) 50% of the annual retention bonus amount will be paid six
       months after the Petition Date;

   (b) 50% of the annual retention bonus amount will be paid
       12 months after the Petition Date, or two months after the
       date the Debtors emerge from Chapter 11, if the Emergence
       Date occurs less than a year after the Petition Date; and

   (c) If the Debtors' Chapter 11 cases extend beyond 12 months
       from the Petition Date:

           (i) 50% of the annual retention bonus amount for each
               full six-month period will be paid after the 12-
               month anniversary of the Petition Date; and

          (ii) a prorated portion of 50% of the annual retention
               bonus amount will be paid two months after the
               Emergence Date for the six-month period in which
               the Debtors emerge from Chapter 11 bankruptcy.

The amount of each Key Employee's annual bonus under the
proposed KERP will range from 10% to 125% of that Key Employee's
annual base salary.  However, GenTek's Chief Executive Officer
and Chief Financial Officer will each be entitled to receive an
annual KERP retention bonus equal to 150% of their annualized
base salaries.

The payment of the proposed KERP retention bonuses on a periodic
basis during the pendency of these cases will be in lieu of the
December 2003 bonuses otherwise payable to eligible Key
Employees under the Prepetition Retention Plan.

The payment of the proposed KERP retention bonuses will
generally be conditioned on each eligible Key Employee's
remaining actively employed and in good standing as of each
payment date:

   -- If a Key Employee voluntarily terminates employment during
      the pendency of the Debtors' Chapter 11 cases, or is
      terminated for cause, all future KERP retention bonuses
      payable to that person including any prorated portions,
      will be forfeited;

   -- If a participating Key Employee dies, becomes disabled or
      is terminated other than for cause, that person will be
      eligible to receive a prorated payment of the KERP
      retention bonus applicable to the period before that Key
      Employee's termination; and

   -- If a participant's termination is related to the sale of
      the business segment in which that participant works, he
      will be entitled to full payment of the KERP retention
      bonus for the period in which the sale occurs.  In the
      event of a change of control, the Debtors will require
      GenTek's buyer to assume and continue the KERP Retention
      Bonus Plan, provided, however, that the Debtors' emergence
      from Chapter 11, unless in conjunction with a sale of the
      Debtors' business, will not be deemed a change of control.

The Debtors will aside $500,000 in a discretionary KERP
retention bonus pool, including amounts of future KERP bonuses
that become available due to termination of Key Employees.  The
pool will be used to make KERP retention payments to individuals
who are hired after the KERP program is approved to replace
departing Key Employees, as well as to compensate existing
employees who become Key Employees during the pendency of the
KERP program.

Estimated total annual cost of the proposed KERP retention bonus
program assuming all Key Employees remain eligible and excluding
any discretionary amounts is $10,600,000.

B. KERP Enhanced Severance Benefits

The proposed KERP program also provides enhanced severance
benefits to eligible Key Employees, who will receive a lump sum
payment of salary as well as a continuation of medical and life
insurance benefits -- depending on the identity and position of
each individual Key Employee -- with respect to a period from
six months to three years from the employee termination date.
The treatment is intended as an enhancement of the Debtors'
current severance practice, under which the majority of Key
Employees are entitled to severance for a period of between six
and 12 months following termination.  Those Key Employees who
terminate their employment voluntarily, or who are terminated
for cause, will not be eligible to receive KERP severance
payments.

C. KERP Chance in Control Protections

The KERP program further provides for alternative severance
protections -- which will be in lieu of any other severance
rights -- to 15 of the Debtors' most senior Key Employees in the
event that they are terminated without cause within 12 months
after a change of control of the Debtors or a sale of the
business segment by which they are then employed.  Under this
provision, each covered Key Employee will receive a severance
payment of at least 150% and no more than 200% of the sum of
that person's annualized base salary plus annualized performance
bonus target.  However, the Debtors' CEO and CFO will each be
entitled to receive a change of control severance payment equal
to 300% of the sum of his annualized base salary plus annualized
performance bonus target.  The Debtors' emergence from Chapter
11 pursuant to a confirmed plan of reorganization, unless in
conjunction with a sale of the Debtors' business, will not be
deemed a "change of control" for purposes of the KERP.

The Debtors estimate the theoretical maximum cost of their Key
Employee severance program, as enhanced by the proposed KERP
program and including Key Employee change in control
protections, to be $35,000,000.  However, the Debtors believe
that the actual cost of their Key Employee severance program
will be far less than this theoretical maximum amount.

               Supplemental Executive Retirement Plan

Before the Petition Date, the Debtors maintained SERP programs
for their Key Employees, which provided salary deferral
contributions, employer matching contributions, retirement
account contributions and pension plan contributions in excess
of the deferral limitations and the discrimination tests set
forth in Sections 401 and 402 of the Internal Revenue Code of
1986. The Debtors' SERP plans are each, in part, an unfunded
"excess benefit plan" within the meaning of the ERISA of 1974
and, in part, an unfunded plan of deferred compensation for
certain Key Employees.

Although SERP contributions vested immediately, the SERP
programs are unfunded and provide that any benefits payable
under the programs will be paid out of the Debtors' general
assets.  As of the Petition Date, the Debtors estimate that the
aggregate unfunded balance for current employees under all SERP
programs, excluding balances owed to their CEO, was $1,700,000,
consisting of $1,200,000 in savings balances and $500,000 in
retirement balances.

The Debtors want to honor, in part, these prepetition unfunded
SERP obligations for their existing Key Employees:

   (a) With respect to active employees other than the CEO, the
       Debtors will pay 100% of existing SERP balances in the
       ordinary course of their business, provided, however, that
       no active employee will be entitled to a cash distribution
       on account of a SERP balance until the 2nd anniversary of
       the Emergence Date.  The Debtors anticipate paying
       $1,700,000 for the active employees;

   (b) The Debtors will honor 100% of their CEO's SERP savings
       balance.  The CEO will further be eligible for a cash
       payout of his SERP savings balance on retirement.
       However, the proposed KERP provides that no cash payout
       with respect to the CEO's SERP savings balance may occur
       until two years following the Emergence Date.  The Debtors
       expect to pay $1,100,000; and

   (c) The Debtors will honor 50% of the CEO's SERP pension
       balance, subject to a five-year vesting period, such that
       10% of the existing prepetition SERP pension balance will
       vest on each of the 1st through 5th anniversaries of the
       Emergence Date.  Vesting will be contingent on the CEO's
       continued employment as of each vesting date.  The Debtors
       further propose that the CEO be eligible for cash payout
       of any vested SERP pension balances upon retirement
       consistent with the provisions of the existing SERP
       program, except that the CEO will not be entitled to a
       cash distribution on account of a SERP balance until the
       2nd anniversary of the Emergence Date.  The Debtors
       estimate that the total value of 50% of the CEO's
       prepetition SERP pension balance is $1,100,000. (GenTek
       Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


GLOBAL CROSSING: Seeks Court Nod for Cisco Settlement Agreement
---------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Cisco Systems, Inc. provides a
broad line of products and services that facilitate the
transmission of data, voice and video, and help ensure
communication networks operate with maximum performance,
security, and flexibility. Among its various products and
services, Cisco provides licenses for software, as well as
support services and professional services to operators of
large, complex networks used primarily by corporations and
telecommunications companies.

Pursuant to that certain Global Service Provider Agreement dated
as of July 1, 2000 by and between Cisco and Global Crossing
North America, Inc., Mr. Walsh relates that the GX Debtors
agreed to purchase optical equipment and routers and related
maintenance. Additionally, under the Cisco Service Agreement,
the GX Debtors agreed to purchase licenses of proprietary
software at a price discounted in accordance with an agreed
schedule.  Cisco asserts that the prepetition amount due and
owing by the GX Debtors to Cisco on account of all products and
services provided under the Cisco Service Agreement is
$16,200,000 and $13,300,000 for postpetition services.  Cisco
also asserts that:

     -- title to the Equipment provided under the Cisco Service
        Agreement has not been transferred to the GX Debtors; and

     -- the Licenses to use the software that controls the
        operation of the Equipment has not been granted to the GX
        Debtors.

Although the GX Debtors dispute these assertions, absent
settlement or assumption of the Cisco Service Agreement, they
cannot be certain that they hold clear title to the Equipment or
that they have the right to use the Licenses.

According to Mr. Walsh, ownership of the Equipment and Licenses
is a crucial element of the Debtors' compliance with the
Purchase Agreement.  In the Purchase Agreement, the Debtors
warranted, as a condition of closing, that the Network would be
in good working order.  The Equipment and Licenses are required
for the proper functioning of the Network's data transmission
capabilities.  The Equipment is currently embedded in several
portions of the Network located all over the world.  Absent the
presence and proper functioning of the Equipment, important
portions of the Network would be inoperable.  Moreover, the
Software is required for the proper operation of the Equipment.
Thus, without clear rights and title to the Equipment and
Licenses, the Debtors' ability to satisfy a closing condition
under the Purchase Agreement may be jeopardized.

Accordingly, the Debtors ask Judge Gerber to approve their
Settlement Agreement dated December 18, 2002 with Cisco, under
which the Debtors will:

     -- obtain clear title to all of the Equipment provided under
        the Cisco Service Agreement; and

     -- maintain the Licenses and the right to use the Software.

In exchange, the Debtors are required to pay Cisco:

     -- $13,383,127 no later than December 31, 2002 on account of
        payments for the purchase of goods and services provided
        or to be provided; and

     -- $926,164 contingent on and within 10 business days of the
        effective date of the Plan.

In addition, the Debtors commit to purchase $1,500,000 of Cisco
products in the period January 1, 2003 to October 15, 2003.
Cisco will retain a refund of taxes paid by the Debtors
amounting to $353,836.

The Debtors believe that entering into the Settlement Agreement
resolves all claims and issues between the parties.
Furthermore, the Debtors believe that approval of the Settlement
Agreement is significant for the Debtors' successful
reorganization.

Pursuant to the Settlement Agreement, the parties agreed to:

   -- amend and restate the Cisco Service Agreement and assume it
      as restated;

   -- provide for a schedule of payments to be made by the
      Debtors to Cisco;

   -- provide for the final resolution of all disputes, claims,
      and issues arising from or relating to the Cisco Service
      Agreement and Cisco's relationship with the Debtors;

   -- transfer title to the Equipment to the Debtors; and

   -- grant the Licenses to the Debtors.

The salient terms of the Settlement Agreement are:

   A. Global Crossing Parties: Global Crossing Ltd. and all of
      its subsidiaries and affiliates, excluding Global Crossing
      Asia Holdings Ltd. and all of its direct and indirect
      subsidiaries;

   B. Cisco Entities: Cisco Systems Inc. and all of its
      subsidiaries and affiliates;

   C. 2002 Payment by Debtors to Cisco: GX Entities to pay
      $13,383,127 to Cisco by no later than December 31, 2002;

   D. Emergence Payment: GX to pay $926,164 within 10 business
      days of the Emergence Date;

   E. 2003 Payment: GX Entities commit to purchase $1,500,000 of
      Cisco products in the period January 1, 2003 to October 15,
      2003, with the total amount of the 2003 Payment to be paid
      on or before July 15, 2003;

   F. Tax Refunds: Cisco will retain a refund of taxes, which
      were paid by the GX Entities and which totals $353,836;

   G. Allowed General Unsecured Claim: In the event the Emergence
      Date becomes an impossibility, Cisco will have an allowed
      general unsecured claim against the GX Entities for
      $926,164 on account of the Emergence Payment and any
      rejection damages under Section 365 of the Bankruptcy Code;

   H. Warranties: All warranties under the Cisco Service
      Agreement will remain in full force and effect in
      accordance with the terms of the Cisco Service Agreement;

   I. Releases: Both parties agree to certain releases with
      respect to the other party and its officers, employees,
      shareholders, agents, representatives, attorneys,
      successors and assigns; and

   J. Assumption of Cisco Service Agreement: The Debtors will
      assume the Cisco Service Agreement, as amended by the
      Settlement Agreement, effective on the Emergence Date.

Pursuant to the Settlement Agreement, Mr. Walsh points out that
the Debtors will receive the Licenses, clear title to the
Equipment, and release from Cisco of any and all claims against
the Debtors, all at a cost substantially less than that which
the Debtors would incur if they assumed the Cisco Service
Agreement without the benefit of the Settlement Agreement.  In
addition, the Settlement Agreement allows the Debtors to
maintain a positive ongoing relationship with Cisco.  This
relationship is very important to the Debtors given the critical
nature of the Equipment supplied by Cisco and embedded in the
Network, and the Licenses to operate the Software.

In addition, the Settlement Agreement:

     -- permits the Debtors to stabilize their business;

     -- provides for a substantial reduction in aggregate cure
        costs; and

     -- lays the foundation for cooperative relationships with
        Cisco on a going forward basis.

The Settlement Agreement constitutes an important element in the
Debtors' ability to emerge successfully from Chapter 11 and its
viability thereafter. (Global Crossing Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAUSER INC: Voluntary Filing for Chapter 11 Protection Likely
-------------------------------------------------------------
Hauser, Inc., (OTCBB:HAUS) reported its financial results for
the fiscal 2003 third quarter ended December 31, 2002.

For the fiscal 2003 third quarter, total revenues were $12.0
million compared with $11.3 million in the corresponding year-
earlier quarter. Net loss decreased to $1.2 million, from a net
loss of $2.3 million in the corresponding quarter a year ago.
Loss from operations was $693,000, compared with a loss from
operations of $2.2 million in the same quarter a year ago.

For the first nine months of fiscal 2003, total revenues were
$39.2 million compared with $35.4 million in same period of the
prior year. Net loss narrowed to $1.3 million from a net loss of
$3.9 million in the corresponding period a year earlier. Income
from operations was $423,000, compared with a loss from
operations of $3.2 million in the first nine months of fiscal
2002.

Hauser Inc.'s December 31, 2002 balance sheet shows a working
capital deficit of about $7 million, and a total shareholders'
equity deficit of about $96,000.

"We have substantially reduced costs, increased manufacturing
efficiencies, consolidated operations, restructured
administrative activities and reduced operating assets," said
Kenneth Cleveland, president and chief executive officer.

                     Bank Loan in Default

"These actions, however, have not been sufficient to allow
Hauser to remain in compliance with the terms of its amended
credit agreement with Wells Fargo Bank," Mr. Cleveland explains.

On January 3, 2003, the Company received a letter from Wells
Fargo advising the Company that certain events of default had
occurred and are continuing under the Company's credit agreement
with Wells Fargo, including a payment default. Wells Fargo has
informed the Company that it will not waive these events of
default. The Company is unable to predict whether Wells Fargo
will at any point pursue any or all remedies available to it,
including acceleration of the Company's debt. The Company has
been unable to secure alternative financing which would permit
the Company to satisfy its obligations to Wells Fargo. If Wells
Fargo is not willing to defer collection of the past due
amounts, Hauser may be forced to seek bankruptcy protection.
Similarly, a significant amount of the Company's trade payables
are past due. If a trade creditor commences an action to place
Hauser in bankruptcy, the Company may seek bankruptcy protection
on a voluntary basis.  Given these circumstances, Hauser's
ability to continue as a going concern is in question.  Arthur
Andersen LLP, the former auditors for the Company, issued an
opinion in connection with the audit of the fiscal year March
31, 2002, which stated that there is a substantial doubt about
the ability of the Company to continue as a going concern.

Wells Fargo has advised the company that certain events of
default had occurred, including a payment default, and that it
will not waive these events of default. Hauser has been unable
to secure alternative financing that would permit it to satisfy
its obligations to Wells Fargo. If Wells Fargo is not willing to
defer collection of the past due amounts, the company may be
forced to seek bankruptcy protection.

                       Debt Obligations

The Company's creditors, by order of seniority, include:

     Creditor          Collateral       Maturity        Balance
     --------          ----------       --------        -------
Wells Fargo Bank      All assets      Dec. 31, 2002  $8,700,000
Zatpack, Inc.         Subordinate to  Oct. 11, 2003  $2,900,000
                         Wells Fargo
All other creditors   Unsecured       Currently due $12,600,000

Hauser has established a special committee of independent
directors to consider and evaluate a number of alternatives,
which would permit the company to satisfy its cash needs and its
obligations to its creditors. It is likely that any alternative
will require Hauser to file a voluntary petition under Chapter
11 of the Bankruptcy Code.

                 Selling Part of the Business

Zuellig Botanicals, Inc., a Delaware corporation and significant
stockholder of the Company, has made a non-binding proposal to
acquire the Company's extracts, nutritional, nutraceuticals and
vitamins business.  Dietary Supplement revenues represent about
77% of the Company's total revenues.  The special committee of
independent directors is considering and evaluating Zuellig's
proposal and alternatives in the context of evaluating options
available to the Company which would permit the Company to
satisfy its cash needs and its obligations to its creditors,
including Wells Fargo Bank, N.A., the Company's senior secured
lender.  The Special Committee engaged an [unidentified]
financial advisor and counsel.  While no decision has been
reached, it is likely that any alternative will involve a
voluntary bankruptcy filing under Chapter 11 of the Bankruptcy
Code.

The Special Committee has been negotiating with ZBI and its
representatives, but there can be no assurance that the Company
and ZBI will reach agreement. The Special Committee and ZBI have
not reached agreement on several of the proposed terms, many of
which are material. Further, the terms of any such agreement
will require all proceeds from the sale to be used to repay
existing indebtedness and payables of the Company. The
transaction currently under discussion would require a filing by
the Company of a petition under Chapter 11 and a sale to ZBI
pursuant to Section 363 thereunder. Even if the Special
Committee and ZBI reach agreement, the terms of such transaction
would be subject to further discussions and approvals by the
Company and ZBI, including the board of directors of each.
Neither the Company nor ZBI is under any obligation to execute a
definitive agreement with respect to the proposed transaction or
to consummate any transaction. If an agreement is executed, it
will likely take several months to close.

Hauser, headquartered in El Segundo, California and Longmont,
Colorado, is a leading supplier of herbal extracts and
nutritional supplements. Hauser also provides chemical
engineering services and contract research and development.
Hauser's products and services are principally marketed to the
pharmaceutical, dietary supplement and food ingredient
businesses. Hauser's business units include: Botanicals
International, ZetaPharm and Hauser Contract Research
Organization.


HAYES LEMMERZ: Court OKs Payment of $1.6MM Exit Financing Costs
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained permission from the Court to pay up to $1,600,000 in
expenses that they may determine, in their sole discretion, are
reasonable and necessary with respect to due diligence to be
conducted by certain prospective lenders, or certain third
parties as the Debtors may designate on the lenders' behalf,
with respect to a potential exit financing facility. (Hayes
Lemmerz Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Hayes Lemmerz's 11.875% bonds due 2006 (HLMM06USS1) are trading
at about 60 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HERITAGE PRESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heritage Press, Inc.
         10089-A Lee Highway
         Fairfax, Virginia 22030-0000

Bankruptcy Case No.: 03-10738

Chapter 11 Petition Date: February 14, 2003

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Scott J. Newton, Esq.
                   Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                   206 N. Washington St., Suite 200
                   Alexandria, VA 22314
                   Tel: (703)549-5004
                   Fax : 703-549-5011

Estimated Assets: $1 to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Heidelberg                                            $276,797
P. O. Box 198332
Atlanta, GA 30384

GE                                                    $208,797

MARKET EXPERT                                         $129,170

Lindenmeyr Munroe                                      $86,316

De Lage Landen                                         $80,000

VRS                                                    $57,000

Commonwealth of Virginia                               $19,207

UPS                                                    $11,619

Virginia Commerce Bank                                 $11,152

Graphic Systems Inc./Enovations                         $9,221

XPEDX Paper Store                                       $8,457

Allen and Blackford                                     $5,682

TEXACO                                                  $5,863

Tristate Envelope                                       $6,574

Estes Express Lines                                     $5,949

Kohl & Madden Printing Ink Corp.                        $4,652

Nguyen Express                                          $2,656

Patton, Erskine & Braucht, P.C.                         $2,641

Printers' Service                                       $3,276

Andy Bisula                                             $2,582


IFCO SYSTEMS: Appoints Messrs. Brade, Heijmen and Moon to Board
---------------------------------------------------------------
IFCO Systems N.V., (Frankfurt:IFE) announced changes to the
board of directors which are in accordance with the recent
Restructuring Agreement. At the company's Extraordinary General
Meeting on Jan. 31, 2003, it was resolved to appoint three new
directors, Jeremy Brade, Ton C.M. Heijmen and Richard Moon, to
the board as C directors. The EGM also resolved to accept the
resignation of Martin Schoeller and Cornelius Geber as directors
of the board under full discharge.

Jeremy Brade, 42, is director of private equity at J O Hambro
Capital Management Ltd, where he has been since May 2001. He
manages European and U.S. unlisted investments. He is actively
engaged in monitoring the portfolio, often serving as a non-
executive director on the board of investee companies (e.g.
United Industries plc, Nationwide Accident Repair Service plc,
IMP Leisure Limited, PNC Telecom plc). Prior to this he was at
the Foreign and Commonwealth Office (UK).

Ton C.M. Heijmen, 58, has been with PricewaterhouseCoopers, LLP
since 1989 in various positions, including as partner business
process outsourcing theatre leader & global marketing director;
international executive partner, management consulting services;
partner-in-charge, international consulting; and managing
partner, MCS Northeast region. He has also worked on the
executive board of Emery Worldwide, a leading global air freight
transportation and logistics company.

Richard Moon, 52, has been chairman of Synergie Business Ltd
since 2002. From 2000 until 2001 Mr. Moon was chief executive of
Thales plc (formerly Thomson - CSF Racal). From 1997 until 1999,
he served as chief executive of Racal Defence Electronics, Racal
Communications and on the board of Racal Electronics Plc. From
1989 until 1996, he served in various positions at Thorn EMI
Electronics, including as managing director of Thorn EMI
Electronics Sensors Group, managing director of Thorn Automation
and Group Operations Director. He currently serves on the board
of Netia Holdings SA and Genod SA.

Pursuant to the Restructuring Agreement the board of directors
is now comprised of seven members in total, which includes the
existing directors, Christoph Schoeller (chairman), Sam W.
Humphreys and Eckhard Pfeiffer, as well as Karl Pohler, CEO, as
the management representative.

Christoph Schoeller, chairman of the board, stated: "I welcome
the three new board members who, together with the other board
members, will support IFCO in building value for all
stakeholders."

                          *      *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's withdrew its double-'C' bank loan rating on IFCO Systems
N.V.'s $178 million secured bank credit facility, as the company
is currently in the process of restructuring the facility, which
will likely result in impairment to current holders of the
facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which had been
lowered to 'D' on March 15, 2002, after IFCO failed to make its
interest payment on its 10.625% senior subordinated notes due
2010.


INTEGRATED HEALTH: Court Approves 2nd Amendment to DIP Financing
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained permission from the Court to enter into the Second
Amendment to its DIP Credit Agreement.

Among other things, the Second Amendment modifies the definition
of Required Cash Collateral Balance to provide:

    "Required Cash Collateral Balance shall mean from the Second
     Amendment Closing Date through March 21, 2003,
     $29,870,368.36 plus any amount required to be deposited into
     the CITBC Cash Collateral Account pursuant to Section
     2.11(b)(i) hereof."

The Second Amendment also requires that the Debtors pay to the
Administrative Agent for itself and as agent for and on behalf
of the DIP Lenders a $50,000 fee and reimburse the DIP Lenders
for any out-of-pocket expenses incurred in connection with
obtaining Court approval of the Second Amendment. Absent Court
approval of the Second Amendment by January 29, 2003, the
Debtors will either be required to deposit several million
dollars into the CITBC Collateral account or risk a default
under the DIP Credit Agreement.

On March 21, 2002, the Court approved a Secured Super-Priority
Debtor-In-Possession Revolving Credit Agreement, dated as of
March 21, 2002, among Integrated Health Services, Inc., as
borrower; The CIT Group/Business Credit, Inc., as Administrative
Agent and Lender, CapitalSource Finance LLC, as Collateral Agent
and Lender.  The DIP Credit Agreement provides for maximum
borrowings up to $75,000,000, of which $50,000,000 is available
for letters of credit, subject to certain conditions precedent,
based on a borrowing base.  The obligations of IHS under the DIP
Credit Agreement are guaranteed by all of the Debtors and are
secured by substantially all the assets of all of the Debtors.
In addition, the DIP Credit Agreement requires that the Debtors
maintain a Required Cash Collateral Balance.  The DIP Credit
Agreement will terminate by its terms on the earlier of
March 21, 2003 or the effective date of a plan of
reorganization. (Integrated Health Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INT'L TOTAL SERVICES: EDNY Court Confirms Plan of Liquidation
-------------------------------------------------------------
International Total Services, Inc., said that Chief Judge Conrad
Duberstein of the U.S. Bankruptcy Court for the Eastern District
of New York has confirmed the company's plan of liquidation.

The confirmation hearing on February 13 was held to assure that
all requirements for the plan had been met under Chapter 11 of
the Bankruptcy Code, including acceptance of the plan by the
requisite creditors. The ITS plan was accepted by 98.35% of
unsecured creditors voting, representing 99.74% of the dollar
value of the claims voted.

Under the liquidation plan, the company projects that
approximately $10.6 million will be available for distribution.
Approximately $2.75 million will be used to pay administrative
expenses, priority debts and taxes, with the remaining amount
(approximately $7.85 million) used to pay general unsecured
creditors. The company projects unsecured creditors will receive
approximately 60.4 cents on the dollar. Secured creditors have
already been paid in full from proceeds generated from asset
sales and from the company's preboard screening contract with
the Transportation Security Administration (TSA).

It is not anticipated that equity interests will receive any
distributions under the plan unless final net liquidation
proceeds are in excess of total unsecured debt plus post-
petition interest (which the company considers very unlikely).

"We are pleased that the court has seen fit to confirm the plan
of liquidation," said Mark Thompson, who was named chief
executive officer of ITS after the company ran into financial
difficulties in 1999. "The recoveries of unsecured creditors
under the plan are far greater than anyone could have expected
when the company filed for bankruptcy protection in September
2001. The patience and cooperative approach of our creditors,
both secured and unsecured, are being duly rewarded with an
outstanding recovery."

ITS was a leading provider of airport service personnel and
staffing and training services and commercial security services.
During the first half of 2002, the company sold all of its
operating assets that were not needed to fulfill its contract
with the TSA for preboard screening. The company ceased all
remaining operations on December 23, 2002, when the TSA contract
terminated, and it has since disposed of virtually all remaining
assets, mostly office equipment and furniture. With the
confirmation, the company intends to wind up its affairs and
make distributions to creditors as expeditiously as practicable.


INTERWAVE COMM: Undertakes Internal Management Reporting Changes
----------------------------------------------------------------
InterWAVE(R) Communications International, Ltd. (Nasdaq: IWAV),
a pioneer in compact wireless voice communications systems, has
implemented several internal management reporting changes. The
Company's senior executive staff, including Dr. Priscilla Lu and
the Company's other executive officers, will begin reporting to
the Executive Committee of the Board of Directors, which is
chaired by William Gibson and also consists of directors Thomas
Gibian, Mario Rosati, Nien Dak Sze and Andrew Wang. The
Executive Committee has been formed to assume a greater role in
management and to focus the Company's efforts on critical near-
term objectives in the current challenging environment. Dr.
Priscilla Lu will remain Chairman of the Board of Directors and
will focus her day-to-day efforts on strategic relationships and
transactions rather than on operations. In addition, the Board
has established an executive search committee consisting of Mr.
Gibson and Dr. Lu and this committee's primary responsibility
will be recruiting a new Chief Executive Officer.

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

                          *    *    *

                Liquidity and Capital Resources

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

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

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

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

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

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

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


IT GROUP: Court Further Extends Exclusivity Until April 14, 2003
----------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates obtained approval
from the Court to extend for the fourth time their exclusive
period to file a reorganization plan through and including
April 14, 2003, and their exclusive period to solicit
acceptances of that plan through and including May 12, 2003.
This is without prejudice to:

     (a) the Debtors' right to seek further extensions of the
         Exclusive Periods; or

     (b) the right of any party-in-interest to seek to reduce the
         Exclusive Periods for cause. (IT Group Bankruptcy News,
         Issue No. 24; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


KAISER ALUMINUM: Futures Rep. Brings-In Young Conaway as Counsel
----------------------------------------------------------------
Martin J. Murphy, Esq., the legal representative for future
asbestos-related personal injury claims, sought and obtained the
Court's authority to retain Young Conaway Stargatt & Taylor, LLP
as his counsel effective as of December 19, 2002.  The Futures
Representative needs bankruptcy lawyers to prosecute the
interest of the future claimants in Kaiser Aluminum Corporation
and its debtor-affiliates' cases.

The Futures Representative chose Young Conaway because the
firm's attorneys have extensive experience and knowledge in the
field of corporate reorganization, debtors and creditors' rights
and, in particular, the resolution of asbestos-related
liabilities. Young Conaway is also familiar with the procedures,
customs and practices of the U.S. Bankruptcy Court for the
District of Delaware.

Young Conaway is a general practice, litigation-oriented firm,
which maintains a national, regional and local practice in the
areas of corporate, bankruptcy, commercial, real estate,
personal injury, employment and environmental law.  The firm has
substantial experience in bankruptcy cases affecting the rights
of mass-tort asbestos claimants.  Young Conaway represented the
legal representative for the unknown asbestos bodily injury
claimants in the Celotex bankruptcy cases and currently
represents the legal representative for the unknown asbestos
bodily injury claimants in In re The Babcock & Wilcox Company;
In re Federal-Mogul; In re Owens Corning, Inc.; In re Armstrong
World Industries; In re USG Corporation; and In re Pittsburgh
Corning Corporation.  The firm also represents the debtor in the
asbestos-related Chapter 11 case of In re FullerAustin
Insulation Company.

Pursuant to its engagement, Young Conaway will:

   (a) provide legal advice with respect to the Futures
       Representative's powers and duties as representative for
       the Future Claimants;

   (b) take any and all actions necessary to protect and maximize
       the value of the Debtors' estates for the purpose of
       making distributions to Future Claimants and to represent
       the Futures Representative in connection with negotiating,
       formulating, drafting, confirming and implementing a
       reorganization plan, and performing other functions as are
       reasonably necessary to effectively represent the Future
       Claimants' interests;

   (c) prepare, on the Futures Representative's behalf, necessary
       applications, motions, objections, answers, orders,
       reports and other legal papers in connection with the
       administration of the estates in these cases; and

   (d) perform any other legal services and other support
       requested by the Futures Representative in connection with
       these Chapter 11 cases.

Young Conaway will be compensated for its services in accordance
with the firm's customary hourly rates, plus reimbursement of
actual and necessary expenses incurred.  The professionals
designated to represent the Futures Representative and their
current hourly rates are:

             Professional            Position      Rate
             ------------            --------      ----
             James L. Patton, Jr.    Partner       $475
             Edwin. J. Harron        Associate      330
             Sharon M. Zieg          Associate      240
             Timothy Cairns          Associate      180
             Chandra Rudloff         Paralegal      110

Mr. Patton attests that Young Conaway:

     -- does not hold or represent an interest adverse to the
        Debtors' estates;

     -- is a "disinterested person" as defined by Section 101(14)
        of the Bankruptcy Code; and

     -- has no connection with the Debtors, their creditors or
        other parties-in-interest in these cases. (Kaiser
        Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at about 5 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


KMART CORP: Inks Joint Marketing Agreement with Kimco Realty
------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) has reached an agreement
with Kimco Realty Corporation (NYSE: KIM) for the joint
marketing of approximately 317 Kmart locations and related
properties in the United States and Puerto Rico that the Company
is in the process of closing. Kmart received court approval on
January 29, 2003 to close these stores.

Under the agreement, Kimco or its affiliate will work with Kmart
in identifying retailers, investors, landlords and other parties
interested in obtaining these properties. Kimco may invest in,
redevelop and/or improve the properties in order to maximize
their value. The locations to be marketed range in size from
approximately 50,000 square feet to more than 190,000 square
feet and are located in freestanding, strip and mall locations
in 44 states and Puerto Rico. This group of stores includes 57
Kmart SuperCenter locations.

The store closings are intended to enhance the Company's
financial and operating performance by allowing it to further
reduce costs, improve cash flow, streamline distribution and
focus its resources more efficiently. Store closing sales are
underway and will continue, depending on the location, for
approximately two to three months.

Kmart Corporation and 37 of its U.S. subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on January 22, 2002 (Bankr. N. D. Ill. Case
No. 02-02474). In the past year, Kmart has taken a number of
actions intended to strengthen its business operations and
enhance its financial performance. These steps include deciding
to close approximately 600 underperforming or non-strategic
stores, rejecting leases for previously closed stores, selling
three corporate aircraft, streamlining the Company's management
structure, reducing staffing levels at the Company's
headquarters, and introducing more efficient business practices
throughout the organization.

Kimco Realty Corporation, a publicly traded real estate
investment trust, has specialized in shopping center
acquisitions, development and management for more than 35 years,
and owns and operates the nation's largest portfolio of
neighborhood and community shopping centers with interests in
606 properties comprising approximately 90 million square feet
of leasable space located throughout 41 states, Canada and
Mexico. Anyone with an interest in any of the properties should
contact Eric Hochman of Kimco at the following email address:
ehochman@kimcorealty.com .

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.

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.


KMART CORP: Wants to Pull Plug on Global Sports E-Commerce Pact
---------------------------------------------------------------
On August 10, 2001, Bluelight.com and Kmart Corporation entered
into an electronic commerce services agreement with Global
Sports Interactive Inc. in connection with the operation of the
Debtors' e-commerce websites at http://www.bluelight.comand
http://www.kmart.com

Under the Agreement, Global Sports provides a number of services
related to the development and operation of e-commerce websites,
including:

     (a) design and development of the Web Sites;

     (b) hosting, maintaining and operating the Web Sites;

     (c) processing, fulfillment and returns of orders placed
         through the Web Sites; and

     (d) the provision of customer service to Web Site users.

Bluelight.com pays a $4,000,000 quarterly operational fee for
the e-commerce services.  Bluelight.com is also responsible for
additional transactional payments, which are due within 30 days
after the end of each quarter of Global Sports' fiscal year.

Recently, the Debtors realized that sales of goods from its e-
commerce business are not profitable, and the Web Sites cannot
be operated economically.  The Debtors say the Agreement has no
value to their estates if they assume and assign it to a third
party.

For these reasons, the Debtors now seek the Court's authority to
reject the Agreement effective as of January 8, 2003. (Kmart
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LASERSIGHT INC: Fails to Maintain Nasdaq Listing Requirements
-------------------------------------------------------------
LaserSight Incorporated (Nasdaq: LASE) has been advised by The
Nasdaq Stock Market, Inc. (Nasdaq), after the closing of the
market on February 13, 2003, that because the Company's common
stock has not closed above the minimum of $1.00 per share
required for continued listing for a period of 10 consecutive
trading days Nasdaq's Listing Qualification Panel has determined
that the Company's securities will be delisted from the Nasdaq
SmallCap Market effective with the opening of business on
Tuesday February 18, 2003. The Company immediately requested an
extension and immediately transmitted its notice of appeal of
this decision. The Company is reviewing the steps necessary to
restore the minimum bid price.

LaserSight(R) is a leading supplier of quality technology
solutions for laser vision correction and has pioneered its
patented precision microspot scanning technology since it was
introduced in 1992. Its products include the LaserScan LSX(R)
precision microspot scanning system, its international research
and development activities related to the Astra family of
products used to perform custom ablation procedures known as
CustomEyes and its MicroShape(R) family of keratome products.
The Astra family of products includes the AstraMax(R) diagnostic
workstation designed to provide precise diagnostic measurements
of the eye and CustomEyes CIPTA and AstraPro(R) software,
surgical planning tools that utilize advanced levels of
diagnostic measurements for the planning of custom ablation
treatments. In the United States, the Company's LaserScan LSX
excimer laser system operating at 300 Hz is approved for the
LASIK treatment of myopia and myopic astigmatism. The MicroShape
family of keratome products includes the UltraShaper(R) durable
keratome and UltraEdge(R) keratome blades.

                          *     *     *

In the Company's Form 10-Q for the period ended September 30,
2002, LaserSight's independent auditors, KPMG, in its report,
stated:

"We have reviewed the condensed consolidated balance sheet of
LaserSight Incorporated and subsidiaries as of September 30,
2002, and the related condensed consolidated statements of
operations for the three and nine-month periods ended September
30, 2002 and 2001 and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 2002
and 2001. These condensed consolidated financial statements are
the responsibility of the Company's management.

"We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.

"Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the
United States of America.

"We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and
cash flows for the year then ended (not presented herein); and
in our report dated March 22, 2002, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2001, is fairly
stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

"Our report dated March 22, 2002, on the consolidated financial
statements of LaserSight Incorporated and subsidiaries as of and
for the year ended December 31, 2001, contains an explanatory
paragraph that states that the Company's recurring losses from
operations and significant accumulated deficit raise substantial
doubt about the entity's ability to continue as a going concern.
The consolidated balance sheet as of December 31, 2001, does not
include any adjustments that might result from the outcome of
that uncertainty."

The Company's management, in the same filing, said: "We have
significant liquidity and capital resource issues relative to
the timing of our accounts receivable collection and the
successful completion of new sales compared to our ongoing
payment obligations and our recurring losses from operations and
net capital deficiency raises substantial doubt about our
ability to continue as a going concern. We have experienced
significant losses and operating cash flow deficits, and we
expect that operating cash flow deficits will continue without
improvement in our operating results. In August 2002, we
executed definitive agreements relating to our China
Transaction. As a result, the Company's short-term liquidity has
improved and its operations are improving. Further improvements
in revenues will be needed to achieve profitability and positive
cash flow."


LERNOUT & HAUSPIE: Court Allows Committee to Propose a Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the Official Committee of Unsecured Creditor's Motion and
modifies the exclusivity periods, on a limited basis, solely to
allow the Committee to propose its own plan of liquidation for
Lernout & Hauspie Speech Products N.V. Judge Wizmur does not
impose any deadlines for the Committee to file its competing
plan.

As previously reported, the Official Committee of Unsecured
Creditors asked Judge Wizmur to modify Lernout & Hauspie Speech
Products N.V.'s exclusive periods to allow the Committee to
propose a plan of liquidation because:

         (1) the case is over two years old;

         (2) the Committee believes that the plan of liquidation
             currently on file is not confirmable; and

         (3) the Committee believes that it could be in a
             position to file its own plan shortly.
(L&H/Dictaphone Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV CORP: Judge Bodoh to Consider Exclusivity Extension Today
-------------------------------------------------------------
For the sixth time, LTV Steel Company Inc., and its debtor-
affiliates ask Judge Bodoh to extend their exclusive period to
file a chapter 11 plan.  The Debtors ask that their exclusive
period to propose and file a plan be extended to June 30, 2003
and that they retain the exclusive right to solicit acceptances
of that plan until August 29, 2003.

David G. Heiman, Esq., Heather Lennox, Esq., and Nicholas M.
Miller, Esq., at Jones Day Reavis & Pogue, in Cleveland, Ohio,
and Jeffrey B. Ellman, Esq., in Columbus, Ohio, relate that,
with the filing of a concurrent "winddown" motion, the process
for resolving the remaining Debtors' chapter 11 cases will take
one of two paths.

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

Second, Debtor LTV corporation and its management and
professionals have begun to work on a liquidating plan of
reorganization for the remaining Debtors, which include, among
others, Debtor VP Buildings, Inc.  The timing of this process
will be affected by the timing of the resolution of the
intercompany claims issues.  A critical element of the Debtors'
cases and each of these reorganization processes is stability.
Maintaining the status quo will preserve the extant knowledge
base of the Debtors' current management, which, in turn, will
promote the most efficient, economic and timely resolution of
these cases.  Although much has been accomplished to facilitate
the reorganization process in the past few months, much remains
to be done. Mr. Miller assures Judge Bodoh that the Debtors have
worked, and will continue to work, closely with their primary
creditor constituencies on all of the critical issues involved
in resolving these cases.  At present, no other constituency is
in as good a position as the Debtors to complete the resolution
process.

Ms. Miller reminds Judge Bodoh that the Debtors made significant
strides in preserving the value of their respective estates and
maximizing the recovery available to their respective creditor
constituencies.  Ms. Miller reports that the Debtors have
maximized the value of the Metal Fabrication Business, comprised
of the LTV Tubular division of LTV Steel and the assets of
Copperweld Corporation and its affiliates, by selling the LTV
Tubular Assets to Maverick Tube Corporation.  Debtor Copperweld
has completed a draft of a detailed, five-year business plan,
including a balance sheet, cash-flow statement, and income
statement, with a detailed discussion of assumptions underlying
the projections.  This business plan has been presented to the
Copperweld Debtors' postpetition lenders and both Committees.
As a result of discussions, the Copperweld Debtors are making
further refinements to the business plan, which is to be
completed soon.  The revised plan will be shared with the same
creditor constituencies and serve as the basis for the
Copperweld Debtors' plan of reorganization.

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

Concurrently with these activities, the Debtors and LTV Steel
are addressing the numerous day-to-day administrative matters in
these chapter 11 cases, which, considering the more than 5,100
pleadings filed un these chapter 12 cases to date, is a
substantial task in and of itself.  In addition, the Debtors and
LTV Steel have worked diligently to take the steps that they
determined in their business judgment were necessary to preserve
the value of their assets.

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

                          *   *   *

At the Debtors' behest, Judge Bodoh entered a "bridge order"
extending the period during which the Debtors have the exclusive
right to file a plan or plans through February 18, 2003, the
date the Sixth Motion is to be heard. (LTV Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-
00900)

LTV Corp.'s 11.750% bonds due 2009 (LTVC09USR1) are trading at
less than a penny on the dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


LTX CORP: S&P Revises Outlook to Negative Over Liquidity Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on LTX
Corp., to negative from stable, reflecting reduced liquidity and
ongoing cash usage amid a prolonged semiconductor capital
equipment industry slump.

At the same time, Standard & Poor's affirmed the Westwood, Mass-
based company's 'B' corporate credit and 'CCC+' subordinated
debt ratings. LTX supplies semiconductor automated test
equipment to semiconductor manufacturers, and the company's
Fusion tester, its key product platform, focuses on a single-
platform technology for system-on-a-chip designs.

"Despite cutting costs and completing the outsourcing of its
manufacturing to Jabil Circuit Inc. in July 2002, the company
has seen reduced sales levels outstrip its ability to absorb
operating costs and stem losses," said Standard & Poor's credit
analyst Emile Courtney.

Standard & Poor's said that its ratings on LTX reflect operating
losses and high cash usage rates, offset by still-adequate near-
term financial flexibility and leading edge technology.


MACKIE DESIGNS: Extends Sun Transaction Closing to February 21
--------------------------------------------------------------
Mackie Designs Inc., (OTCBB:MKIE) announced that the closing of
its previously announced transaction with Sun Capital has been
extended and is currently targeted for February 21, 2003.

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

                           *     *     *

                 Liquidity and Capital Resources

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

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

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

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


MAXXIM MEDICAL: Wants to Pay Critical Vendors' $5 Mil. Claims
-------------------------------------------------------------
Maxxim Medical Group, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay up to $5 million of Prepetition Obligations to
their Critical Vendors.

The Debtors relate that paying these prepetition claims is
essential to the uninterrupted functioning of their business
operations because:

  (a) Critical Vendors often represent the only source from
      which the Debtors can procure certain essential goods or
      services,

  (b) the Debtors' custom procedure trays require multiple
      components provided by multiple vendors, and without any
      one component, trays cannot be completed or shipped,

  (c) failure to pay Critical Vendor Claims would very likely
      cause certain Critical Vendors to terminate their
      provision of goods and/or services to the Debtors,

  (d) some of the Debtors' customers require that certain tray
      components be manufactured by a specific manufacturer, and
      loss of service from that manufacturer could imperil the
      entire supply chain for those customers, and

  (e) the Critical Vendors would themselves be irreparably
      damaged by the Debtors' failure to pay their prepetition
      claims, resulting in the Debtors being forced to try to
      find new sources for goods and services that may not be
      available, or might be available only at a higher price or
      on unfavorable terms, elsewhere.

The Debtors want to condition the payment of Critical Vendor
Claims on the agreement of individual Critical Vendors to
continue supplying goods and services to the Debtors on the same
trade terms or other favorable trade practices, by entering into
a Trade Agreement with the Critical Vendors.

Maxxim Medical Group, Inc., a leading suppliers of custom-
procedure trays, nonlatex examination gloves and other single-
use products, filed for chapter 11 protection on February 11,
2003 (Bankr. Del. Case No. 03-10438).  Brendan Linehan Shannon,
Esq., Edward J. Kosmowski, Esq., Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor and Myron Treppor, Esq.,
Michael J. Kelly, Esq., at Wilkie Farr & Gallagher represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed both debts and
assets of over $100 million.


METROMEDIA FIBER: Goldman Sachs Discloses 5.8% Equity Stake
-----------------------------------------------------------
Goldman, Sachs & Co., and The Goldman Sachs Group, Inc., are
reporting ownership of 5.8% of the outstanding common stock of
Metromedia Fiber Network Inc.  Goldman, Sachs holds 42,932,684
such shares with shared voting and dispositive powers.  In
accordance with the Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), the filing reflects the
securities beneficially owned by the investment banking
division of The Goldman Sachs Group, Inc., and its subsidiaries
and affiliates.  The filing does not reflect securities, if any,
beneficially owned by any other operating unit of GSG. IBD
disclaims  beneficial ownership of the securities beneficially
owned by (i) any client accounts with respect to which IBD or
its employees have voting or investment discretion, or both and
(ii) certain investment entities, of which IBD is the general
partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than
IBD.

Metromedia Fiber Network builds urban fiber-optic networks
distinguished by the sheer quantity of fiber available -- its
864 fibers per cable is up to nine times the industry norm --
and sells the dark fiber to telecommunications service
providers. MFN supplies fiber to all types of telecom carriers
as well as to other businesses. It has networks under
construction in big cities across the US, has created intercity
links by swapping fiber, and has begun operating in Europe. The
company, which has expanded by buying AboveNet and SiteSmith,
also provides Internet infrastructure management services,
including Web hosting. The Company filed for Chapter 11
protection under the federal bankruptcy laws on May 20, 2002
(Bankr. S.D. N.Y. Case No. 02-22736). James A. Beldner, Esq.,
and Lawrence C. Gottlieb, Esq., at Kronish Lieb Weiner &
Hellman, LLP, represent the Debtors in these cases.

Metromedia Fiber Network's 10% bonds due 2009 (MFNX09USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX09USR1
for real-time bond pricing.


METROMEDIA INT'L: AMEX Intends to Proceed with Delisting Action
---------------------------------------------------------------
Metromedia International Group, Inc., (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, has received notice from the staff of The
American Stock Exchange indicating that the Exchange intends to
proceed with delisting the Company's Common Stock and 7-1/4%
Cumulative Convertible Preferred Stock from the Exchange because
the Company no longer complies with the continued listing
requirements of the Exchange.

Specifically, the Company has incurred losses in two of the
three most recent fiscal years with shareholders' equity of less
than $2 million; the Company has incurred losses in three of
four of the most recent fiscal years with shareholders' equity
of less than $4 million; and the Company has incurred losses in
the five most recent fiscal years with shareholders' equity of
less than $6 million, as set forth in Sections 1003(a)(i);
1003(a)(ii); and 1003(a)(iii), respectively, of the Company
Guide. The staff of the Amex further indicated its belief that
the Company has fallen below the requirements of Section
1003(a)(iv) in that the Company's operating results are
unsatisfactory and its financial condition may be impaired,
raising questions about whether it will be able to continue
operations or meet its obligations as they mature. The staff
also noted that the Company's Common Stock has been selling for
a substantial period of time at a low price per share (Section
1003(f)(v)).

The Company anticipates that, upon delisting from the AMEX, the
Company's shares will trade on the OTC bulletin board. The staff
of the AMEX has not advised the Company when delisting will be
effective.

Carl Brazell, the Company's Chairman and CEO commented: "The
day-to-day operations of the Company should not be adversely
affected by this development. All relationships with customers,
suppliers and employees will continue in the normal course.

Metromedia International Group, Inc., is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services
over fiber-optic and satellite-based networks, international
toll calling, fixed wireless local loop, wireless and wired
cable television networks and broadband networks and FM radio
stations. Please visit the Company's Web site at
http://www.metromedia-group.comfor more information.

                          *      *      *

As reported in Troubled Company Reporter's January 8, 2003
edition, the Company said it did not believe that it would be
able to fund its operating, investing and financing cash flows
during the next twelve months, without additional asset sales.
In addition, the Company would be required to make another semi-
annual interest payment of $11.1 million on March 30, 2003, on
its 10-1/2 % Senior Discount Notes. As a result, there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has consummated certain asset sales, continues to
explore possible asset sales to raise additional cash and has
been attempting to maximize cash repatriations by its business
ventures to the Company.

                     Noteholder Discussions

The Company has also held periodic discussions with
representatives of holders of its Senior Discount Notes in an
attempt to reach agreement on a restructuring of its
indebtedness in conjunction with any proposed asset sales or
restructuring alternatives. To date, the representatives of the
holders of its Senior Discount Notes and the Company have not
reached any agreement on terms of a restructuring.

The Company cannot make any assurance that it will be successful
in raising additional cash through asset sales or through cash
repatriations from its business ventures, nor can it make any
assurance regarding the successful restructuring of its
indebtedness.

If the Company were not able to resolve its liquidity issues,
the Company would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.


MISSISSIPPI CHEMICAL: Working Capital Deficit Stands at $43 Mil.
----------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPI.OB)
reported results for the quarter and six months ending
December 31, 2002. Including a non-cash charge of $12.4 million,
the company incurred a net loss of $14.2 million during the
quarter ending December 31, 2002, compared to a net loss of $1.2
million in the prior-year quarter. The operating loss was $18.7
million for the quarter, compared to operating income of
$755,000 for the prior-year quarter. EBITDA (earnings before
interest, taxes, depreciation and amortization) was a negative
$4.2 million for the quarter ending December 31, 2002, compared
to $12.6 million for the quarter ending December 31, 2001. Net
sales for the fiscal second quarter were $116.8 million compared
to $116.0 million in the prior-year quarter.

For the six-months ended December 31, 2002 the company incurred
a net loss of $37.7 million, compared to a net loss of $9.2
million in the prior-year period. Results for the six-month
period also include the non-cash tax charge of $12.3 million
that was recognized in the first quarter related to the
guarantee of the secured revolving credit facility by
Mississippi Chemical Holdings Inc. The operating loss was $29.7
million for the six months, compared to an operating loss of
$11.9 million for the prior-year period. EBITDA (earnings before
interest, taxes, depreciation and amortization) was a negative
$4.6 million for the six months ending December 31, 2002,
compared to $14.4 million for the six months ending December 31,
2001. Net sales for this period were $214.4 million compared to
$223.9 million in the prior-year period.

During the quarter ending December 31, 2002, the company took a
non-cash impairment charge of $12.4 million related to the
write-down of the prilled urea assets at the Donaldsonville, LA
nitrogen facility, which ceased operations on January 31, 2003.
Excluding this charge, the net loss for the quarter would be
$6.3 million, or 24 cents per diluted share and for the six
months ended December 31, 2002 the net loss would be $29.6
million, or $1.13 per diluted share. Excluding the non-cash
charge, the operating loss was $6.3 million and EBITDA was $8.2
million, for the quarter. For the six months ending December 31,
2002, the operating loss was $17.4 million and EBITDA was $7.7
million excluding the charge.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded total current assets by about
$43 million.

In announcing the results, Charles O. Dunn, president and chief
executive officer, said, "During the quarter, our nitrogen
business continued to face high natural gas prices, but this was
offset to some extent by improved product prices. Natural gas
prices used in our domestic nitrogen facilities increased 21
percent, while product prices increased only 5 percent. Our
nitrogen finished product inventories are approximately 54
percent lower than this time last year, partially as a result of
strong agricultural demand.

"Our phosphate segment was negatively impacted by higher raw
material costs for phosphate rock, sulfur and sulfuric acid
compared to the same prior-year period. Declining DAP prices
during the quarter appear to have leveled off and are beginning
to show signs of improvement. Yet, prices for ammonia, a raw
material for DAP production, have continued to rise.

"The potash segment showed improvement in its operations over
prior year results through lower production costs and higher
tons produced. The steps taken at the East potash mine to match
production to market conditions have been beneficial.

"We continue to take steps to cut fixed cost in our operations.
The personnel reductions at our Donaldsonville and Yazoo City
operations that were made in February, while unfortunate, are
necessary in this environment of extraordinarily high natural
gas prices. The high natural gas costs have severely affected
the financial performance of the Donaldsonville urea plant over
the last two years, resulting in the decision to shut down the
operation. On an annualized basis we expect a total savings of
approximately $10.0 million from the combination of these
changes.

"The potential for increased fertilizer demand during the spring
season is becoming more of a reality as the planting season
approaches. Grain stocks still remain at very low levels and
agricultural commodity prices are at levels that support
increased plantings. Industry analysts are still forecasting an
increase in corn acres planted this spring. Nitrogen product
prices are rising rapidly in the spot market, but natural gas
prices continue to be at very high levels. If natural gas prices
continue at these levels without a significant increase in
product prices, our operating performance and liquidity will be
negatively impacted. We will continue to evaluate alternatives
to reduce cost in our operations and operate our plants based on
market conditions."

As a result of continued steps to reduce fixed costs in the
operations, the company will incur approximately $2.2 million in
costs during the third fiscal quarter, related to an early
retirement program and reduction in force that occurred in
February 2003 at the Yazoo City plant location and corporate
headquarters. Additional severance cost of approximately
$800,000 will be incurred for the changes at the urea operations
in Donaldsonville during the third quarter.

On February 10, 2002 the company's stock listing was transferred
to the OTC Bulletin Board from the New York Stock Exchange and
began trading under the symbol MSPI.

The company was in compliance with its bank covenants at the end
of December. Under the covenants of the company's secured
revolving credit facility, the required EBITDA on a year-to-date
basis, as defined by the bank agreement, was $2.0 million. For
the six months ending December 31, 2002 EBITDA as defined under
the bank agreement for compliance purposes was $6.9 million. Due
to the relationship between product prices and natural gas
prices there can be no assurance that the company will be in
compliance with those covenants as of March 31, 2003.

Comparing the second quarter ended December 31, 2002, to the
prior-year quarter:

      -- The average domestic natural gas price for all
operations, net of futures gains and losses, was $3.77 per
MMBtu, compared to $3.08 per MMBtu in the prior-year period, an
increase of 22 percent.

Nitrogen

      -- Operating loss for the nitrogen segment, excluding the
non-cash charge for the write-down of the urea facility, in the
second fiscal quarter was $2.0 million compared to operating
income of $428,000 in the prior-year quarter. Including the non-
cash charge, the operating loss is $14.4 million for the quarter
ending December 31, 2002.

      -- Total nitrogen sales volume increased 3 percent and the
weighted-average selling price increased 5 percent compared to
the prior-year quarter.

      -- Ammonia -- The average sales price increased 31%, while
ammonia sales volumes decreased 12%. The sluggish U.S. economy
negatively impacted sales volumes in the industrial market,
resulting in industrial customers purchasing less product than
in the quarter ended December 31, 2001. The price of ammonia had
strengthened by the end of the first quarter of fiscal 2003, and
this trend continued into the second quarter. Several factors
influenced the increased pricing. Political unrest in Venezuela
curtailed, and eventually ended, ammonia exports from that
country during the quarter. Downtime in other parts of the world
at the beginning of the quarter positively affected sales prices
as well. Prices continue to increase in the spot market.

      -- Ammonium Nitrate -- Sales volumes were unchanged, while
sales prices decreased 4%. Sales volumes were positively
affected as demand for fall application on winter wheat and
pastures was strong. Strong demand over the last six months and
low beginning inventories at July 1, 2002, have resulted in a
74% reduction in our ending inventories at December 31, 2002,
from December 31, 2001. Prices fell slightly due to high
production levels in the U.S. and the effect of imports from
various countries on domestic supplies.

      -- Urea -- Sales volumes were down 32%, while sales prices
increased 1%. The decrease in sales volumes is primarily related
to decreased urea melt sales caused by Melamine Chemical Inc.'s
closure in January 2002 of its plant in Donaldsonville,
Louisiana. The company sold MCI approximately 45,000 tons of
urea melt during the quarter ended December 31, 2001. This
decrease in sales volumes was partially offset by increased
sales of prilled urea. The prilled urea plant was idled
indefinitely on February 1, 2003, resulting in the impairment of
long-lived asset charge of $12.4 million. The remaining urea
assets in the facility will be idled as the company explores
alternative uses for those operations.

      -- Nitrogen Solutions -- Sales volumes increased 149%, and
sales prices increased 7%. Sales volumes increased because
customers purchased a portion of their spring 2003 requirements
early in anticipation of even higher prices later in the year.
In the prior-year quarter, excess inventory, caused by an influx
of low priced imports, kept prices stable and delayed customer
buying decisions. Sales prices increased during the December 31,
2002, quarter primarily due to reduced imports resulting from
the positive preliminary determinations in the anti-dumping
action with a consortium of other producers against Russia,
Belarus, and the Ukraine related to unfairly priced nitrogen
solutions.

Phosphates

      -- DAP sales volume decreased 10%, while average sales
price increased 6%. Sales volume was lower due to limited
availability of certain raw materials, primarily sulfur, which
resulted in decreased DAP production of approximately 16,000
short tons from the prior-year period. The strong domestic
demand experienced during the first quarter of fiscal
2003 weakened during the quarter ended December 31, 2002, due to
wet weather conditions in the southeast U.S. Although average
sales price increased 6% over the same prior-year period, the
average sales price decreased 9% from the first fiscal quarter.
Concern about future purchasing patterns by China, and decreased
demand in the domestic market due to weather, negatively
affected product prices by the end of the quarter. Since
December 31, 2002, DAP prices have strengthened.

      -- Operating loss for the phosphate segment was $4.0
million during the quarter compared to operating income of
$954,000 in the prior-year period. Higher raw material cost for
phosphate rock, sulfur and sulfuric acid combined with higher
chemical cost for water treatment more than offset the increase
in DAP prices. In addition, production cost per ton was
increased as a result of lower production rates.

Potash

      -- Our potash sales volume decreased 18%, while the average
sales price increased 1%. Sales volumes were lower primarily as
a result of wet weather conditions in the mid-south states and
Texas, lower domestic industrial sales volumes and a decision to
reduce export sales volumes due to unfavorable pricing in those
markets.

      -- The operating loss for the potash segment was $270,000
compared to an operating loss of $1.4 million in the prior-year
period. Reduced electricity expense and lower spending for
maintenance and labor, more than offset higher natural gas cost
during the quarter. The lower spending levels, combined with
higher production rates, resulted in a 13 percent decrease in
production cost per ton from the same prior-year period. Changes
at the East mine in August 2002 resulted in a reduced operating
schedule and a reduction in workforce.

                     Consolidated Results

Other operating expense on a consolidated basis was $386,000
compared to $1.2 million in the same prior-year period. This
decrease was related to lower idle plant cost incurred during
the second fiscal quarter. Improved market conditions resulted
in less downtime at the company's nitrogen operations in the
quarter compared to the quarter ending December 31, 2001.

For the quarter, consolidated interest expense was $7.6 million
compared to $7.0 million in the quarter ending December 31,
2001. The increased cost is the result of a higher average
interest rates and amortized cost associated with refinancing,
partially offset by lower average debt balances under our
revolving credit facility with Harris Trust and Savings Bank.

Selling, general and administrative expense was $7.4 million
compared to $6.5 million in the same-prior-year period. Costs
associated with refinancing efforts at the beginning of the
quarter, and severance costs of approximately $1.0 million
related to reductions in force at the Donaldsonville facility,
accounted for most of the increase in selling, general and
administrative expense. These high costs were partially offset
by the absence of goodwill amortization.

Comparing six months ended December 31, 2002, to the prior-year
period:

      -- The average cost of domestic natural gas for all
operations, net of futures gains and losses, increased 9 percent
to $3.46 per MMBtu from $3.17 per MMBtu in the prior-year
period.

Nitrogen

      -- Operating loss for the nitrogen segment, excluding the
write-down of the prilled urea facility, for the six months
ending December 31, 2002 was $11.1 million compared to an
operating loss of $8.6 in the same prior-year period. Including
the non-cash charge, the operating loss is $23.4 million for the
six months ending December 31, 2002.

      -- Total nitrogen sales volume was unchanged and the
weighted-average selling price decreased 3 percent compared to
the prior-year period.

      -- Ammonia sales volumes decreased 14%, while sales prices
increased 11%. Sales volumes were negatively impacted by the
continued sluggish U.S. economy. Sales prices increased as a
result of political unrest in Venezuela that curtailed and
eventually ended ammonia exports from that country and downtime
in other parts of the world.

      -- Ammonium nitrate sales volumes increased 7%, while sales
prices decreased 6%. The increase in sales volumes is primarily
due to lower beginning inventories at the distributor and dealer
level, causing them to replenish their stocks, increased
consumption by the company's traditional customer base, and
improved fall wheat and pasture fertilization. Sales prices were
negatively impacted by increased supply from domestic production
and, to a lesser extent, imports.

      -- Urea sales volumes decreased 32%, and sales prices
decreased 7%. The decrease in sales volumes is primarily related
to decreased urea melt sales caused by Melamine Chemical, Inc.'s
closure in January 2002 of its plant in Donaldsonville,
Louisiana. The company sold MCI approximately 95,000 tons of
urea melt during the six-month period ended December 31, 2001.
This decrease in sales volumes was partially offset by increased
sales of prilled urea. The loss of urea melt tons, which were at
higher net sales prices relative to other urea products at the
time, combined with increased industry production levels,
resulted in lower sales prices.

      -- Nitrogen solutions sales volumes increased 93%, and
sales prices increased 2%. Sales volumes increased due to
customers making purchasing decisions earlier in the year as a
result of low industry beginning inventories, reduced imports
resulting from the positive preliminary determinations in the
company's anti-dumping trade action with a consortium of other
producers against Russia, Belarus, and the Ukraine, improved
crop futures prices, and the anticipation of further product
price increases in the spring. Sales prices increased from the
low levels experienced during the prior year when there was an
inventory carry-over from a previous selling season and unfairly
priced imports flooding the U.S. market. Prices continued to
improve at the end of the period.

Phosphates

      -- Sales volume decreased 11%, while the average sales
price increased 14%. Sales volumes were lower due to limited
availability of certain raw materials, primarily sulfur, and
decreased DAP production at the company's Pascagoula facility of
approximately 28,000 short tons. In addition, wet weather
conditions during the second quarter reduced tons sold for the
six months ended December 31, 2002. Sales prices improved
due to international demand from China, as well as improved
commodity prices in the domestic market, that led to early
purchases. By the end of the period, international prices and
demand from China had softened.

      -- Operating loss for the phosphate segment was $4.5
million compared to an operating loss of $333,000 in the prior
year period. Higher raw material costs, increased spending for
chemicals due to increased water treatment demand caused by
excessive rainfall and reduced production rates combined to more
than offset the positive effect of higher DAP prices.

Potash

      -- Sales volumes decreased 16%, while sales prices
increased 1%. Sales volumes were lower due to a decision to
reduce export sales volumes attributable to unfavorable pricing
in that market. In addition, the company realized lower
industrial sales due to the closure of a major customer's plant,
reduced sales into Mexico, and lower demand from the oilfield
services industry.

      -- Operating loss for the potash segment was $1.3 million
compared to an operating loss of $3.7 million in the prior year.
A decrease in electricity and labor costs, combined with higher
production rates resulted in lower production cost per ton.

                     Consolidated Results

Other operating expense, on a consolidated basis, was $5.7
million compared to $7.9 million in the prior-year period. The
decrease was due to lower idle-plant cost incurred during the
six months ending December 31, 2002, compared to the prior year
period.

Selling, general and administrative expense was $14.7 million
compared to $13.6 million in the prior-year period. This
increase is primarily the result of expenses associated with
refinancing efforts, increased cost for insurance and incurring
expenses associated with reductions in workforce. These higher
costs were partially offset by the absence of goodwill
amortization.

For the six months ending December 31, 2002, consolidated
interest expense was $14.2 million compared to 14.7 million in
the same prior-year-period.

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

As previously reported, Fitch Ratings affirmed Mississippi
Chemical Corporation's senior secured credit facility at 'CCC+'
and the senior unsecured notes at 'CCC-'. The ratings have been
removed from Rating Watch Negative. The Rating Outlook is
Negative.


NASH-FINCH COMPANY: Defaults on 8-1/2% Senior Subordinated Notes
----------------------------------------------------------------
Nash-Finch Company (Nasdaq:NAFCE) was notified on February 13,
2003 by U.S. BANK TRUST NATIONAL ASSOCIATION, the Trustee for
the Company's $165,000,000 Series A and B 8-1/2% Senior
Subordinated Notes due 2008, that a default had occurred under
the Indenture as a result of the Company's failure to file
certain financial reports with the Securities and Exchange
Commission and that, unless remedied within the 30 day grace
period, such failure would constitute an event of default under
the Indenture.   The 10-year Senior Subordinated Notes were
issued by NASH-FINCH COMPANY, are guaranteed by Nash-Finch
subsidiaries T.J. MORRIS COMPANY, SUPER FOOD SERVICES, INC., GTL
TRUCK LINES, INC., PIGGLY WIGGLY NORTHLAND CORPORATION, and
ERICKSON'S DIVERSIFIED CORPORATION, and additional guarantees
are provided by HINKY DINKY SUPERMARKETS, INC., and U SAVE
FOODS, INC.

If the default is not remedied within 30 days, an event of
default will also occur under the Company's bank credit
facility.  That $250,000,000 facility -- according to
information obtained from http://www.LoanDataSource.com--
provides the Company with financing provided by:

                                       Revolving
                                          Loan        Term Loan
         Lender                        Commitment     Commitment
         ------                        ----------     ----------
    Bankers Trust Company              $14,000,000    $21,000,000
    General Electric Capital Corp.     $14,000,000    $21,000,000
    Harris Trust and Savings Bank      $14,000,000    $21,000,000
    U.S. Bank National Association     $14,000,000    $21,000,000
    Firstar Bank, N.A.                 $10,000,000    $15,000,000
    GMAC Commercial Credit LLC         $10,000,000    $15,000,000
    The Bank of Tokyo Mitsubishi Ltd.  $10,000,000    $15,000,000
    Transamerica Business Credit Corp. $10,000,000    $15,000,000
    National City Bank                  $4,000,000     $6,000,000
                                      ------------   ------------
                                      $100,000,000   $150,000,000

The Company is in discussions with its bank lenders concerning a
waiver of the potential event of default.  There can be no
assurance that the Company will be able to obtain a waiver from
the bank lenders. Assuming that the Company's trade credit
remains substantially unaffected, and given the Company's strong
operating cash flows, the Company does not project requiring
borrowings under the credit facility for at least the next 30
days.

Although the Company has not yet filed its financials for the
third and fourth quarters of fiscal year 2002, based upon
unaudited information prepared under the assumption that the
current accounting for Count-Recount charges is determined to be
correct, for fiscal 2002 the Company had total sales and
revenues of $3.9 billion compared to $4.0 billion for fiscal
2001. While sales were difficult in this competitive
environment, based on the same assumption, the Company was able
to achieve net earnings and diluted earnings per share of $29.7
million and $2.46, respectively, as compared to $21.2 million
and $1.78, respectively, for the prior fiscal year, as reported.
In addition, for the 16-week period ended October 5, 2002, the
Company had net earnings of $7.3 million and diluted earnings
per share of $0.61 compared to $6.0 million and $0.50, as
reported, for the comparable period last year. For the 12-week
period ended December 28, 2002 the Company had net earnings of
$8.4 million and diluted earnings per share of $0.70 compared to
$6.7 million and $0.55, as reported, for the prior period.

As previously reported, the Company announced on November 21,
2002 a delay in the filing of its report on Form 10-Q for the
quarter ended October 5, 2002. The delay was attributable to an
internal investigation of the Company's practices and procedures
with respect to Count-Recount charges, which was also the
subject of a previously announced informal inquiry being
conducted by the Securities and Exchange Commission.

The Company subsequently announced on February 4, 2003 the
resignation of Deloitte & Touche as independent auditors, and
the receipt of a formal order of investigation from the
Commission. On February 7, 2003 the Company announced that it
was seeking Commission concurrence with the Company's conclusion
that Count-Recount charges were properly accounted for, that it
has provided the Office of the Chief Accountant of the
Commission with a written communication detailing the basis for
the Company's position, and has requested a meeting at which the
Company's accounting for Count-Recount charges can be discussed
and confirmed. The Company further reported that the amounts of
these charges during the Company's most recent three fiscal
years, on a pre-tax dollar basis, were approximately $6.7
million in fiscal year 2000, $8.6 million in fiscal year 2001,
and $3.8 million through the second quarter of fiscal year 2002,
and were recorded as reductions in cost of sales, representing
0.19%, 0.24% and 0.23% of cost of sales for those respective
time periods. Pre-tax income in the same periods was $27.5
million, $36.3 million, and $23.2 million, and net cash provided
by operating activities for the same periods was $85.5 million,
$89.5 million, and $49.4 million. Even if the accounting for
Count-Recount charges were changed in response to the OCA
process, the Company does not anticipate that such change in
accounting would have a material cash impact on the Company.

"We are actively pursuing a resolution of our accounting
issues," said Ron Marshall, Chief Executive Officer. "We
continue to believe our accounting has been correct and, as I
have said previously, we hope that the OCA will provide the
necessary reassurance to allow us to move forward expeditiously
with the release of our financial results. We are working
closely with our lenders to ensure continued liquidity. As our
selected financial data indicates, we believe Nash Finch
continues to be operationally strong and healthy and I am
confident that we can work through the issues facing us."

Nash-Finch Company is a Fortune 500 company and one of the
leading food retail and distribution companies in the United
States with approximately $4 billion in annual revenues. Nash
Finch owns and operates 109 stores in the Upper Midwest,
principally supermarkets under the AVANZA(TM), Buy n Save(R),
Econofoods(R), Sun Mart(R) and Family Thrift Center(TM) trade
names. In addition to its retail operations, Nash Finch's food
distribution business serves independent retailers and military
commissaries in 28 states, the District of Columbia and Europe.
Further information is available on the Company's Web site at
http://www.nashfinch.com


NASH-FINCH: S&P Slashes Corporate Credit Rating to Junk Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nash-Finch Co., to 'CCC-' from 'B+'. At the same time,
Standard & Poor's revised its CreditWatch implications on the
company to developing from negative.

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

"The downgrade reflects our concern regarding Nash Finch's
liquidity as a result of the trustee's for the company's $165
million 8.5% senior subordinated notes due 2008 notification
that a default has occurred under the indenture," said Standard
& Poor's credit analyst Patrick Jeffrey. The default is a result
of the company's failure to file certain financial reports with
the SEC and that, unless remedied within the 30-day grace
period, such failure would constitute an event of default under
the indenture.

Nash Finch has yet to file its third quarter financial
statements of fiscal 2002 due to the SEC's ongoing formal
inquiry into certain practices and procedures related to
promotional allowances from vendors that reduce cost of goods
sold. In addition, the company is in discussions with its bank
lenders concerning a waiver of a potential event of default if
the default under the bond indenture is not remedied within 30
days.

On Jan. 28, 2003, Deloitte & Touche LLP resigned as Nash Finch's
independent auditor. Nash Finch stated in an 8-K release dated
Jan. 28, 2003 that during the period of Deloitte's engagement,
which commenced July 29, 2002, certain information came to
Deloitte's attention, that Deloitte determined if further
investigated may materially impact the fairness or reliability
of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued.
However, due to Deloitte's resignation, Deloitte was not able to
conclude what effect, if any, these matters have on the
company's previously issued or to be issued financial
statements.

On Feb. 7, 2003, Nash Finch announced that its was seeking SEC
concurrence with the company's conclusion that count-related
charges were properly accounted for, that it has provided the
Office of the Chief Accountant of the SEC with a written
communication detailing the basis for the company's position,
and has requested a meeting at which the company's accounting
for count-recount charges can be discussed and confirmed.

Standard & Poor's will continue to follow these issues. The
ratings could be raised to a rating in the 'B' category if 1)
Nash Finch is able to remedy the default by filing its required
financial statements within 30 days and resolve its accounting
issues so as to allow the timely filing of future financial
statement and 2) Nash Finch is able to obtain a waiver from its
bank lenders. However, if Nash Finch's trade credit becomes
impaired as a result of these events or the company is unable to
remedy the default within the 30-day grace period, the ratings
would be lowered.


NAT'L CENTURY: William O'Donnell Resigns from Creditor Committee
----------------------------------------------------------------
Larry J. McClatchey, Esq., at Kegler, Brown, Hill & Ritter, in
Columbus, Ohio, informs the Court that William O'Donnell and his
firm Gerbig Snell Weisheimer Advertising, LLC have resigned from
National Century Financial Enterprises, Inc.'s Official
Committee of Unsecured Creditors, effective December 20, 2002.

National Century Financial Enterprises, Inc., which provides
financing for health care providers, filed for Chapter 11
protection under the federal bankruptcy laws on November 18,
2002 (Bankr. S.D. Oh. Case No. 02-65235). Charles M. Oellermann,
Esq., at Jones Day Reavis & Pogue represent the Debtors in
theses cases. (National Century Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Dec. 31 Net Capital Deficit Balloons to $905MM
--------------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) reported
a net loss of $65.0 million for the fourth quarter of 2002. This
compares to a net loss of $280.3 million reported in the fourth
quarter of 2001. The fourth quarter 2002 net loss was negatively
impacted by $32.5 million in reorganization expenses including a
$26.1 million non-cash charge for potential additional costs
associated with long-term agreements. The Company's results were
also negatively impacted by scheduled maintenance outages
totaling $26.4 million, which were completed during the quarter.
The current quarter also includes unusual gains of $6.9 million
and a tax benefit of $5.0 million recognized upon the closure of
open tax years and the conclusion of a federal tax audit. The
fourth quarter 2001 net loss was affected by several items
including costs of $17 million associated with the idling of the
National Steel Pellet Company, a $21 million charge for
potentially uncollectible accounts receivable and income tax
expense of $89.6 million resulting from the write- down of the
year-end deferred tax asset on the Company's balance sheet.

Net sales for the current quarter were $653.1 million, a
decrease of 6% from the third quarter of 2002, while steel
shipments were 5% lower at 1,260,000 tons. The lower shipment
levels were primarily the result of seasonal slowdowns in the
markets we serve. The average selling price for the fourth
quarter of 2002 was $489 per ton, essentially the same as the
third quarter of 2002. The Company reported an operating loss of
$34.8 million before reorganization items for the fourth quarter
2002 as the above-mentioned lower shipment levels and
maintenance outage costs impacted our overall operating
performance. The Company did generate positive EBITDA of $5.0
million for the fourth quarter 2002 before reorganization costs.

"As previously indicated, we anticipated a net loss for the
fourth quarter given the increased spending on maintaining our
facilities coupled with the seasonal slowdown in the markets
that we serve. The higher maintenance costs were necessary to
ensure the long-term viability of the Company's assets and
continue to provide our customers with first-class service,"
said Mineo Shimura, Chairman and Chief Executive Officer.
"Without the one-time reorganization charges recorded in the
quarter, our results were in-line with our expectations."

For the full year 2002, the Company reported a net loss of
$148.7 million on sales of slightly more than $2.6 billion and
shipments of 5,319,000 tons. This compares to a net loss of
$652.1 million on sales of approximately $2.5 billion and
shipments of 5,904,000 tons for the year 2001. The Company
realized a $65 per ton average selling price increase for the
year 2002 as the Company continued its strategy to increase its
shipments of higher value-added products and took advantage of
much improved spot market pricing for steel products during
2002. The Company's operating losses were reduced by $320.0
million from 2001 levels primarily as a result of the improved
average selling prices, continuing cost reduction programs and
lower labor costs. The Company generated positive EBITDA for the
year 2002 of $26.2 million before reorganization costs.

Mr. Shimura stated, "While we are not satisfied with the net
loss recorded for 2002, the improvement over 2001 is
significant. The efforts of our employees to reduce costs while
still providing quality and service to our customers have been
key to this improvement. These efforts have also helped us
strengthen our liquidity position as we enter 2003."

                Financial Position and Liquidity

Total liquidity from cash and availability under the Company's
DIP credit facility, after adjusting for all required reserves
and letters of credit outstanding amounted to $221 million at
December 31, 2002, a decrease of $16 million from September 30,
2002. Total borrowings under the DIP facility amounted to $129
million at December 31, 2002 as compared to $96 million at
September 30, 2002. The increase in borrowing levels during the
fourth quarter 2002 was the result of increased steel
inventories, seasonal increases in raw materials inventories and
increased levels of capital spending during the quarter.

During the fourth quarter 2002 the Company funded $24 million in
capital expenditures most of which were associated with the
scheduled maintenance outages completed during the quarter.
Total capital spending for the year 2002 amounted to $38.5
million.

The Company's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $905 million.

                       Pension Accounting

As a result of continuing declines in the financial markets,
which have negatively impacted the value of pension assets, and
the utilization of a lower interest rate to measure pension
liabilities, the Company recorded a non-cash charge to other
comprehensive income of $448 million in December 2002. This had
the effect of increasing our minimum pension liability by $431
million at December 31, 2002.

                            Outlook

It is anticipated that steel shipments in the first quarter of
2003 will be slightly higher than fourth quarter 2002 levels.
Average selling prices could decline by 3% - 5% for the first
quarter as a result of lower spot market steel prices and a
weaker product mix of shipments. Partially offsetting this will
be lower costs associated with maintenance outages than we
experienced in the fourth quarter of 2002. It is still expected
that the Company will report a net loss for the first quarter
2003.

Borrowings under the DIP facility are expected to increase
during the quarter as a result of the anticipated net loss.
Working capital should improve slightly and it is anticipated
that capital spending will be in the range of $3 to $5 million
for the quarter. It is expected that net availability under the
DIP facility will essentially remain unchanged from year-end
2002 levels.

As previously announced, in December 2002 the Pension Benefit
Guaranty Corporation gave notice to the Company of its intent to
terminate the majority of the Company's qualified pension plans.
The PBGC's decision to involuntarily terminate the qualified
pension plans triggers FAS 88- curtailment accounting. In
accordance with FAS 88, the Company will recognize the
curtailment in the first quarter of 2003 by recording a non-cash
charge estimated to be approximately $105 million. Should the
PBGC be successful in terminating the Company's qualified
pension plans, the Company would be required to record a
settlement under FAS 88.

National Steel and AK Steel have entered into an Asset Purchase
Agreement for most of its steel making, finishing and iron ore
operations. The agreement is subject to a number of conditions,
including bankruptcy court approval, termination or expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and the execution and ratification of a new
collective bargaining agreement with the United Steelworkers of
America for those National Steel employees who will become
employees of AK Steel. The APA is subject to higher and better
offers submitted in accordance with the procedures approved by
the bankruptcy court under sections 363 and 365 of the U.S.
Bankruptcy Code. The U.S. Bankruptcy Court for the Northern
District of Illinois approved the break up fee and bidding
procedures related to the APA on February 6, 2003. The court's
ruling gives AK Steel "stalking horse" or priority status in the
asset sale process. At the same time, National Steel continues
to work on its stand-alone plan of reorganization.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately 5.5
million tons. National Steel employs approximately 8,200
employees. Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company
and its products and facilities.

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


NATIONSRENT INC: Court Approves Amended Disclosure Statement
------------------------------------------------------------
After hearing oral arguments from lawyers for NationsRent Inc.,
and its debtor-affiliates, and the objecting parties, Judge
Walsh determines that the Disclosure Statement filed in support
of the Debtors' consensual Reorganization Plan contains adequate
information as required in Section 1125 of the Bankruptcy Code.
Accordingly, Judge Walsh approves the Disclosure Statement and
authorizes the Debtors to proceed with the solicitation of votes
for the Plan.

Judge Walsh finds that the Disclosure Statement contains
sufficient information necessary to allow creditors to make
informed decisions whether to approve to reject the Debtors'
Plan.

Judge Walsh will convene a hearing to consider confirmation of
the Plan on April 3, 2003 at 1:30 p.m.  The Confirmation Hearing
may be continued from time to time without further notice.
Judge Walsh advises interested parties to mail any objections to
plan confirmation on or before March 21, 2003, or at other dates
that will be established by the Debtors that is at least 30 days
after the beginning of the solicitation period. Any affidavits
and briefs in support of the Plan confirmation must also be
filed by March 31, 2003.  Judge Walsh allows the Debtors to file
a consolidated reply to any Confirmation Objections.

At the Disclosure Hearing, the Debtors promised to file all
exhibits to the Plan with the Court and to make the exhibits
available for review at http://www.NationsRent.comby March 11,
2003.  (NationsRent Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAVISTAR INT'L: Loss from Continuing Operations Beats Consensus
---------------------------------------------------------------
Navistar International Corporation (NYSE:NAV), the nation's
largest commercial truck and mid-range diesel engine producer,
reported a first quarter loss as was anticipated and while it
forecasts a small second quarter loss, the company reiterated it
still expects to be marginally profitable for the full year.

The company, producer of International(R) brand trucks and
diesel engines, said the loss from continuing operations for the
quarter ended January 31, 2003, totaled $98 million, or $1.47
per diluted common share, compared with a loss of $53 million,
or $0.88 per diluted common share in the first quarter a year
ago. The net loss for the quarter, including discontinued
operations, amounted to $99 million, or $1.49 per diluted common
share. The consensus estimate of security analysts was for a
first quarter loss of $1.49 per share.

Consolidated sales and revenues from the company's manufacturing
and financial services operations for the first quarter totaled
$1.6 billion, compared with $1.5 billion the first quarter of
2002.

Looking ahead, John R. Horne, Navistar chairman and chief
executive officer, said a small second quarter loss of 25 cents
to 30 cents per diluted share is anticipated if there is a
favorable resolution of negotiations with Ford Motor Company in
regard to the delay of its V-6 engine program. He emphasized the
company should return to profitability in the third and fourth
quarters and be profitable for the full year as the result of
improved industry demand, increased truck and engine shipments,
realization of fixed costs reductions and resolution of the Ford
V-6 issues.

"The plans we have put in place for our previously announced
cost reduction of $100 million in 2003 were on track through the
first quarter," Horne said. "We have realigned our manufacturing
facilities to deliver scale for focused products and have
invested to make those plants the most efficient in the
industry. We believe the foundation is in place to return to
profitability in fiscal 2003 and in the future, to be profitable
at all points in the business cycle."

According to Horne, financial results for the first quarter were
on target with expectations. Income this year versus the first
quarter a year ago was impacted by higher postretirement
expenses, higher costs associated with the delay of the V-6
engine program, lower engine shipments to Ford and higher start-
up costs associated with the ramp up of the new Ford Power
Stroke(R) V-8 engine.

On the positive side, Horne said that the Blue Diamond joint
venture with Ford continues on track. Pilot production of Ford's
new medium truck began in December and the first shipments from
the company's plant in Escobedo, Mexico to Ford dealers in the
United States began this week.

The Blue Diamond joint venture continues to generate income
through the sale of service parts for commercial trucks and
diesel engines. A new line of smaller commercial vehicles is
scheduled to be introduced in the fall of 2004.

Horne also noted two financing transactions that totaled $365
million were successfully completed during the first quarter.
Both financings were well received by the marketplace,
demonstrating support for the company's business plans. As a
result, absent any extraordinary unforeseen cash demands, the
company expects that it will be able to cash flow its business
through 2005 even at production volumes as low as 75,000 units.

Turning to the 2003 outlook for new truck sales, Horne said that
the company's forecast for industry demand was based on the
assumption that orders for new medium and heavy trucks would
improve significantly in the third and fourth quarters of fiscal
2003. He noted that leading truck industry indicators such as
pricing, used truck inventories and truck tonnage appear to have
stabilized. Additionally, industry orders increased
significantly in January for both medium and heavy trucks.
Medium truck orders had been very weak prior to January.

"The orders we received in November and December were below our
expectations when we developed our estimate for Class 6-7 demand
in 2003," Horne said. "We experienced a significant increase in
bidding activity for medium trucks over the past few months. It
was only in January that we saw a significant improvement in
actual orders. This increase has encouraged us that our industry
forecast for medium truck demand will be met."

Horne said the company has not changed its forecast for industry
volume for the year ending October 31, 2003. As previously
forecast, medium truck (Class 6-7) volume is expected to
increase 13 percent to 82,000 units; heavy (Class 8) volume
should decline 4 percent to 156,000 units, while school bus
volume is forecast at 27,500 units, consistent with 2002.

Worldwide shipments of International medium and heavy trucks and
school buses during the first quarter totaled 18,700 units,
compared with 16,600 units in the first quarter of 2002. Overall
estimated North American market share in the first quarter
amounted to 26.5 percent compared with 26.4 percent a year
earlier. Class 8 shipments totaled 6,100 units, compared with
5,600 in 2002. Class 6-7 shipments totaled 7,700 units, compared
with 6,800 in 2002. School bus shipments were 4,900 units,
compared with 4,200 a year earlier.

Shipments of diesel engines to other original equipment
manufacturers during the quarter totaled 63,400 units, down from
78,000 units in the first quarter of 2002. The decline was the
result of the anticipated ramp up for the new V-8 engine.
Because of the overwhelming success of the new engine, Horne
said that the company is increasing its forecast for shipments
to Ford from 275,000 in 2002 to 301,000 in 2003.

"Our new V-8 engine was named one of 2003's 10 best engines by
Ward's AutoWorld and was the only diesel engine in the group.
Additionally, Ford has told us that they can sell all that we
can build," Horne said. "It is a reflection of the growing
acceptability of diesel engines."

Headquartered in Warrenville, Ill., Navistar International
Corporation (NYSE: NAV) is the parent company of International
Truck and Engine Corporation, a leading producer of mid-range
diesel engines, medium trucks, heavy trucks, severe service
vehicles and a provider of parts and service sold under the
International(R) brand. IC Corporation, a wholly owned
subsidiary, produces school buses. The company also is a private
label designer and manufacturer of diesel engines for the pickup
truck, van and SUV markets. Additionally, through a joint
venture with Ford Motor Company, the company builds medium
commercial trucks and sells truck and diesel engine service
parts. International Truck and Engine has the broadest
distribution network in the industry. Financing for customers
and dealers is provided through a wholly owned subsidiary.
Additional information can be found on the company's Web site at
http://www.nav-international.com

As reported in Troubled Company Reporter's December 17, 2002
edition, Fitch Ratings assigned a 'BB' to Navistar International
Corporation's $190 million senior unsecured convertible notes.
The Rating Outlook is Negative.

Fitch Ratings downgraded Navistar's existing securities to
reflect the continuing weak industry environment in Navistar's
core medium and heavy-duty truck markets in North America,
recent occurrences in Navistar's joint efforts with Ford,
continued headwinds in certain cost areas such as employee and
retiree healthcare costs, and concerns over the impacts of
substantial cash calls associated with scheduled pension
contributions and restructuring charges. Mitigating these
negatives were some positive factors such as the completion of
Navistar's major capital expenditure program, overall product
competitiveness, restructuring efforts that have positioned them
for the future, and the recent conclusion of contract
negotiations with the UAW.


NORTEL NETWORKS: Clinches $750-Million Support Facility with EDC
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) has entered into
an agreement with Export Development Canada regarding
arrangements to provide for support, on a secured basis, of
certain Nortel Networks obligations arising out of normal course
business activities including letters of credit, letters of
guarantee, indemnity arrangements, performance bonds, surety
bonds, receivables sales, securitizations, and similar
instruments issued or entered into for the benefit of Nortel
Networks. Nortel Networks previously announced on December 13,
2002 that it was in negotiations with EDC regarding these
arrangements.

The EDC Master Facility provides for up to US$750 million in
performance-related support and is comprised of (i) up to US$300
million of committed support for performance bonds or similar
instruments (within certain parameters); (ii) up to US$150
million of uncommitted support for receivables
sales/securitizations; and (iii) up to US$300 million of
additional uncommitted support for performance bonds and
receivable sales/securitizations.

These arrangements are consistent with the Company's business
needs for the foreseeable future and will provide the Company
with support for its operations as well as facilitate improved
liquidity.

Nortel Networks obligations under the EDC Master Facility are
secured under existing security agreements that pledge
substantially all of the assets of Nortel Networks in favor of
certain banks (under the Company's syndicated credit facilities
and which otherwise provide credit support to the Company) and
the holders of Nortel Networks public debt securities. In
addition and as previously announced, Nortel Networks has US$750
million in available and undrawn syndicated bank credit
facilities which expire in April 2005.

The Company also announced that its Board of Directors has
approved the submission of certain matters to shareholders at
the Company's annual and special meeting of shareholders on
April 24, 2003. This includes a special resolution relating to
the Company's previously announced plan to seek approval for a
proposed consolidation of its outstanding common shares (more
commonly known as a "reverse stock split"). Shareholders will be
asked to give authority to the Company's Board of Directors to
implement a consolidation of its outstanding common shares, in
its sole discretion, at any time prior to April 15, 2004. If a
consolidation is determined to be in the best interests of the
Company and its shareholders, the Board of Directors will select
a consolidation ratio within the range of one post-consolidation
common share for every five pre-consolidation common shares to
one post-consolidation common share for every ten
pre-consolidation common shares. There will also be a resolution
relating to a reconfirmation of the Company's shareholder rights
plan (as amended). The rights plan is being submitted for
approval to shareholders in accordance with the terms of the
plan that was originally approved by shareholders in April 2000.
Materials related to the shareholders meeting will be filed with
regulatory authorities and mailed to shareholders in the normal
course in advance of the meeting.

In connection with the solicitation of proxies with respect to
the 2003 annual and special meeting of common shareholders of
Nortel Networks Corporation, the Company will file with the
United States Securities and Exchange Commission, and will
furnish to common shareholders of the Company, a proxy
statement, which shareholders are advised to read (when
available) as it will contain important information.
Shareholders will be able to obtain a free copy of such proxy
statement (when available) and other relevant documents filed
with the SEC from the SEC Web site at http://www.sec.gov Such
proxy statement will also, when available, be provided for free
to shareholders by the Company.

Information concerning the Company and certain of the executive
officers, directors and affiliates of the Company, each of whom
may be deemed to be a participant in a solicitation by the
Company of proxies with respect to the annual and special
meeting, may be found in the Schedule 14A filed by the Company
on March 11, 2002. Copies of this Schedule 14A are available
from the SEC Web site at http://www.sec.gov

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

EDC is a financially self-sustaining Canadian federal Crown
corporation that provides trade finance and risk management
services to Canadian exporters and investors in up to 200
markets. It operates on commercial principles, charging rates
and fees according to the risks it undertakes. EDC also funds
its activities by borrowing from capital markets as well as from
its accumulated earnings.

Nortel Networks Corp.'s 7.400% bonds due 2006 (NT06CAR2) are
trading at about 86 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


ON SEMICONDUCTOR: Issuing $200-Million of Senior Secured Notes
--------------------------------------------------------------
ON Semiconductor Corp., (NASDAQ: ONNN) and its wholly owned
subsidiary, Semiconductor Components Industries, LLC, intend to
issue approximately $200 million principal amount of senior
secured notes due 2010 in a Rule 144A private offering.

ON Semiconductor plans to use the net proceeds from the offering
to prepay a portion of Semiconductor Components' senior bank
facilities. ON Semiconductor and Semiconductor Components have
obtained an amendment to their senior bank facilities to permit
the issuance of the senior secured notes. The sale of the senior
secured notes is expected to close on or around Feb. 28, 2003.

The senior secured notes will be offered to qualified
institutional buyers in reliance on Rule 144A under the
Securities Act of 1933 and to non-U.S. persons in reliance on
Regulation S under the Securities Act of 1933. At the time of
the offering, the senior secured notes will not be registered
under the Securities Act of 1933 and may not be offered or sold
absent such registration or an exemption from the registration
requirements of the Securities Act of 1933 and applicable state
securities laws.

ON Semiconductor, whose December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $662 million, offers
an extensive portfolio of power and data management
semiconductors and standard semiconductor components that
address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information,
visit ON Semiconductor's Web site at http://www.onsemi.com


PETROLEUM GEO-SERVICES: Pays Bond Interest Within Grace Period
--------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (Oslo:PGS) has paid
interest on its 8.15% Senior Notes due 2029. The Company
previously announced on January 14, 2003, that it would use the
30 day grace period for payment of interest due January 15,
2003, on these notes.

Under the terms of the notes, no default has occurred as the
interest payment was made within 30 days of the due date.

As reported in Troubled Company Reporter's February 5, 2003
edition, Fitch Ratings affirmed Petroleum Geo-Services ASA
senior unsecured debt rating at 'C'. The ratings remain on
Rating Watch Negative. This affirmation follows the payment by
PGO of interest related to PGO's 6-5/8% senior notes due 2008
and its 7-1/8% senior notes due 2028. PGO finds itself in the
same situation it was in last month as it has utilized a 30-day
grace period to make an $8.2 million interest payment on its
8.15% senior notes due 2029. This grace period expires Feb. 15,
2003.


PG&E CORP: Will Webcast Q4 and Year-End 2002 Results on Feb. 27
---------------------------------------------------------------
PG&E Corporation (NYSE: PCG) will announce its Fourth Quarter
2002 Earnings live over the Internet on Thursday, February 27,
2003 at 8:30 a.m. PST/ 11:30 a.m. EST.

      What: 2002 Fourth Quarter and Year-End Earnings

      When: Thursday, February 27, 2003
            8:30 a.m. PST/ 11:30 a.m. EST

      Where:

      http://www.pgecorp.com/financial/news/conference_calls.html

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

      Contact: Investor Relations +1-415-267-7080

If you are unable to participate during the live webcast, the
call will be archived at www.pge-corp.com for 90 days.
Alternatively, a toll-free replay of the conference call may be
accessed shortly after the live call through 9:00 p.m. EST,
March 6, by dialing 877-690-2090.

PG&E Corporation is a national energy-based holding company,
headquartered in San Francisco, California. It markets energy
services and products throughout North America through its
National Energy Group. It is also the parent of Pacific Gas and
Electric Company, the Northern and Central California utility
providing natural gas and electricity service to one in every 20
Americans.


POLAROID CORP: Wants Nod to Hire Ernst & Young as Tax Advisors
--------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates seek the Court's
authority to employ Ernst & Young LLP to continue certain audit
defense and sales and use tax recovery services that had been
previously provided by Arthur Andersen LLP.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, recounts that on January 16, 2002,
the Court approved the Debtors' employment of Arthur Andersen
LLP as Tax Advisors.  Pursuant to that Order, Arthur Andersen
agreed to provide audit defense and sales and use tax recovery
services in connection with an audit by the Massachusetts
Department of Revenue Audit Division for the period from July
1991 through December 1996.

Subsequent to the entry of the Order, Mr. Galardi notes, the
professionals that were working on the matter for Arthur
Andersen left the Arthur Andersen firm and began working with
Ernst & Young.  Accordingly, Ernst & Young would be continuing
the work that was previously authorized for Arthur Andersen.
Mr. Galardi informs Judge Walsh that Ernst & Young and Arthur
Andersen have reached a separate agreement regarding each firm's
share of any fees generated in this matter.

As tax consultants, Ernst & Young will be compensated by not
more than the lesser of:

     (a) 25% of the "total benefit" received by the Debtors; and

     (b) $550,000.

Since this is a contingency fee arrangement, the Debtors propose
to make the payment due to Ernst & Young once the Debtors' claim
is accepted and paid out by an auditor or similar state or local
tax official.

According to Mr. Galardi, Ernst & Young:

     -- is a "disinterested person" as the term is defined
        in Section 101(14) of the Bankruptcy Code, as modified by
        Section 1107(b);

     -- does not hold ore represent an interest adverse to the
        estate that would impair its ability to objectively
        perform professional services for the Debtors, in
        accordance with Section 327;

     -- connections with the Debtors' creditors, any other party-
        in-interest, or their attorneys are fully disclosed and
        its partners and professionals working on this matter are
        not relatives of the United States Trustee of the
        District of Delaware or of any known employee in the
        office, or any U.S. Bankruptcy Judge of the District of
        Delaware; and

     -- has not provided, and will not provide, professional
        services to any of the Debtors' creditors, other parties-
        in-interest, or their attorneys with regard to any matter
        related to these Chapter 11 cases. (Polaroid Bankruptcy
        News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)

Polaroid Corporation's 11.50% bonds due 2006 (PRDC06USR1) are
trading at about 7 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PRIME GROUP: Terminates Andersen's Lease at IBM Plaza in Chicago
----------------------------------------------------------------
Prime Group Realty Trust (NYSE: PGE) and Arthur Andersen LLP
have terminated Andersen's lease for 76,849 square feet at IBM
Plaza located in Chicago, Illinois. Andersen has paid the
Company $1.1 million in lease termination fees, which have been
placed in escrow to be used for retenanting costs. The Company
is also in negotiations with its lenders relating to the
potential termination of Andersen's 579,982 square foot lease at
33 West Monroe Street in Chicago, Illinois.

In addition, the Company is pleased to announce that it has
executed a 10-year lease renewal with CEDA (Community and
Economic Development Association of Cook County, Inc.) for
60,043 square feet at 208 South LaSalle Street, which represents
7 percent of the building's leaseable space.

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

As reported in Troubled Company Reporter's February 10, 2002
edition, Prime Group Realty Trust's Board of Trustees, after
evaluating the proposal with its financial advisors, determined
that it was not interested in pursuing the previously announced
recapitalization proposal presented to the Company by Northland
Capital Partners, L.P., Northland Capital Investors, LLC, NCP,
LLC and Northland Investment Corporation.

The Board instead decided that it would continue to pursue the
Company's other strategic alternatives at this time, including
but not limited to, a sale, merger or other business combination
involving the entire Company. The senior management of the
Company then informed Northland of the Board's determination
after which Northland sent a letter to the Company stating that
it was terminating all discussions and negotiations relating to
a possible negotiated transaction.

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


PROLOGIC MANAGEMENT: External Auditors Air Going Concern Doubt
--------------------------------------------------------------
Prologic Managment Systems Inc., provides systems integration
services, software development, hardware and software
maintenance, technology products and related services. The
majority of the Company's revenues are generated from systems
integration and related product sales. The Company's services
include systems  integration, hardware and software maintenance,
and national and regional support in Internet and intranet
application and framework design, enterprise and workgroup
client/server design and optimization, relational database
development, LAN/WAN and workgroup solutions, network design and
connectivity, and security and encryption design and deployment.
The Company's software development expertise provides an
internal resource for development needs in integration and
custom projects. The Company's products are not directed to the
retail consumer market.

Net revenue for the third quarter of fiscal 2003 was $3,677,138
compared to $2,377,153 for the same period of the prior fiscal
year, an increase of $1,299,985, or approximately 54.7%. The
revenue increase was due primarily to an increase in service
sales and sales of related hardware during the quarter. Revenue
from sales of third party hardware for the quarter ended
December 31, 2002 was $1,872,668, an increase of approximately
59.7% over sales from the same period of the previous fiscal
year of $1,172,495. Revenue from sales of software licenses,
which included third party licenses as well as proprietary
software, was $456,328 for the quarter ended December 31, 2002,
an increase of approximately 29.2% over sales of $353,319 from
the same period of the previous fiscal year. Revenue from
service sales for the quarter ended December 31, 2002, which
were comprised predominately of ESS maintenance, integration and
support services, was $1,348,142 compared to $851,339 for the
same period of the previous fiscal year, an increase of
approximately 58.4%. The increases in software license and
service sales reflect the Company's efforts to increase sales of
higher margin software and services, which have been less
susceptible to market conditions than the demand for computer
hardware.

Cost of revenue for the quarter ended December 31, 2002 was
$2,984,905, or 81.2% of total net revenue, compared to
$1,322,670, or 55.6% of net revenue, for the same period of the
previous fiscal year. The overall increased cost of revenue was
primarily the result of the increase in sales. The Company does
not expect to see improved margins on sales of third party
hardware products in the near term, as the national and regional
economic difficulties continues to drive competition and pricing
pressure in the computer hardware market. The Company is
attempting to offset the increasing cost of third party products
by increasing sales of higher-margin related services.

The Company had a net loss of $1,103,152 for the third quarter
of fiscal 2003, as compared to a loss of $838,971 for the same
period of the previous fiscal year. The increase in the loss was
primarily a result of the decrease in gross profit.

However, the Company had a net loss of $2,518,328 for the first
nine months of fiscal 2003, as compared to a net loss of
$1,641,114 for the same period of the previous fiscal year. The
increase in the loss was primarily a result of the decrease in
sales from the same period of the previous fiscal year

At December 31, 2002, the Company had a working capital deficit
of approximately $4,182,000 versus a deficit of approximately
$2,248,000 at March 31, 2002. The increase resulted primarily
from the increased operating losses in the first nine months of
fiscal 2003. As a result of the working capital deficit at March
31, 2002 (the Company's fiscal year end), the Company's
independent certified public accountants have expressed
substantial doubt about the Company's ability to continue as a
going concern. The total cash balance at December 31, 2002 was
$618,033.


PROVIDIAN FINANCIAL: Wellington Mgt. Reports 5.06% Equity Stake
---------------------------------------------------------------
Wellington Management Company, LLP, beneficially owns 14,627,904
shares of the common stock of Providian Financial Corporation
with shared voting power over 10,086,134 such shares and shared
dispositive powers over the entire 14,627,904 shares.  The
amount held represents 5.06% of the outstanding common stock of
the Company.

As previously reported, Moody's Investors Service confirmed the
ratings of Providian Financial Corporation and its unit
Providian National Bank.

Outlook is stable.

                    Ratings Confirmed:

* Providian Financial Corporation

   - senior unsecured debt rating of B2.

* Providian Capital I

   - the preferred stock rating of Caa1.

* Providian National Bank

   - bank rating for long-term deposits of Ba2

   - ratings on senior bank notes and other senior long-term
     obligations of Ba3;

   - issuer rating of Ba3;

   - subordinated bank notes rating of B1, and

   - bank financial strength rating of D.

The ratings confirmation reflects the numerous measures the
company has taken just to strengthen its financial position,
including portfolio sales, facility closings, and the
implementation of conservative underwriting and marketing plans.


RAND MCNALLY: Files Prepackaged Chapter 11 Plan in N.D. Illinois
----------------------------------------------------------------
Rand McNally & Company and its debtor-affiliates filed their
Prepackaged Chapter Joint Chapter 11 Plan of Reorganization with
the U.S. Bankruptcy Court for the Northern District of Illinois.
Full-Text Copy of the Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=030214042250

The Plan provides for the classifications of Claims into 5
Classes and interests into 3 classes.  Administrative Expenses
and Priority Tax Claims of the kinds specified in Sections
507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been
classified and are excluded from the classes.

Class   Description        Treatment   Recovery
-----   -----------        ---------   --------
Class 1 Priority           Unimpaired  paid in full

Class 2 Credit Agreement   Impaired    receive pro rata share
                                        of the New Term Notes and
                                        3,111,500 New Common
                                        Stock -- Full Payment

Class 3 Miscellaneous      Unimpaired  Full Payment
         Secured

Class 4 General Unsecured  Unimpaired  Full Payment

Class 5 Senior             Impaired    receive pro rata share
         Subordinated                   of 353,000 Shares of
         Loan                           New Common Stock

Class 6 Intercompany       Impaired;   Cancelled on the
         Claims             deemed to   Effective Date
                            reject Plan

Class 7 Old Common Stock   Impaired    Extinguished on the
                                        Effective Date

Class 8 Subsidiary         Unimpaired  Retained on the
         Interests                      Effective Date

Class 9 Other Interests    Impaired;   Extinguished,
                            deemed to   no distribution
                            reject Plan

Rand McNally & Company and its debtor-affiliate are providers of
geographic and travel information in a variety of formats,
including print materials, software products and on the
internet.  The Company filed for chapter 11 protection on
February 11, 2003 (Bankr. N.D. Ill. Case No. 03-06087).  Robert
E. Richards, Esq., at Sonnenschein Nath & Rosenthal, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed debts and
assets of over $100 million each.


ROWECOM: Turns to Development Specialists for Financial Advice
--------------------------------------------------------------
RoweCom, Inc., and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Development Specialists, Inc., as their Financial Advisor
to provide financial advisory and other related services in
connection with the company's chapter 11 case.

The Debtors have determined that the size of their operations
and the complexity of their attendant financial difficulties
require them to employ experienced advisors to render financial
advisory and other related services in connection with these
chapter 11 cases.

The Debtors relate that Development Specialists has been
assisting the Debtors, through their counsel, Kaye Scholer LLC,
in its restructuring efforts since December 2002.  Consequently,
the personnel at Development Specialists have become familiar
with the Debtors' capital structure and many of the issues which
the Debtors expect will be addressed in these cases.

Development Specialists will:

      a. Perform an evaluation of the current financial condition
         of the Debtors; b. Assist the Debtors in quantifying the
         Debtors' current and potential obligations to their
         clients, publishers and vendors;

      c. Assist the Debtors in compiling the information required
         for the Schedule of Assets and Liabilities and Statement
         of Financial Affairs to be filed with the Court;

      d. Assist the Debtors in developing potential strategies
         with respect to the potential sale of the business or
         portions of the business;

      e. Develop a strategy and budget to wind down the
         operations; f. Assist the Debtors with various issues,
         as they arise, with other parties-in-interest and their
         professionals as they relate to the chapter 11
         proceeding;

      g. Assist the Debtors and their other professionals in
         formulating and negotiating a chapter 11 plan of
         reorganization;

      h. Assist the Debtors in gathering and analyzing
         information that may be pertinent to any adversary
         complaints which may be brought by the Debtors against
         other entities, including RoweCom's parent; and

      i. Render such other tasks as may be agreed upon by DSI and
         the Debtors.

The professionals currently designated to perform services in
this case and their current standard hourly rates are:

           Patrick J. O'Malley      $395 per hour
           John C. Wheeler          $295 per hour
           George E. Shoup, III     $265 per hour
           Jill E. Costie           $195 per hour

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.


SEITEL INC: Noteholder Standstill Pact Extended to Feb. 28
----------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) and its Noteholders have
agreed to extend the date by which an agreement in principle for
the restructuring of the Company's $255 million of Senior Notes
must be reached, until February 28, 2003. The Company's
Standstill Agreement with its Noteholders previously had
required an agreement in principle for this restructuring to be
reached by February 14, 2003.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


SHELDAHL INC: Court Okays Nassau as Longmont Property Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District Of Minnesota gave its
nod of approval to Sheldahl, Inc., and its Official Committee of
Unsecured Creditors' joint request to hire equipment broker
Nassau Asset Management.  Nassau will be exclusively responsible
for the sale and liquidation of certain machinery and equipment
located at the Debtor's manufacturing facility in Longmont,
Colorado.

The Debtors remind the Court that it authorized the Debtor to
sell substantially all of its business asset to Northfield
Acquisition Co., except for certain machinery and equipment, as
objected by the Committee and should remain as the property of
the Debtor's estate.

The Debtor adds that the Committee favored the selection of
Nassau based on its engagement proposal and its experience and
re-sale market for this type of personal property.

The Parties agreed to compensate Nassau with a commission of:

      (a) 10% on net sale proceeds of up to $400,000,

      (b) 8% on the next $300,000 of net proceeds of sale; and

      (c) 6% of net sales in excess of $700,000.

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.


SOFAME TECH.: Has Until March 31 to File Proposal Under BIA
-----------------------------------------------------------
Sofame Technologies Inc., announces that the Superior Court
granted to the Corporation on February 13, 2003, an extension of
delay for filing a proposal to its creditors under the
provisions of the Bankruptcy and Insolvency Act. The period to
file a proposal is extended to March 31, 2003. During such
period, the Corporation will concentrate on completing its
current contracts and obtaining financing in order to ensure the
long-term continuation of its business.

The Corporation also announces that Mr. Bernard Roberge and
Mr. Robert Normand have resigned from the Board of Directors as
of January 29 and February 14, 2003 respectively, and that
Mr. Charles Delisle has ceased to act as President and Chief
Executive Officer of the Corporation as of February 7, 2003.

Further press releases regarding the process of restructuring of
the Corporation will be issued as soon as new developments
arise.

Sofame Technologies Inc., is a Montreal-based corporation doing
business in the direct contact water heating industry.

Sofame Technologies Inc., is listed on the TSX Venture Exchange
under the SDW symbol and the financial statements are filed on
SEDAR's Web site at http://www.sedar.com


SONIC FOUNDRY: Working Capital Deficit Widens to $3MM at Dec. 31
----------------------------------------------------------------
Sonic Foundry(R), Inc. (Nasdaq:SOFO), a leading digital media
software solutions company, announced results for its first
quarter of fiscal 2003.

Despite tough economic and market conditions, Sonic Foundry
reported consistent quarterly sales year to year and continued
to make strides in reducing its costs and improving gross
margins -- up five percentage points from a year ago.
Simultaneously, the company also announced it has signed a
Letter Of Intent for the sale of its entertainment industry
assets for approximately $8 million cash, including an estimate
for working capital. The agreement is subject to customary terms
and conditions as well as the signing of a definitive agreement.

At December 31, 2002, the Company's balance sheet shows that its
total currentl liabilities exceeded its total current assets by
about $3 million.

"Sonic Foundry is focusing on new markets where rich media
applications are being embraced and where we can apply our
experience and knowledge-base to delivering next-generation
products and solutions," explained Rimas Buinevicius, chairman
and CEO of Sonic Foundry. "The sale of selected company assets,
together with the significant response we are receiving from the
recent launch of Vegasr+DVD, positions us to take advantage of
these opportunities. It gives us more options and flexibility in
carrying out our strategy."

Highlights for first quarter 2003 include:

      -- Revenues were $6.0 million, unchanged from $6.0 million
reported for the first quarter of fiscal 2002.

      -- Gross margins improved year to year by five percentage
points to 59 percent of revenues in the first quarter of fiscal
2003 versus 54 percent for the same period a year ago.

      -- Operating expenses dropped slightly, and, together with
reduced cost of sales, led to an improvement in the reported
loss from operations for the first quarter of $2.1 million
versus $2.6 million reported for the first quarter of 2002.

      -- Net loss was $3.3 million, compared to a net loss of
$47.4 million (including one-time accounting charges of $44.7
million) for the first three months of 2002.

      -- Sales of the company's popular digital audio editing
product, Sound Forge(R), and its recently re-introduced CD
burning and duplication product, CD Architect(TM), were
significant contributors to the quarter's software revenue.
Sales of Sound Forge increased by almost double from the first
quarter of 2002 and CD Architect contributed 10 percent to Sonic
Foundry's total desktop software revenue for the period ending
December 31, 2002.

      -- Concentrated engineering efforts in the first quarter
laid the foundation for the company's successful introduction of
Vegas 4 and DVD Architect this quarter. Just since its official
launch eight days ago (Feb. 6), Vegas+DVD is exhibiting the
strongest upgrade cycle of any product sold in Sonic Foundry's
history.

"We are taking the necessary actions to re-establish Sonic
Foundry's position in growing, new markets that offer great
opportunity," Buinevicius said. "We are moving swiftly with our
plan to self-fund our strategy in the interests of our
shareholders and to demonstrate, once again, that Sonic Foundry
is the same maverick market leader and industry innovator that
the company built its reputation on from the very beginning."

Because the financial markets are closed on Monday due to
President's Day, Sonic Foundry will host a conference call today
to discuss its first-quarter 2003 fiscal results at 10:00 a.m.
CST/11:00 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


STRUCTURED ASSET: Fitch Hatchets Ratings on Classes 2B4 & 2B5
-------------------------------------------------------------
Fitch lowers its ratings of the following Structured Asset
Securities Corporation's Mortgage Pass-Through Certificates:

                   SASCO 2000-3 Group 2:

       -- Class 2B4 downgraded to 'CCC' from 'BB' and remains on
          Rating Watch Negative;

       -- Class 2B5 downgraded to 'D' from 'C'.

The action is the result of a review of the level of losses
incurred to date as well as Fitch's future loss expectations on
the current severely delinquent loans in the pipeline relative
to the applicable credit support levels as of the January 25,
2003 distribution.

SASCO 2000-3 Group 2 remittance information indicates that
10.61% of the pool is over 90 days delinquent, and cumulative
losses are $1,223,748 or 0.54% of the initial pool. Class 2B4
currently has 1.74% of credit support, and Class 2B5 currently
has 0.00% of credit support remaining.


TANGRAM ENTERPRISE: Q4 Results Swing-Down to $1.2MM in Net Loss
---------------------------------------------------------------
Tangram Enterprise Solutions, Inc. (OTC Bulletin Board: TESI), a
leading provider of IT asset management software and services,
announced operating results for the fourth quarter and the year
ended December 31, 2002.

"In the depressed technology market of 2002, Tangram's revenues,
like those of many other software companies, were not insulated
from the continued decline in IT spending," said Norm Phelps,
president and CEO of Tangram. "In fact, industry analysts have
stated that the IT asset management market has been hit
especially hard, with overall spending for ITAM repository
solutions specifically coming in well below 2001 levels."

As a result, for the quarter ended December 31, 2002, the
company reported total revenues of $2.8 million, compared with
$4.8 million in the fourth quarter of 2001, a decrease of 41%.
Net loss for the fourth quarter of 2002 was $1.2 million, which
includes a charge to operations of $582,000 for severance and
facilities closing costs and $760,000 for the write-down of
acquired software technology reflecting the 2002 market-wide
decline in ITAM repository spending. This compares with net
earnings of $212,000 in the fourth quarter 2001. Excluding the
charge for restructuring and the write-down of acquired software
technology, the company's net earnings were $159,000.

In 2002, as a result of the revenue and earnings shortfalls and
in order to position itself to withstand a potentially continued
sluggish economy in 2003, the company implemented a significant
restructuring plan designed to reduce its operating cost
structure. Specifically, the company consolidated its
development staff and closed a facility located in Malvern, PA,
downsized its headquarters facility located in Cary, NC, and
reduced its workforce. These cost restructuring initiatives will
result in an approximate $4 million reduction in operating costs
for 2003.

For the year ended December 31, 2002, total revenues fell 26% to
$11.6 million, down from $15.6 million in 2001. Net loss for the
year ended December 31, 2002 was $2.7 million. This compares to
a net loss of $1.8 million in 2001. Excluding the charge for
restructuring and the write-down of acquired software
technology, the company's net loss in 2002 was $1.0 million.

At December 31, 2002, the Company's balance sheet shows a
working capital deficiency of about $1.5 million.

In January 2003, Tangram released for sale its newly enhanced
versions of both Asset Insight(R), the company's flagship IT
asset tracking solution, and Enterprise Insight(R), Tangram's
lifecycle asset management solution. Together, these two
releases bring to market the first and only truly unified IT
asset management solution, seamlessly marrying the physical
asset information of Asset Insight with the financial and
contractual information managed by Enterprise Insight, without
the need for complex and time-consuming data import or export.
This pioneering unified Insight solution is in direct response
to the growing market demand for end-to-end integrated asset
management solutions. Tangram expects its Enterprise Insight
repository sales to improve in 2003 as a result of the new
enhancements.

"2002 was a very challenging year, with the continued lag in IT
spending having a greater than anticipated negative impact on
our performance. However, throughout this very difficult time,
we believe we have put in place some significant measures that
will help us move toward improved performance in the coming
quarters," said Phelps. "Through our workforce reductions and
facilities consolidations, we have brought our cost structures
more in line with expected revenues. We have restructured our
debt which should improve our expected cash position by
deferring certain debt repayment. Additionally, we have recently
announced the market's only truly unified IT asset management
solution, which not only strengthens but reinvents the value
proposition for our asset repository solution. As we move
further into 2003, we will continue to take the necessary steps
to return to profitability and increase value to our
shareholders."

Tangram will host an investor conference call to discuss fourth
quarter and year-end results within the next two weeks. Details
for this call will be provided in a future press release.

Tangram Enterprise Solutions, Inc., is a leading provider of IT
asset management solutions for large and midsize organizations
across all industries, in both domestic and international
markets. Tangram's core business strategy and operating
philosophy center on delivering world-class customer care,
creating a more personal and productive IT asset management
experience through a phased solution implementation, providing
tailored solutions that support evolving customer needs, and
maintaining a leading-edge technical position. Today, Tangram's
solutions manage more than 2 million workstations, servers, and
other related assets. Tangram is a partner company of Safeguard
Scientifics, Inc. -- http://www.safeguard.com-- (NYSE: SFE), a
technology operating company that creates long-term value by
focusing on technology- related asset acquisitions that are
developed through superior operations and management. Safeguard
acquires and develops companies in three areas: software,
business and IT services, and emerging technologies. To learn
more about Tangram, visit http://www.tangram.com


TANGRAM ENT.: Restructures $3-Million Revolver with Safeguard
-------------------------------------------------------------
Tangram Enterprise Solutions, Inc. (OTC Bulletin Board: TESI), a
leading provider of IT asset management software and services,
announced the successful restructuring of the terms of its $3
million unsecured revolving line of credit with Safeguard
Scientifics, Inc. and its $1.2 million unsecured non-interest
bearing Promissory Note to TBBH Investments Europe AG (the
successor in interest to Axial Technology Holding AG).

Under the terms of the new agreement, the company has issued to
Safeguard Delaware, Inc., a wholly owned subsidiary of Safeguard
Scientifics, a new $1.35 million unsecured, variable rate
Revolving Note and a $650,000 unsecured, variable rate Demand
Note. The Revolving Note and the Safeguard Demand Note replace
the previously existing $3 million unsecured revolving line of
credit provided to the company by Safeguard Scientific, of which
$1.3 million was outstanding at the time of replacement.
Concurrently, the company has issued to TBBH a $1.2 million
unsecured variable rate Demand Note in replacement of the
existing $1.2 million unsecured non-interest bearing Promissory
Note, of which $500,000 was due on February 13, 2003. Amounts
outstanding under the Revolving Note will bear interest at an
annual rate equal to the prime rate of pnc Bank, N.A., plus one
percent. The company may from time to time borrow, repay and
reborrow up to $1.35 million outstanding under the Revolving
Note through February 13, 2004, at which time the Revolving Note
may be renewed by Safeguard Delaware at its sole discretion.
Safeguard Delaware is required to notify the company by
November 13, 2003, whether or not Safeguard Delaware will renew
the Revolving Note on February 13, 2004. If Safeguard Delaware
determines not to renew the Revolving Note, the company will be
required to pay all outstanding principal and accrued but unpaid
interest by August 13, 2004. Amounts outstanding under both the
$1.2 million TBBH Demand Note and the $650,000 Safeguard Demand
Note will bear interest at an annual rate equal to the announced
prime rate of pnc Bank, N.A., plus one percent. Interest shall
accrue only on $500,000 of the principal of the TBBH Demand Note
until the first anniversary of the date of the TBBH Demand Note
and thereafter shall accrue interest on the entire outstanding
principal. All outstanding principal and accrued but unpaid
interest on each of the Safeguard Demand Note and the TBBH
Demand Note shall be due and payable six months after the date
of demand by Safeguard and/or TBBH; provided, however, such
demand shall not occur earlier then February 13, 2004. For
additional information on these transactions, please consult
Tangram's Current Report on Form 8-K filing, dated February 13,
2003 and available on the company's Web site
http://www.tangram.comor at the Securities and Exchange
Commission Web site at http://www.sec.gov

In addition to the debt restructuring, Tangram has taken several
major steps to improve its cost position, as discussed in a
simultaneous press release covering 2002 earnings.

Tangram Enterprise Solutions, Inc., is a leading provider of IT
asset management solutions for large and midsize organizations
across all industries, in both domestic and international
markets. Tangram's core business strategy and operating
philosophy center on delivering world-class customer care,
creating a more personal and productive IT asset management
experience through a phased solution implementation, providing
tailored solutions that support evolving customer needs, and
maintaining a leading-edge technical position. Today, Tangram's
solutions manage more than 2 million workstations, servers, and
other related assets. Tangram is a partner company of Safeguard
Scientifics, Inc. -- http://www.safeguard.com-- (NYSE: SFE), a
technology operating company that creates long-term value by
focusing on technology-related asset acquisitions that are
developed through superior operations and management. Safeguard
acquires and develops companies in three areas: software,
business and IT services, and emerging technologies. To learn
more about Tangram, visit http://www.tangram.com


UNITED AIRLINES: Flight Attendants Worried about Increased Cuts
---------------------------------------------------------------
United Airlines flight attendants, represented by the
Association of Flight Attendants, AFL-CIO, confirmed that
airline management has set a new, higher target for annual labor
cost cuts that is overreaching and inequitable.

On Feb. 12, 2003 airline management unleashed an attack on
flight attendants. The company is now demanding $2.56 billion in
annual cuts from its unions versus the previously announced
annual savings target of $2.4 billion.

In addition, management has increased its total target for
annual flight attendant contract cuts by 75 percent over the
allocation provided to the unions in August 2002 ($160 million
increase) -- upping the total flight attendant cuts to $314
million annually. This management proposal places the entire
burden for the increased cuts on the backs of the lowest paid
employees at United, the flight attendants.

If the flight attendants' percentage share of the total labor
cuts package had not changed from the pre-bankruptcy allocation,
the new total would be $179 million.

What the union found particularly troubling is that this new
proposal takes more from its lowest paid workers while reducing
the cuts to highly compensated salary and management employees
by 35 percent.

"AFA is committed to ensuring that United Airlines successfully
reorganizes, but our participation must be fair; the allocation
announced [Thurs]day is not," said AFA United Master Executive
Council President Greg Davidowitch.

United has offered no explanation for its new, inflated numbers
in the allocation of concessions among the various employee
groups.

On top of significantly reducing pay, requiring flight
attendants to pay more out of pocket for health insurance, and
forcing each flight attendant to contribute more of her or his
own pay towards a retirement plan, the concessions management is
seeking would also eliminate the jobs of thousands of flight
attendants at United.

United flight attendants have already accepted a temporary nine
percent cut in wages. In order to assess what United actually
needs going forward, management has to provide AFA with certain
essential information -- a business plan, the total amount of
concessions it seeks from all employees, and AFA's allocation of
that amount.

On Feb. 12, United finally provided AFA with the total
concessions and our allocation. Sixty days into this bankruptcy
United has still not shown AFA a business plan or an explanation
of the necessity and fairness of the proposed cuts. In addition
to the $314 million in annual flight attendant concessions that
management now says are required for reorganization, United
wants to eliminate about 30 percent of the "mainline" flying and
transfer it to a separate lower cost subsidiary.

"What we've been given to date is not a business plan, it is a
marketing presentation, and it's going over like a ton of bricks
with the employees who make up United Airlines," said
Davidowitch. "We are a service industry and we are an industry
of people. Obliterating the front line workers in our company is
bad business.

"AFA has been and will remain prepared to do all that is needed
to aid in the recovery of our airline. We will not, however,
blindly follow a strategy that is neither viable nor necessary.
AFA will prepare and present United with a proposal that
contains the amount of concessions consistent with a business
plan that is a realistic assessment of what it will actually
take for United to reorganize successfully."

More than 50,000 flight attendants, including the 24,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union.


UNITED AIRLINES: Earns Nod to Hire Huron as Workout Consultant
--------------------------------------------------------------
UAL Corp., obtained permission from the Court to employ and
retain Huron Consulting Group as restructuring consultant.

Huron will provide accounting and restructuring consulting
services as deemed appropriate and feasible in order to assist
the Debtors in the course of these Chapter 11 cases, including
but not limited to:

    (a) reviewing financial and other information as necessary to
        maintain an understanding of the Debtors' operations and
        financial position;

    (b) assisting the Debtors in connection with financial
        reporting matters resulting from the bankruptcy and
        restructuring, and any reports required by the Court;

    (c) reviewing cash or other projections and submissions to
        the Court of reports and statements of receipts,
        disbursements and indebtedness;

    (d) assisting the Debtors with formulating a plan of
        reorganization and accompanying disclosure statement;

    (e) consulting with the Debtors' management and counsel in
        connection with other business matters relating to the
        activities of the Debtors;

    (f) assisting the Debtors with the preparation of a
        liquidation analysis;

    (g) providing expert testimony as required;

    (h) assisting the Debtors in preparing communications to
        employees, customers and creditors;

    (i) working with accountants and other financial consultants
        for the banks, committees and other creditor groups;

    (j) assisting in the review of financial information and
        strategic options regarding the operations of foreign
        subsidiaries; and

    (k) providing such other financial and business consulting
        services as required by the Debtors and legal counsel.

Huron may provide additional restructuring consulting services
to the Debtors' estates.  Huron will carry out unique functions
and will coordinate with the Debtors other retained
professionals to avoid unnecessary duplication of services.

Huron has agreed to represent the Debtors at its normal, hourly
billing rates:

         Managing Directors       $450-$550
         Directors                $350-$450
         Managers                 $310-$350
         Associates               $250-$310
         Analysts                 $175

and will expect to be reimbursed for all reasonable out-of-
pocket expenses. (United Airlines Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITED AUSTRALIA: S.D.N.Y. Court Approves Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved United Australia/Pacific, Inc.'s Disclosure Statement,
finding that it contains adequate information for the Debtor's
creditors to decide whether to accept of reject the Debtor's
Plan of Reorganization.

The Confirmation Hearing will be held at 9:45 a.m., prevailing
Eastern Time, on March 18, 2003.  All written objection to the
confirmation of the Plan must be received by:

       (i) the Clerk of the Court
           One Bowling Green
           New York, New York 10004-1408;

      (ii) Latham & Watkins
           Attorneys for the Debtor
           885 Third Avenue
           New York, New York 10022
           Attention: Gregg D. Josephson, Esq.;

     (iii) The United States Trustee for the
           Southern District of New York
           33 Whitehall Street, 21st Floor
           New York, New York 10004
           Attention: Gregory Zipes; Esq.;

      (iv) Paul, Weiss, Rifkind, Wharton & Garrison
           Attorneys for the Official Committee of
           Unsecured Creditors
           1285 Avenue of the Americas
           New York, New York 10019,
           Attention: Jeffrey Saferstein, Esq.; and

       (v) Jenkens & Gilchrist Parker Chapin LLP
           Attorneys for CHAMP SPV Pty Limited
           ACN 103 192 730, 405 Lexington Avenue
           New York, New York 10174
           Attention: Mitchel H. Perkiel;

on or before 4:00 p.m. of March 10, 2003.

United Australia/Pacific, Inc., through an indirect 51.4% owned
subsidiary, is a leading provider of pay television, telephone
and Internet services in Australia and New Zealand. The Company
filed for chapter 11 protection on March 29, 2002 (Bankr.
S.D.N.Y. Case No. 02-11467).  Martin N. Flics, Esq., and Gregg
D. Josephson, Esq., at Latham & Watkins represent the Debtor in
its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $42,705,901 in assets
and $549,803,884 in debts.


UNITED HERITAGE: Seeking New Financing to Continue Operations
-------------------------------------------------------------
United Heritage Corporation has its principal office in
Cleburne, Texas, and operates its business through its wholly
owned subsidiaries, National Heritage Sales Corporation, UHC
Petroleum Corporation, UHC Petroleum Services Corporation, and
UHC New Mexico Corporation.  Its subsidiaries  conduct business
in two segments.  Through National, the Company engages in
operations in the meat industry by supplying meat products to
grocery store chains for retail sale to consumers.  The
Company's other subsidiaries are engaged in activities related
to the oil and gas industry.  Petroleum is the holder of oil and
gas interests in South Texas that produce from the Val Verde
Basin. New Mexico holds properties in the southeastern New
Mexico portion of the Permian Basin.

The Company has incurred substantial losses from operations and
has a working capital deficit.  The  appropriateness of using
the going concern basis is dependent upon the Company's ability
to retain existing financing and to achieve profitable
operations.   These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Management of the Company is currently attempting to raise
equity capital with a private placement of common stock and is
exploring other methods of financing operations including
additional borrowing from a  related party financing company,
potential joint venture partners and selling portions or all of
certain properties and/or subsidiary companies.  The Company is
also reducing overhead in its oil and gas and meat sales
segments and in its corporate headquarters.  The Company expects
that these actions will allow it to continue and eventually
achieve its business plan.

There were no revenues for the Company's meat products for the
current quarter.

Revenues were $110,897 for the nine-month period ended
December 31, 2002. Revenues for the quarter and nine-month
periods for the prior year were $79,230 and $410,649.  Sales
levels have declined from the prior year periods due primarily
to a lower volume of meat sold. Marketing efforts have not been
successful in increasing customer volume or significant new
customers.

In August and September 2002 the Company determined that
$18,518.14 in funds belonging to National had been deposited
into a bank account over which National had no control.  The
funds have been recovered by National. National terminated the
services of Mr. Mark Church, its President, and filed an action
against  Mr. Church for various alleged acts of wrongdoing,
including breach of fiduciary duty.  National is in the  process
of reorganizing its management.

Gross profit from meat products was $14,582 for the nine-month
period ended December 31, 2002, as compared  with $30,402 gross
profit for the same period last year.  The cost of meat products
as a percentage of sales was 87% for the nine months ended
December 31, 2002 as compared to 92% for the nine months ended
December 31, 2001.  This decrease is due primarily to changes in
product mix and procurement methods.

Gross sales of oil and gas were $96,918 and $284,626 for the
quarter and nine-months ended December 31, 2002, respectively.
Revenues from the sale of oil and gas for the prior year periods
were $86,318 and  $432,318, respectively.  Production costs were
$180,607 and $427,743 for the nine months ended December 31,
2002 and 2001, respectively.  Production costs have declined as
compared to the prior year due to a lower unit production of oil
and gas in the current periods.  Sales prices have generally
improved in the current periods.  The lack of operating capital
has affected the Company's ability to increase production during
2002.

At December 31, 2002, the Company had minimal cash.  When
internally generated cash flows are not adequate for maintenance
of the Company's operations, the Company seeks cash advances
from its largest shareholder and Chief Executive Officer, Walter
G. Mize, or from an entity controlled by him or seeks other
sources.  There can be no assurance that such financing will be
obtained.

During the nine-month period ended December 31, 2002, an entity
controlled by Mr. Mize advanced $383,046 to the Company.  The
line of credit is secured by substantially all of the assets of
the Company and the Subsidiaries. At December 31, 2002,
$2,383,619 was advanced under the line of credit. At
February 10, 2002, the outstanding blance was $2,412,369,
leaving $587,631 available. The Company's other line of  credit
remains fully drawn.

The Company is seeking strategic transactions that might involve
a sale or assignment of all or a portion of the Company's
interests in the oil and gas properties of its Subsidiaries.
Management is also considering a disposition of National or its
operations.

The Company's equity capital has shown a decrease of $395,213
since March 31, 2002, the previous fiscal year-end. This
decrease is primarily the result of the net loss for the nine-
month period ended December 31, 2002, offset by net proceeds in
the amount of $72,500 derived from a private placement of the
Company's common stock.

The Company had a working capital deficit of $2,281,307 as of
December 31, 2002, similar to the working capital deficit
reported at March 31, 2002. Current assets decreased $13,971
during the nine-month period ended December 31, 2002, due
primarily to reduced prepaid expenses.  Current liabilities
increased $44,692, primarily due to increased accounts payable.

Total assets of the Company were $31,265,088 as of December 31,
2002, which is substantially unchanged from the total assets of
$31,232,563 reported at March 31, 2002.


U.S. HOME & GARDEN: Dec. 31 Balance Sheet Upside-Down by $4.3MM
---------------------------------------------------------------
U.S. Home & Garden Inc., (Nasdaq: USHG) reported its operating
results for the second quarter of fiscal year 2003 ended
December 31, 2002.

The Company reported second quarter net sales of $12.4 million,
an increase of approximately 5% compared to $11.8 million for
the second quarter of fiscal 2002. The increase in net sales was
the result of an increase in volume of products sold to new and
existing customers, offset, in part, by increased rebates and
discounts given to a significant customer.

Operating loss from continuing operations in the second quarter
of fiscal 2003, decreased by $370,000, or 43.9% to $473,000
compared to $843,000 in the prior comparable period in fiscal
2002. The decrease in operating loss from continuing operations
was primarily due to increased sales volume and decreased
operating expenses. As a percentage of net sales, operating loss
from continuing operations decreased to 3.8% for the second
quarter of fiscal 2003 compared to 7.2% during the comparable
period in fiscal 2001.

Net loss for the second quarter of fiscal 2003 was $6.5 million
compared to a net loss of $3.3 million during the comparable
period in fiscal 2002. The increase in net loss is primarily due
to the Company incurring $3.9 million in refinancing and
transaction costs during the three months ended December 31,
2002. Included in theses refinancing costs are a write-off of
$1.9 million for previously deferred financing costs and
discounts. In the comparable quarter in the prior fiscal year,
the Company incurred a $254,000 write-off of deferred financing
costs.

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

In announcing the Company's results, Robert Kassel, Chairman and
Chief Executive Officer of U.S. Home & Garden, said, "In spite
of the economic uncertainties, our focus on marketplace
execution and cost management resulted in higher revenues and a
lower loss from continuing operations before taxes compared to
the same period last year. Additionally, during the second
quarter, we completed a refinancing of our credit facility,
which we believed was important to both our common and preferred
shareholders and which better enable us to facilitate the
proposed sale of certain of the Company's subsidiaries' assets."

Commenting on the recently proposed transaction providing for
the sale by certain of the Company's subsidiaries' of
substantially all of their assets to a management group, Kassel
added, "We are continuing the process required to complete the
proposed sale transaction and currently anticipate that it will
be completed by late March or early April 2003."

The proposed sale transaction is subject to the approval of the
holders of the Trust Preferred Securities. A proxy statement
seeking such approval has been filed with the SEC as part of a
registration statement that is subject to SEC review and
effectiveness. The proposed sale is subject to a number of
additional conditions including the buyer obtaining the required
financing.

The Company reported net sales of $25.5 million for the six
months ended December 31, 2002 compared to $25.2 million during
the comparable period in 2001. The increase in net sales was the
result of an increase in volume of products sold to new and
existing customers, offset, in part, by increased rebates and
discounts to a significant customer.

Operating loss from continuing operations, increased by $696,000
or 42.8% to $2.3 million during the six months ended December
31, 2002, from $1.6 million during the comparable period in
2001. The increase in operating loss from continuing operations
was primarily due to increased sales rebates and discounts,
outbound freight costs and amortization expenses. As a
percentage of net sales, operating loss from continuing
operations increased to 9.1% for the six months ended
December 31, 2002 from 6.4% during the comparable period in
2001.

Net loss decreased by $4.7 million to $11.3 million during the
six months ended December 31, 2002 from a net loss of $16
million during the comparable period in 2001. The Company
incurred $4.1 million in refinancing and transaction costs
during the six months ended December 31, 2002. Included in the
above is a $1,928,000 write-off of previously deferred financing
costs and discounts. In the comparable period in the prior year,
the Company incurred a $254,000 write-off of deferred financing
costs. The decrease in net loss and net loss per common share is
due primarily to the cumulative effect of a change in accounting
principle recorded in the three months ended September 30, 2001
of $9.8 million offset in part by the refinance and transaction
costs recorded in the three months ended December 31, 2002 of
$4.1 million as noted above.

U.S. Home & Garden Inc., is a leading manufacturer and marketer
of a broad range of consumer lawn and garden products including
weed preventative landscape fabrics, fertilizer spikes,
decorative landscape edging, shade cloth and root feeders which
are sold under various recognized brand names including
Weedblock(R), Jobe's(R), Emerald Edge(R), Shade Fabric(TM)
Ross(R), and Tensar(R). The Company markets its products through
most large national home improvement and mass merchant
retailers. To learn more about U.S. Home & Garden Inc., please
visit its Web site at http://www.ushg.com


US INDUSTRIES: Fitch Assigns B Rating to 11.25% Sr. Sec. Notes
--------------------------------------------------------------
Fitch Ratings has assigned 'B' ratings to U.S. Industries,
Inc.'s 11.25% senior secured notes and its senior secured bank
facilities and upgraded the rating on USI's 7.25% senior secured
notes to 'B' from 'B-' and removed it from Rating Watch
Negative. Fitch Ratings has also assigned an indicative senior
unsecured rating of 'B-' to USI. The Rating Outlook is Stable.
In addition, Fitch's 'D' rating on USI's 7.125% senior secured
notes is withdrawn. From this issue $11.6 million of bonds
remain outstanding. The senior secured notes and senior secured
bank facilities share security in substantially all of USI's
remaining assets. The rating actions affect approximately $580
million of debt.

The 'B' ratings recognize USI's leading brands in its bath and
plumbing segment, the strong operating results of the Rexair
segment and the company's early success at turning around the
Jacuzzi operations. The ratings also consider USI's sensitivity
to changes in levels of consumer spending and construction
activity. The Rating Watch Negative was based on the execution
risk related to the debt restructuring and is removed as USI has
successfully restructured its debt, reducing outstanding
balances and extending the maturities by several years.

USI's asset sale program and other small transactions completed
over the past 14 months, generated significant proceeds which
allowed the company to reduce debt by about $650 million over
the same period. In addition, USI successfully restructured its
debt, extending the maturity on its bank debt by two years to
October 2004 and exchanging its $250 million of notes due in
October 2003 for cash plus notes due in December 2005. As a
result, USI substantially improved its credit measures and is no
longer at risk for imminent default.

USI is focused on strengthening its remaining bath and plumbing
and Rexair businesses by investing in its brands and reducing
overhead costs. USI's largest segment, bath and plumbing,
accounts for about 92% of the company's revenues and includes
well known consumer and professional brands such as Jacuzzi,
Zurn, Eljer, Gatsby and Sundance. This segment has experienced
operating difficulties due to the loss of inventory positions in
the whirlpool bath and spa divisions at the large home
improvement retailers in 2000 and 2001. As a result, from 2000
to 2002 segment revenues declined 19% to $1.06 billion and
operating margin before restructuring charges decreased to 9.2%
from 10.8%. However, this business has shown early signs of
improvement. During the first quarter 2003, segment sales grew
12% over the previous year due to increased distribution in the
spas and UK bath and sinks businesses and operating income
increased 8.5% over the same period.

Fitch anticipates that USI's profitability will improve and
revenues will grow as the company reduces over head costs
through consolidation of manufacturing facilities, increases
distribution and continues to introduce new products. This
coupled with additional debt reduction from cash flow generation
is expected to result in improvements in credit measures in 2003
and 2004. Fitch expects a further restructuring of USI's debt
before October 2004 when USI's bank debt matures.


VELOCITA CORP: Secures Exclusivity Extension Until April 24
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of New
Jersey, Velocita Corp., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until April 24, 2003, the exclusive right to file their
plan of reorganization, and until June 26, 2003, to solicit
acceptances of that Plan.

Velocita Corp., is in the business of building a nationwide
broadband fiber-optic network aimed at serving communications
carriers, internet service providers, data providers, television
and video providers, as well as corporate and government
customers. The Company filed for chapter 11 protection on May
30, 2002 (Bankr. N.J. Case No. 02-35895). Howard S. Greenberg,
Esq., Morris S. Bauer, Esq., at Ravin Greenberg PC and Gary T.
Holtzer, Esq., at Weil, Gotshal & Manges LLP represent the
Debtors in their restructuring efforts. As of March 31, 2002,
the Company listed $482,807,000 in total assets and $827,000,000
in total debts.


VIADOR: Sets Special Shareholders' Meeting for March 17, 2003
-------------------------------------------------------------
A special meeting of the stockholders of Viador Inc., a Delaware
corporation, will be held on March 17, 2003 at 11:00 a.m., local
time, at the Company's headquarters located at 977 Benecia
Avenue, Sunnyvale, California, 94085. At the special meeting,
stockholders will be asked to consider and vote upon a proposal
to adopt the merger agreement among MASBC, Inc., a Delaware
corporation, MASBC Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of MASBC, Inc., and
Viador Inc. If the merger agreement is adopted and the merger is
approved then each outstanding share of Viador common stock
owned at the effective time of the merger will be converted into
the right to receive $0.075 in cash, without interest and less
any applicable withholding taxes.

Viador's Board of Directors has determined that the merger is
advisable and in the best interests of Viador and its
stockholders and that the merger is fair to its unaffiliated
stockholders. Accordingly, the Board has approved the merger
agreement and the merger and recommends that stockholders vote
"For" adoption of the merger agreement and approval of the
merger.  Adoption of the merger agreement and approval of the
merger require the affirmative vote of the holders of a majority
in voting power of all outstanding shares of Viador's common
stock. Accordingly, every stockholder's vote is very important.

All holders of Viador outstanding shares of common stock as of
the close of business on February 12, 2003 will be entitled to
notice of and to vote at the special meeting.

Viador opens doors into the corporate world. Formerly Infospace,
Viador makes software that companies use to create portals for
accessing information from intranets and the Internet, and to
develop information sharing both internally and externally. Its
E-Portal suite features a browser-like interface, monitoring and
security components, and software for integrating enterprise
software from companies such as IBM, Oracle and Microsoft.
Customers include 3Com, Amazon.com, Boeing, Charles Schwab, and
the US Department of Defense. Reeling from the effects of a
slowing economy and a reduction in information technology
spending, in 2001 Viador slashed its workforce by more than one-
third

Viador Inc.'s September 30, 2002 balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $911,000.


WARNACO GROUP: Bank of Nova Scotia Discloses 9.79% Equity Stake
---------------------------------------------------------------
The Bank of Nova Scotia beneficially owns 4,407,211 shares of
the common stock of The Warnaco Group, Inc.  The Bank of Nova
Scotia holds sole powers to vote or direct the voting of, and
sole powers to dispose of, or direct the disposition of, the
entire 4,407,211 shares.  The amount held represents 9.79% of
the outstanding common stock of the The Warnaco Group.

The Warnaco Group is a manufacturer of intimate apparel,
menswear, jeanswear, swimwear, men's and women's sportswear,
better dresses, fragrances and accessories. The Company emerged
from its bankruptcy proceeding effective February 4, 2003.


WISER OIL: Will Host Q4 Earnings Conference Call on Thursday
------------------------------------------------------------
The Wiser Oil Company (NYSE:WZR) will hold a conference call to
discuss the Company's fourth quarter 2002 results on Thursday,
Feb. 20, 2003 at 10:00 a.m. Central Standard Time (11:00 a.m.
Eastern Standard Time). The fourth quarter 2002 results will be
announced on Wednesday, Feb. 19, 2003.

To participate in the conference call, dial 1-800-580-9478,
passcode: 6821674 or host: Mr. Hickox, call title: Fourth
Quarter 2002 Results, 5 to 10 minutes prior to scheduled start
time. If you are unable to participate, a replay of the call
will be available one hour after the conference has concluded on
Thursday, Feb. 20, 2003 through Friday, March 7, 2003 by dialing
1-888-843-8996, passcode: 6821674.

The call will be simultaneously broadcast live over the Internet
at http://www.vcall.com A replay of the webcast will be
available on vcall through Friday, March 14, 2003.

Dallas-based Wiser Oil Company (NYSE:WZR), whose September 30,
2002 balance sheet shows a working capital deficit of about $11
million, is an independent oil and gas exploration and
production company with reserves and production along the Texas
Gulf Coast, the Gulf of Mexico, the Permian Basin of West Texas
and New Mexico, and Alberta, Canada. The Company's total proved
reserves at December 31, 2001 were 212.4 billion cubic feet
equivalent, with natural gas comprising 46% of total reserves.
Wiser's proved reserves at December 31, 2001 were 81% developed,
with approximately 63% located in the United States and 37%
located in Canada.


WORLDPORT: W.C.I. Terminated Tender Offer for Outstanding Shares
----------------------------------------------------------------
W.C.I. Acquisition Corp., has terminated its offer to purchase
any and all of the outstanding shares of common stock of
WorldPort Communications, Inc., at a price of $0.50 per share.
W.C.I. terminated its offer pursuant to the conditions of the
offer which, among other things, provided that W.C.I. would not
purchase shares tendered in the offer if less than a majority of
the outstanding shares, excluding shares owned by W.C.I. and its
stockholders, were validly tendered and not withdrawn. This
condition was not satisfied as of February 14, 2003. All
tendered shares not accepted by W.C.I. for payment will promptly
be returned by W.C.I.'s depositary to the tendering
stockholders.

Questions and requests for assistance with respect to the offer
to purchase for the WorldPort shares may be directed to the
Information Agent for the transaction, Georgeson Shareholder
Services, at (212) 440-9800 (for banks and brokers), or, for all
others, toll free at (866) 328-5441.

                           *   *   *

As reported in Troubled Company Reporter's November 14, 2002
edition, Worldport Communications said it was " operating with a
minimal headquarters staff while we complete the activities
related to exiting our prior businesses and determine how to use
our cash resources. We will have broad discretion in determining
how and when to use these cash resources. Alternatives being
considered include potential acquisitions, a recapitalization
which might provide liquidity to some or all shareholders, and a
full or partial liquidation. Upon any liquidation, dissolution
or winding up of the Company, the holders of our outstanding
preferred stock would be entitled to receive approximately $68
million prior to any distribution to the holders of our common
stock."


* Sheppard Mullin Opens Office in Washington, D.C. on Feb. 15
-------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP is opening a Washington
D.C. office, effective February 15, 2003. The office is the
Firm's first outside California, and will be led by Edward F.
Schiff, a highly respected transactional attorney specializing
in corporate and complex real estate matters, and Robert L.
Magielnicki, a veteran antitrust and trade regulation counselor
and business lawyer. The Washington, D.C. office will offer
Sheppard Mullin's clients nationwide assistance in many
regulatory areas, including antitrust and trade regulation,
government contracts, aviation, environmental and land use, and
health care.

"This is a milestone event for Sheppard Mullin. It is fitting
that during the Firm's 76th year, we open an office in our
nation's capital," said Guy Halgren, Chairman of the Firm's
Executive Committee. "The addition of Ed and Bob and the opening
of an East Coast office will help us provide the best service
possible to our clients and give us a strong base of operations
for handling matters of federal and national significance."

Commented Schiff, "Washington is the focal point for national
regulatory matters, and our proximity to federal agencies will
allow us to better serve the current and growing needs of
clients." He added, "Our national and international clients will
now have access to a full complement of legal services in
virtually all legal and regulatory areas."

Joining Schiff and Magielnicki in the new Sheppard Mullin office
are tax expert Ronald A. Feuerstein, commercial litigator Roy
Goldberg and corporate lawyer Thomas Ball. The Firm expects to
announce the addition of more lawyers very soon.

Mr. Schiff has extensive experience in assisting public and
privately held companies structure and manage complex real
estate, financial and corporate transactions; advising
entrepreneurs and investors on raising and investing public and
private capital; and developing creative and effective financing
techniques. He handles acquisitions and divestitures, equity and
debt restructurings, leveraged buy-outs, joint ventures and
strategic partnerships for clients ranging from emerging
businesses and commercial banks, to venture capital firms and
institutional lenders. Mr. Schiff has represented offshore
corporations in connection with United States tax treatment of
domestic and foreign generated revenues; lenders in connection
with secured and unsecured credit facilities; syndications in
the placement of financing for the acquisition of performing and
non-performing loan portfolios; European-based lenders in
connection with financing the acquisition and development of
hotels, conference centers, and recreational facilities;
institutional lenders involving the restructuring of debt for
income-producing properties; and tenants and landlords in the
negotiation of leases for industrial, commercial and retail
space.

Mr. Schiff received his B.A. from Pennsylvania State University
in 1966 and his J.D., magna cum laude, from Washington & Lee
University School of Law in 1969, where he served as Editor-in-
Chief of the Law Review and was elected to the Order of the
Coif. He served as a law clerk to the Honorable John Minor
Wisdom, United States Court of Appeals for the Fifth Circuit. He
is admitted to practice in Virginia, Maryland and the District
of Columbia. Mr. Schiff is a member of the American Bar
Association and of several professional and charitable
associations, including the Hebrew Home of Greater Washington,
D.C., Board of Directors; and the Club at Franklin Square, Board
of Governors. Mr. Schiff has served on the Boards of Directors
of several local and regional financial institutions.

Mr. Magielnicki has a multi-disciplinary practice with emphases
on antitrust, domestic and international business transactions,
and complex civil and criminal litigation. He has extensive
experience in antitrust and trade regulation, both domestically
and internationally, and served as division general counsel at
General Electric. Mr. Magielnicki has provided antitrust
counseling on a broad spectrum of business matters, including
mergers and acquisitions, joint ventures, licensing,
distribution systems, trade association activities, standards
development issues and more. He has represented clients before
the Antitrust Division of the Department of Justice and the FTC.
Internationally, Mr. Magielnicki has represented clients in
investigations by the Competition Directorate of the European
Union, as well as national competition authorities of several
European and South American nations and the Japan Fair Trade
Commission. His litigation experience includes representing
corporations and individuals in both civil and criminal
investigations and litigation, including class actions. Mr.
Magielnicki's business representations include the sale of a
consumer products subsidiary of an international company and the
formation of an international joint venture between a Fortune
100 client and a Mexican company. He represents an array of
clients engaged in manufacturing, telecommunications, computers,
healthcare and environmental services.

Mr. Magielnicki received his A.B., with honors (Phi Beta Kappa),
from Rutgers University in 1967 and his J.D. from Cornell Law
School, with distinction, in 1970, where he served as Editor of
the Cornell Law Review. He was elected to the Order of the Coif.
Mr. Magielnicki is admitted to practice in New York and the
District of Columbia.

Tax practitioner Ronald Feuerstein has an LL.M. in taxation from
New York University and a J.D. from the American University
Washington College of Law (1973). He has worked at the United
States Tax Court, and focuses his practice on tax controversy
work before the IRS and state tax agencies. He also assists
clients with tax planning, tax structuring of transactional
matters, and sophisticated estate planning, international and
employee benefit matters.

Roy Goldberg, a 1987 graduate of the University of Colorado Law
School, concentrates his practice in commercial and regulatory
litigation before federal and state courts and arbitration
panels. He has successfully represented clients in challenges to
federal agency rulemakings, and has handled numerous bid
protests and other government contract matters.

Thomas Ball, a 1997 graduate of Columbus School of Law of
Catholic University, has a broad corporate practice, including
mergers and acquisitions, licensing, formation, and stock/debt
issuance.

Sheppard Mullin has more than 340 attorneys among its eight
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, Del Mar Heights, and
Washington, D.C. The full-service firm provides counsel in
Antitrust & Trade Regulation; White Collar and Civil Fraud
Defense; Business Litigation; Construction, Environmental, Real
Estate & Land Use Litigation; Corporate; Entertainment, Media &
Communications; Finance & Bankruptcy; Financial Institutions;
Government Contracts & Regulated Industries; Healthcare;
Intellectual Property; Labor & Employment; Real Estate, Land
Use, Natural Resources & Environment; and Tax, Employee
Benefits, Trusts & Estates. The Firm celebrated its 75th
anniversary in 2002.


* Weil, Gotshal & Manges LLP Opens Office in Austin, Texas
----------------------------------------------------------
Weil, Gotshal & Manges LLP, one of the world's leading law
firms, announced the opening of its Austin, Texas office.
Partner Gregory S. Coleman, formerly the Solicitor General for
the State of Texas and currently national head of the firm's
Supreme Court and Appellate Litigation Practice Group, will lead
the Austin office.

Coleman and four additional attorneys will be resident in
Austin, effective immediately. Previously, the team was resident
in the firm's Houston office. Scott D. Lassetter, managing
partner of the firm's Houston office, will also serve as
managing partner for the Austin office.

"We are delighted to announce the opening of our Austin office,
which will be home to the extraordinary team of lawyers led by
Greg Coleman," said Stephen J. Dannhauser, chairman of Weil,
Gotshal & Manges. "As we continue to expand our national
appellate practice, we felt it made great sense to establish our
newest office in the state capital of Texas, as this location
will complement our offices in other major appellate court
locations nationwide."

"As we begin our 18th year in Texas, it is exciting to open our
Austin office, an integrated part of a great law firm that
operates with consistently high standards in each location,"
commented Glenn D. West, managing partner of the firm's Dallas
office and a member of the firm's Management Committee. "We now
offer more than 100 attorneys in our three Texas offices --
Austin, Dallas and Houston -- who play a vital part in Weil
Gotshal's vision of bringing the best quality legal services to
the Southwest and the nation, hiring the very best lawyers and
doing only the very best work. Our Austin office also
strengthens our high stakes litigation practice, one of the key
components of our firm's three-pronged focus on
litigation/arbitration, private equity/mergers and acquisitions,
and corporate restructuring."

Coleman began his legal career as an associate in Weil Gotshal's
Houston office, before joining the Texas Attorney General's
office, where, at age 34, he was appointed Texas' Solicitor
General. As Solicitor General, he was lead appellate counsel for
the State in numerous high profile cases, including the Ruiz
prison conditions case, the Hopwood affirmative action case, the
tobacco litigation attorneys' fees cases and many cases
challenging the State's sovereign and Eleventh Amendment
immunity. In September 2001, Coleman rejoined the firm as a
partner.

"Austin is a great city and an ideal location to allow us to be
centralized in Texas as well as to serve the needs of our
clients nationally," said Coleman. "I am delighted to be opening
this new office for Weil Gotshal, and look forward to working
with my colleagues in Dallas, Houston and worldwide in offering
our firm's unmatched legal resources to all of our clients."

The new Austin office -- the firm's third in Texas and 16th
internationally -- is located at 8911 Capital of Texas Highway,
Suite 4140 in northwest Austin. The four associates working with
Coleman in Austin are John Greenman, Meredith Parenti, Jennifer
Smith and Christian Ward, who are also members of the Supreme
Court and Appellate Litigation Practice Group.

Coleman received his J.D. with high honors from the University
of Texas School of Law, where he was managing editor of the law
review and a member of the Chancellors honor society. He clerked
for Edith Hollan Jones of the U.S. Court of Appeals for the
Fifth Circuit and for Clarence Thomas on the U.S. Supreme Court.
He has also taught as an adjunct professor at the South Texas
College of Law and is presently an adjunct professor at the
University of Texas School of Law, where he teaches a seminar on
U.S. Supreme Court advocacy.

Coleman has represented clients before the United States Supreme
Court, the United States Courts of Appeals for the Fourth,
Fifth, and Federal Circuits, the Texas Supreme Court, and the
Texas courts of appeals. He has argued three cases to the United
States Supreme Court, all successfully. He has made more
appearances in recent years before the Texas Supreme Court than
any other advocate and has established an unprecedented record
of success in that court.

Weil, Gotshal & Manges is a leader in appellate litigation
matters. The firm's national appellate practice teams can
respond to any situation, including large record-intensive
appeals, accelerated appeals and emergency mandamus proceedings.
The firm's appellate expertise extends to a broad array of
substantive areas, including product liability,
telecommunications, securities, copyright and trademark, patent,
tax, professional malpractice, bankruptcy, complex business
torts, insurance, antitrust, civil rights and constitutional
law. Weil Gotshal appellate lawyers have prosecuted and defended
appeals in the United States Supreme Court, in every Federal
circuit court and in the intermediate appellate and supreme
courts of numerous states.

Weil, Gotshal & Manges LLP is an international law firm of more
than 1000 attorneys, including more than 275 partners. Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Paris, Prague, Silicon Valley, Singapore, Warsaw and
Washington, D.C.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                 Total
                                 Shareholders  Total     Working
                                 Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Actuant Corp            ATU         (44)         295       18
Advisory Board          ABCO        (16)          48      (20)
Alaris Medical          AMI         (47)         573      129
Alliance Resource       ARLP        (46)         288      (16)
Amazon.com              AMZN     (1,355)       1,990      549
Amylin Pharm Inc.       AMLN         (3)          63       47
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127       17
Avon Products           AVP         (46)       3,193      428
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caremark Rx, Inc.       CMX        (772)         874      (31)
Choice Hotels           CHH         (64)         321      (28)
Dun & Bradstreet        DNB         (20)       1,431      (82)
Echostar Comm           DISH       (778)       6,520    2,024
Expressjet Holdings     XJT        (214)         430       52
Gamestop Corp.          GME          (4)         607       31
Gartner Inc             IT           (5)         824       18
Hollywood Casino        HWD         (92)         553       89
Hollywood Entertainment HLYW       (113)         718     (271)
Imclone Systems         IMCL         (5)         474      295
Inveresk Research Group IRGI         (7)         302     (115)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Medical Staffing        MRN         (33)         162       55
Mega Blocks Inc.        MB          (37)         106       56
Moody's Corp.           MCO        (304)         505       12
Petco Animal            PETC        (86)         473       68
Playtex Products        PYX         (44)       1,105      108
Proquest Co.            PQE         (45)         628     (140)
RH Donnelley            RHD        (111)         296        0
Saul Centers Inc.       BFS         (24)         346      N.A.
Sepracor Inc.           SEPR       (392)         727      430
United Defense I        UDI        (166)         912      (55)
UST Inc.                UST         (47)       2,765      828
Valassis Comm.          VCI         (66)         363       10
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***