TCR_Public/030219.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 19, 2003, Vol. 7, No. 35    

                          Headlines

439288 B.C.: B.C. Regulatory Panel Finds 2 Directors Fraudulent
AIRGATE PCS: Hosting Q1 2003 Earnings Conference Call Today
AIRTRAN AIRWAYS: Says "Go" and Launches New Advertising Campaign
AMC ENTERTAINMENT: Wellington Mgt. Discloses 9.57% Equity Stake
AMERICAN COMMERCIAL: Signs-Up Gavin Anderson as PR Consultants

ANC RENTAL: Wants Consolidation Program Legal Bills Kept Secret
ANCHOR LAMINA: S&P Withdraws Low-B Ratings at Company's Request
ANNUITY & LIFE: Will Publish Year-End 2002 Results on March 5
BATTERY TECHNOLOGIES: Completes Sale of Swedish Inventory
BAY VIEW CAPITAL: Sets Annual Shareholders' Meeting for April 24

BEA CBO: Fitch Downgrades Three Series 1998-1 Classes to B-/CC
BEAR STEARNS: Fitch Drops Ratings on Classes B5 & B4 to C/BB
BION ENV'L: Strikes Certain Terms Under Jan. Subscription Pact
BROCADE COMMS: S&P Rates Corporate Credit & Sub. Debt at B+/B-
BUDGET GROUP: Dimensional Fund Dumps Equity Stake

BURLINGTON: Committee Hires Sheffield Merchant as Fin'l Advisors
CANNONDALE CORP: Hires Stan Springel of Alvarez & Marsal as CRO
CANWEST GLOBAL: Completes Sale of Southern Ontario Newspapers
CELLPOINT INC: Closes Initial Round of Operational Financing
COMBUSTION ENGINEERING: Files ABB-Backed Asbestos Prepack

COMBUSTION ENGINEERING: Case Summary & 20 Largest Creditors
CONSECO FINANCE: Becker Picked as Counsel to Creditors Committee
CONSECO FINANCE: Committee Brings-In Huron Consulting as Advisor
CONSECO INC: Earns OK to Hire Kirkland & Ellis as Lead Counsel
CONTINENTAL AIRLINES: Vanguard Windsor Holds 7.78% Equity Stake

COPYTELE INC: Cash Insufficient to Meet Liquidity Requirements
CORRECTIONS CORP: Completes Exchange Offer for 9-7/8% Sr. Notes
DELTRONIC CRYSTAL: Taps Nowell Amoroso to Render Legal Services
DESA HOLDINGS: Hires Peter Rackov to Administer Remaining Assets
DEXTERITY SURGICAL: Selling Protractor Line to Davol for $7 Mil.

DIVINE INC: Exploring Chapter 11 & Other Strategic Options
ECHOSTAR COMMS: Will Publish Fourth Quarter Results on March 4
E.DIGITAL: Company's Ability to Continue Operations Uncertain
ENCOMPASS SERVICES: Court OKs Apex Partners for Financial Advice
ENRON CORP: Seeks Fifth Extension of Removal Period Until June 2

EPICOR: Revised 2002 Results to Reflect Settlement Charge
FEDERAL-MOGUL: Plugs into Own Resources to Boost Champion Brand
GENEVA STEEL: LaMacchia & Fried Resign from Board of Directors
GLOBAL CROSSING: Settles Claims Dispute with Goldin Associates
GLOBALSTAR: Lender Group Agree to Provide $10MM DIP Financing

GREAT LAKES AVIATION: January Revenue Passenger Miles Up 7.7%
HUMAN GENOME: Full-Year 2002 Net Loss Jumps to $220 Million
IMPERIAL SUGAR: Metropolitan Life Discloses 5.2% Equity Stake
INTEGRATED HEALTH: Rotech Secures More Time to Challenge Claims
IT GROUP: River Park Sues Debtors for Breach of Services Pact

KAISER: Futures Representative Gets Nod to ARPC as Consultants
KENTUCKY ELECTRIC: Names William J. Jessie as President and COO
KEY3MEDIA: UST Appoints 5-Member Unsecured Creditors' Committee
KMART CORP: Walks Away from Wallace Computer Service Agreement
LERNOUT & HAUSPIE: Court Clears Smith Katzenstein's Engagement

LTV CORP: Proposes Uniform Procedures for Preference Litigation
LYONDELL CHEMICAL: Commences MTBE Marketing through ChemConnect
MANITOWOC COMPANY: Sells Femco to Management-Led Investors Group
MAXXIM MEDICAL: Secures Okay to Obtain $20 Million DIP Facility
METROCALL INC: Unit Wins Contract to Support City of Laredo, TX

METROMEDIA: Taps Steven Panagos as Chief Restructuring Officer
NATIONAL STEEL: Court OKs Payment of $15MM AK Steel Break-Up Fee
NATIONSRENT INC: Plans to Mail Solicitation Packages by Tomorrow
ON SEMICONDUCTOR: Planned Sr. Notes Sale Prompts S&P's BB Rating
ORMET CORP: S&P Withdraws CCC Credit Rating at Company's Request

OWENS CORNING: Asks Court to OK Fibreboard Insurers' Settlement
PACIFIC AEROSPACE: Completes 1-for-200 Reverse Stock Split
PALLET MANAGEMENT: Files for Chapter 11 Protection in Florida
PRIMUS TELECOMMS: K. Paul Singh Discloses 6.19% Equity Stake
RAND MCNALLY: Look for Schedules & Statements by May 12, 2003

RELIANCE GROUP: Asks Court to Further Extend Exclusive Periods
RESOURCE AMERICA: S&P Places B Ratings on CreditWatch Negative
REVLON CONSUMER: S&P Junks Corporate Credit Rating
ROHN INDUSTRIES: Appoints John W. Castle Chief Financial Officer
ROWECOM: Wants Okay to Maintain Bank Accounts and Business Forms

SAMSONITE: Ares Corporate Proposes a Recapitalization Plan
STARBAND: Wants to Keep Plan Filing Exclusivity through April 26
TANGER FACTORY: Will Publish Q4 & Year-End Results on Tuesday
TCENET INC: Continues Review of Various Strategic Alternatives
TELEGLOBE INC: Deploys Spatial Portico in Commercial Service

TESORO PETROLEUM: Annual Shareholders' Meeting Slated for May 1
UBIQUITEL INC: Unit to Complete Private Offer of New 14% Notes
UNITED AIRLINES: Wants More Time to Make Lease-Related Decisions
UNITED DEFENSE: Neuberger Berman Discloses 6.6% Equity Stake
VALHI INC: 4th Quarter 2002 Financial Results Show Improvement

VOLUME SERVICES: S&P Puts Low-B Ratings on Watch Developing
WEIRTON STEEL: Board Members Vote to Reduce Service Fees by 20%
WELLMAN: S&P Revises Outlook to Stable after Equity Investment
WORLDCOM INC: BofA Obtains Stay Relief to Foreclose Collateral

* Meetings, Conferences and Seminars

                          *********

439288 B.C.: B.C. Regulatory Panel Finds 2 Directors Fraudulent
---------------------------------------------------------------
The B.C. Securities Commission has ruled that the two directors
of a Burns Lake company defrauded investors when they failed to
disclose the company's true state of affairs in selling the
securities and wrongly used new investors' money to pay off
existing investors.

Carl Glenn Anderson and Douglas Victor Montaldi were the
directors and sole shareholders of 439288 B.C. Ltd., a company
that made loans to individuals and small businesses primarily in
the Burns Lake area. The company raised the capital necessary
for its lending activities by selling promissory notes to
investors.

In a decision released Monday, the panel found that Anderson and
Montaldi also made a misrepresentation by not telling new
investors that their money may be used to pay interest and
capital due to existing investors.

The panel concluded that the pair perpetrated a fraud on
investors when they did not disclose the true risks of investing
in the company and used investors' funds for purposes outside of
the company's business plan.

"Investors were told essentially nothing about the state of (the
company's) affairs," said the panel in its decision.

The true state of the company was that:

     - Its liabilities exceeded its assets, it was unprofitable,
       and it was incurring losses on a cash basis

     - It was making loans in significant amounts to Anderson
       and Montaldi and related parties, most of these loans
       were not generating cash returns, and in fact substantial
       amounts of interest were being forgiven. (Included in the
       interest forgiven was over $1.7-million of interest
       payments on loans due from Anderson and Montaldi.)

     - It was investing in other assets that did not generate
       cash returns (in fact the cash flow from these assets was
       negative). The assets included items that had no apparent
       relevance to the company's business purpose, such as
       coins, silver and gold bullion, artwork and a racehorse.
       (Illiquid assets are those considered difficult to sell
       quickly.)

     - Its loan portfolio contained a large number of non-
       performing loans and no adequate system in place to track
       the portfolio's performance.

The panel found that the pair made loans to themselves and
related parties that generally did not produce significant
payments of principal and interest. On some of these loans the
interest was forgiven. They also purchased illiquid assets that
produced no cashflow and did not serve the primary business of
the company - to lend money to borrowers at a higher rate of
interest than that paid to investors.

Anderson and Montaldi admitted that in issuing promissory notes
to investors they traded and distributed securities without
being registered, contrary to the Securities Act.

The panel concluded that in breaching the Act, Anderson and
Montaldi acted contrary to the public interest.

The BCSC temporary order remains in effect. A hearing for the
appropriate sanctions has been set for Feb. 26.

The B.C. Securities Commission is the independent provincial
government agency responsible for regulating trading in
securities and exchange contracts within the province. Copies of
the decision can be viewed in the documents database of the
commission's Web site http://www.bcsc.bc.ca

                        Backgrounder

In October 2002, BCSC staff issued a temporary order for
Anderson and Montaldi to resign any positions that they hold as
directors or officers of any company. Under the temporary order,
they are also prohibited from becoming or acting as directors or
officers of any company or engaging in any investor relations
activities.

On April 30, 2002, the Financial Institutions Commission, a
government agency that regulates provincially-chartered
financial institutions, obtained a financial freeze order and
issued a cease-and-desist order against the numbered company
which effectively banned any further conduct of the company's
business.

FICOM subsequently investigated allegations that the company
operated as an unregulated deposit-taking institution and owed
$41-million to creditors. PricewaterhouseCoopers Inc., was
appointed trustee after the company acknowledged on May 9, 2002
that it was insolvent.

The FICOM freeze order was lifted upon the appointment of the
trustee. Since then, creditors (who consist primarily of the
company's investors) have accepted a company proposal to
reorganize its operations into two units including the numbered
company.


AIRGATE PCS: Hosting Q1 2003 Earnings Conference Call Today
-----------------------------------------------------------
AirGate PCS, Inc. (NASDAQ/NM: PCSA), a PCS Affiliate of Sprint,
announced that its first quarter fiscal 2003 conference call is
scheduled to begin at 10:00 a.m. Eastern time on Wednesday,
February 19, 2003.

The live broadcast of AirGate PCS' quarterly conference call
will be available on-line at http://www.airgatepcsa.comand  
http://www.companyboardroom.com The on-line replay will follow  
shortly after the call and continue through March 19, 2003. To
listen to the live call, please go to the Web site at least 15
minutes early to register, download, and install any necessary
audio software.

During this call AirGate PCS will review the Company's financial
and operating results for the first quarter ended December 31,
2002.

AirGate PCS, Inc., including its unrestricted subsidiary iPCS,
is the PCS Affiliate of Sprint with the exclusive right to sell
wireless mobility communications network products and services
under the Sprint brand in territories within seven states
located in the Southeastern and Midwestern United States. The
territories include over 14.5 million residents in key markets
such as Grand Rapids, Michigan; Charleston, Columbia, and
Greenville-Spartanburg, South Carolina; Augusta and Savannah,
Georgia; Champaign-Urbana and Springfield, Illinois; and the
Quad Cities areas of Illinois and Iowa. AirGate PCS is among the
largest PCS Affiliates of Sprint.

As reported in Troubled Company Reporter's February 6, 2003
edition, Standard & Poor's affirmed its 'CCC-' corporate credit
rating on Atlanta, Georgia-based wireless carrier Airgate PCS
Inc.  Simultaneously, Standard & Poor's removed the rating from
CreditWatch, where it had been placed with negative implications
after the company defaulted on its bank loan and indenture for
senior subordinated discount notes by not filing its annual
report on Form 10-K on Dec. 31, 2002.

The CreditWatch removal is due to the company curing its default
under both the bank credit agreement and bond indenture by
filing its annual report in January 2003.

The outlook is negative. The 'CC' corporate credit rating on
Airgate's wholly owned subsidiary iPCS Inc., remains on
CreditWatch with negative implications. Excluding iPCS, Airgate
had total debt of about $364 million as of Sept. 30, 2002.

"Airgate has weak liquidity and is at risk of violating two bank
covenants in the near term. In the absence of substantial and
urgent improvements in operating and cash flow metrics, the
company faces significantly increased potential of undertaking a
financial restructuring. Maintenance of current ratings depends
on the company showing these improvements," said Standard &
Poor's credit analyst Michael Tsao.

Airgate Pcs Inc.'s 13.500% bonds due 2009 (PCSA09USR1) are
trading at about 6 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PCSA09USR1
for real-time bond pricing.


AIRTRAN AIRWAYS: Says "Go" and Launches New Advertising Campaign
----------------------------------------------------------------
As AirTran Airways, a subsidiary of AirTran Holdings, Inc.,
(NYSE:AAI) continues to soar, the company is launching a new
advertising campaign to illustrate how the low-fare carrier
breaks down consumers' travel barriers. Entitled Go. There's
nothing stopping you., the campaign challenges flyers to take
charge of their travel plans, whether they are hopping a plane
to solve a client problem or for a spur of the moment getaway.

The GO campaign includes television, radio, magazine, newspaper,
outdoor and digital components. Developed by the airline's
agency of record, Cramer-Krasselt of Chicago, the campaign
launches February 17, 2003, and runs through the end of the
year. Total media expenditures for the campaign are
approximately $23 million.

"Now more than ever consumers are looking for hassle-free,
affordable travel options," said Tad Hutcheson, director of
marketing, AirTran Airways. "The GO campaign creatively shows
AirTran Airways gives consumers what they want - from low fares
to new planes, an affordable Business Class and frequent flights
to major cities. We are very pleased with the new campaign and
the brand positioning work."

The GO campaign uses comic situations to dramatize how AirTran
Airways makes it possible to get where you need to be when you
need to be there. In "Fired", an employee answers the phone in
his cubicle to discover that the boss is phoning in his pink
slip. "You're firing me over the phone?" he asks incredulously.
"Where are you?" "At the convention in New York," replies the
boss. Cut to a montage of the disgruntled former employee
cabbing to the airport, grabbing an AirTran Airways flight and
bursting into the convention to express his emotions with a
broad physical sight gag. In "Shipping", an executive convenes a
meeting in a board room. Participants, clad in proper business
suits but with packing peanuts stuck in their hair, clamor out
of packing crates. One poor attendee never makes it to the
meeting as the camera cuts to a shot with his packing crate
sliding off the back of a delivery truck. "Is the cost of
getting there getting in the way of business?" asks the
voiceover. The print execution portrays the same positioning,
with humorous depictions of how the high cost of travel can
compromise other aspects of the consumer's life.


Cramer-Krasselt creates award-winning integrated marketing
programs that are recognized for achieving extraordinary
business results. With billings exceeding $500 million, Cramer-
Krasselt is the fourth-largest independent agency in the United
States, with offices in Chicago, Milwaukee, Phoenix and Orlando,
Fla. For more information, visit Cramer-Krasselt at
http://www.c-k.com

AirTran Airways is America's second-largest low-fare airline -
employing 5,000 professional Crew Members and serving 422
flights a day to 41 destinations. The airline never requires a
roundtrip purchase or Saturday night stay, and offers an
affordable Business Class, assigned seating, easy online booking
and check-in, the A-Plus Rewards frequent flier program, and the
A2B corporate travel program. AirTran Airways also is a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), and the
world's largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. For more
information visit http://www.airtran.com  

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

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


AMC ENTERTAINMENT: Wellington Mgt. Discloses 9.57% Equity Stake
---------------------------------------------------------------
Wellington Management Co., LLP, beneficially owns 3,120,870
shares of the common stock of AMC Entertainment, Inc.,
representing 9.57% of the outstanding common stock of the
Company.  Wellington holds shared voting power over 1,724,770
shares and shared dispositive power over the entire 3,120,870
shares held.  

The securities reported by WMC, in its capacity as investment
adviser, are owned of record by clients of WMC. Those clients
have the right to receive, or the power to direct the receipt
of, dividends from, or the proceeds from the sale of, such
securities. No such client is known to have such right or power
with respect to more than five percent of this class of
securities.

AMC Entertainment Inc., is a leader in the theatrical exhibition
industry. Through its circuit of AMC Theatres, the Company
operates 240 theatres with 3,532 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain, Sweden and
the United Kingdom. Its Common Stock trades on the American
Stock Exchange under the symbol AEN. The Company, headquartered
in Kansas City, Mo., has a Web site at
http://www.amctheatres.com

                           *   *   *

As previously reported, Standard & Poor's raised its corporate
credit rating on AMC Entertainment Inc., to single-'B' from
single-'B'-minus based on positive financial policy developments
at the company.

At the same time, Standard & Poor's raised its subordinated debt
ratings on AMC to triple-'C'-plus from triple-'C' and removed
all of the ratings from CreditWatch. The current outlook is
positive.

AMC Entertainment Inc.'s 9.875% bonds due 2012 (AEN12USR1) are
trading at about 96 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AEN12USR1for
real-time bond pricing.


AMERICAN COMMERCIAL: Signs-Up Gavin Anderson as PR Consultants
--------------------------------------------------------------
American Commercial Lines, LLC and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of Indiana to employ Gavin Anderson & Company as their
Corporate Communications Consultants.

Prior to the Petition Date, the Debtors employed Gavin Anderson
as their corporate communications consultants.  The Debtors want
to continue that engagement and allow Gavin Anderson to provide
public relations services in their chapter 11 cases, nunc pro
tunc to the Petition Date.  

The Debtors relate that Gavin Anderson has been providing public
relations services to the Debtors since November 28, 2001.  
Since that time, Gavin Anderson has performed a number of
services to Debtors, including developing the Debtors'
communications strategy to the press, its customers, employees
and suppliers and working with the Debtors' executives,
including several meetings with the executive team in order to
develop the communications strategy. As a result, Gavin Anderson
is extremely familiar with the Debtors' businesses and has the
necessary background to assist the Debtors in communicating
effectively with the public and its employees, professionals and
creditors.

The Debtors will pay Gavin Anderson for services provided
pursuant to the standard hourly rates charged by the persons
performing the work:

          President                   $450 per hour
          Chief Financial Officer     $350 per hour
          Managing Director           $350 per hour
          Director                    $325 per hour
          Associate Director          $250 per hour
          Senior Executive            $150 per hour
          Executive                   $150 per hour
          Administrative Assistant    $ 60 per hour


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: Wants Consolidation Program Legal Bills Kept Secret
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to file under seal all exhibits to the interim
fee statements and interim fee applications of Williams &
Connolly LLP, who acts as their special consolidation litigation
counsel.

ANC's Consolidation Program -- operating both the Alamo and
National tradenames under one roof, with one set of airport
counters and one set of airport busses -- has drawn heavy fire
from ANC's competitors, including Avis and Hertz.  So far, in
litigation up to the Third Circuit, ANC's prevailed, and ANC
continues to consolidate operations one airport at a time.  

Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that pursuant to the Administrative
Procedures Order, Williams has filed timely Interim Statements
and Interim Applications.  However, due to operation of Section
107(a) of the Bankruptcy Code and in light of the services being
performed by Williams, the filed Exhibits have been and are
being redacted to protect from disclosure of the Debtors'
reorganization strategy to competitors.  The redacted exhibits
include the consolidation of its operations at airports
throughout the United States that contain confidential research,
development or commercial information, which may severely
jeopardize the Debtors' reorganization efforts.

Mr. Battista reports that through an agreement with the Office
of the United States Trustee, the Debtors have been providing
unredacted copies of the Exhibits to the U.S. Trustee who has
agreed to keep confidential and properly dispose of the Exhibits
after review.  To provide the Court with unredacted copies of
the Exhibits while still maintaining their confidentiality, the
Debtors propose to file the Exhibits under seal. (ANC Rental
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ANCHOR LAMINA: S&P Withdraws Low-B Ratings at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn all ratings on
Mississauga, Ont.-based Anchor Lamina Inc., and its subsidiary,
Anchor Lamina America Inc., at the company's request. Anchor
Lamina manufactures and distributes die sets, mold bases, and
related components. The long-term corporate credit ratings on
both companies were lowered to 'B-' on Nov. 27, 2001, and placed
on CreditWatch July 15, 2002.


ANNUITY & LIFE: Will Publish Year-End 2002 Results on March 5
-------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd., (NYSE: ANR) will be
releasing its operating results and earnings for the year ending
December 31, 2002 on Wednesday, March 5, 2003 at 4:30 p.m.,
Eastern Time.

A conference call is scheduled for Thursday, March 6, 2003 at
9:00 a.m., Eastern Time.  The numbers are 800-500-0177 or 719-
457-2679, access code: 267034.  The replay numbers are 888-203-
1112 or 719-457-0820, access code: 267034.

Annuity and Life Re (Holdings), Ltd., provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd., and Annuity and Life
Reassurance America, Inc.

As reported in Troubled Company Reporter's January 8, 2003
edition, Fitch said that Annuity & Life Reassurance Ltd.'s
transfer of certain blocks of life reinsurance business to an XL
Capital Ltd.'s subsidiary had no immediate effect on Fitch's
'CCC' rating of ANR.

The rating remains on Rating Watch Evolving.

The downgrade of ANR's insurer financial strength rating to
'CCC' from 'BBB+' on November 22, 2002, reflected Fitch's
overall opinion of ANR's constrained liquidity position and
financial flexibility. At that time, Fitch expressed its concern
that there was a significant risk that ANR would be unable to
satisfy its obligations to accept additional ceded business
under its existing reinsurance treaties due to an inability to
post adequate collateral. The company disclosed in its
January 2, 2003 press release that it was unable to satisfy its
obligation to post collateral related to at least one of its
reinsurance treaties by year-end 2002.


BATTERY TECHNOLOGIES: Completes Sale of Swedish Inventory
---------------------------------------------------------
Battery Technologies Inc., (OTCBB:BTIOF)(TSX:BTI)(BSE:BTM) has
completed a transaction to sell the residual corporate inventory
of Toshiba batteries, remaining in stock following the pre-
Christmas sales period, for SwKr 2,500,000. The liquidity from
the sale enables resolution of a variety of accounts so that the
company can proceed with its previously announced strategic
repositioning. In November 2002, BTI engaged Northern Securities
Inc., as its financial advisor to assist the Company in
evaluating strategic alternatives and identifying possible
business opportunities and partners to provide the investment
necessary to maximize the return for BTI's shareholders.

J. Bruce Pope, President and CEO of BTI indicated that: "The
activities focused on moving BTI to its next strategic phase are
advancing, and we are targeting 1Q 2003 results announcement for
specific news regarding the repositioning. The previously
announced (December 10, 2002) cessation of the Demacell business
in Sweden, combined with this announcement regarding the
completion of the sale of the Toshiba inventory, is all part of
the desired process to enable achievement of the restructuring.
He also reiterated: "The significant technical potential of our
research expertise, strong patent portfolio and recent technical
breakthroughs on our unique rechargeable alkaline chemistry,
combined with substantial future tax asset opportunities, give
us strong cause to believe that we represent good synergistic
value to prospective allies or investors."

In a press release issued on January 30, 2003, BTI announced
that it had received approval from the Toronto Stock Exchange to
re-price its outstanding warrants to $0.10 and to extend their
expiry dates by up to one year until February 7, 2004. The
original warrants were part of the Prospectus Offering in
December 2000, in which investors purchased units offered at a
price of $0.52, each unit consisting of one BTI share and one
share purchase warrant exercisable at $0.57, until February 7,
2002. Each share purchase warrant entitled the holder to
purchase one common share at the exercise price prior to the
expiry date.

Prior to their initial expiry on February 7, 2002, 18 million
warrants owned by insiders were retired and the warrants
re-priced to $0.33 and extended to February 7, 2003. The expiry
date for the purchase warrants is now extended to February 7,
2004; however, possible earlier expiry conditions exist. In the
event that the ten day volume weighted average price of BTI's
common shares reaches $0.14 or higher on the TSX, accelerated
early expiry conditions will require warrant-holders to exercise
the warrants within a 30 day period, after which they will
expire.

Mr. Pope said: "We're very pleased the TSX has approved our
request to re-price the warrants which were due to expire on
February 7, 2003; as it allows greater potential for BTI to
realize additional treasury income in the short term, by having
the new exercise price reflect current market pricing and
conditions. Additionally, it enables those outside investors who
have provided vital funding to BTI, to have an on-going
opportunity to realize a return on their investment. This is
good for the company and for shareholders."

Consistent with TSX requirements, non-arm's length parties
cannot benefit from such a re-pricing, and Mr. Pope confirmed
that there were no warrants currently held by insiders. However,
Mr. Pope added, "I am pleased by the support and commitment of
BTI's directors and officers who recently participated in a
private placement of common shares in which 5,300,000 shares
were issued, raising approximately $397,500 for general
corporate purposes."

Mr. Pope went on to say, "We recently announced a research
breakthrough on the performance of our advanced formula Marathon
RAM(TM). New formulations for the Marathon cell have been
developed to yield outstanding cycling performance, with almost
100% more energy output in higher cycles than currently
available product. A second production trial of the new
formulation has been completed and long term use and abuse
testing is virtually complete. We expect that these new
formulations will provide increased consumer satisfaction with
RAM(TM) products and that these performance enhancements,
together with RAM(TM)'s long shelf life and environmental
friendliness, will be attractive to OEM manufacturers as a low
cost alternative to other rechargeable chemistries. These new
improvements will be delivered to BTI's existing licensees in
the near future, so that they may quickly incorporate these
enhancements into their product offerings.

BTI is the inventor, developer and owner of the unique, patented
rechargeable alkaline manganese (RAM(TM)) battery technology on
which it holds 43 patents related to chemistry, product design
and manufacturing processes. BTI is engaged in the worldwide
commercialization of the RAM(TM) technology and other portable
energy products through its licensees and Dema AB, a wholly
owned subsidiary based in Scandinavia, engaged in the sales,
marketing and distribution of battery and energy related
products to European markets.

RAM(TM) is a registered trademark of Battery Technologies Inc.,
Richmond Hill, Ontario, Canada. All other brands, product names,
company names or trademarks are the property of their respective
owners.


BAY VIEW CAPITAL: Sets Annual Shareholders' Meeting for April 24
----------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced that its 2003
Annual Meeting of Stockholders will be held at 10:00 a.m. PST on
April 24, 2003 at Bay View's main offices, located at 1840
Gateway Drive, San Mateo, California 94404.  Stockholders of
record at the close of business on March 10, 2003 will be the
stockholders entitled to vote at the Annual Meeting.

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.


BEA CBO: Fitch Downgrades Three Series 1998-1 Classes to B-/CC
--------------------------------------------------------------
Fitch Ratings has downgraded its ratings on three classes of
notes issued by BEA CBO 1998-1 Ltd., a collateralized bond
obligation backed predominantly by high yield bonds. The class
A-2A and A-2B notes have been on Rating Watch Negative since
April 19, 2002 and will be removed from Rating Watch Negative in
conjunction with the downgrade.

The current ratings are:

                      BEA CBO 1998-1 Ltd.
      
      -- $178,745,973 class A-2A notes to 'B-' from 'BBB-';

      -- $31,249,296 class A-2B notes to 'B-' from 'BBB-';

      -- $26,000,000 class A-3 notes to 'CC' from 'CCC'.

According to its January 2, 2003 trustee report, BEA CBO 1998-1
Ltd.'s collateral includes a par amount of $67.89 million
(25.59%) defaulted assets. The class A overcollateralization
test is failing at 88.45% with a trigger of 119% and the class B
overcollateralization test is failing at 71.12% with a trigger
of 104%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with Prudential
Investment Management, Inc., the Collateral Manager, regarding
the portfolios.


BEAR STEARNS: Fitch Drops Ratings on Classes B5 & B4 to C/BB
------------------------------------------------------------
Fitch Ratings downgrades Bear Stearns ARM Trust mortgage pass-
through certificates, Series 2001-4:

Bear Stearns ARM Trust mortgage pass-through certificates,
Series 2001-4:

-- Class B5 rated 'B' Rating Watch Negative is downgraded to
   'C'.

-- Class B4 rated 'BB' is downgraded to 'B' and placed on Rating
   Watch Negative.

These actions are taken due to the high delinquencies in
relation to the applicable credit support levels as of the
January 25, 2003 distribution.


BION ENV'L: Strikes Certain Terms Under Jan. Subscription Pact
--------------------------------------------------------------
Effective February 12, 2003, in order to eliminate an impediment
to a possible future financing, Bion entered into an agreement
with Centerpoint Corporation, its majority-owned subsidiary, to
immediately cancel Section 2.4 "Post-Closing Adjustment" and
Section 1.2(b) "Failure to Register or Lapse of Effectiveness"
from the January 2002 Subscription Agreement between Bion and
Centerpoint.  Bion's management believes that it is in the best
interests of all of the shareholders of both companies that
these obstacles to a possible future financing be removed.  As
majority stockholder, Bion indicates it has a fiduciary
obligation to act in the best interests of the Centerpoint
minority stockholders.

As consideration to Centerpoint for canceling the sections noted
above, Bion forgave all amounts due from Centerpoint, totaling
approximately $500,000. In addition, Bion returned to
Centerpoint for cancellation warrants to purchase one million
shares of Centerpoint's common stock.

The following changes in the management of Bion Environmental
Technologies Inc. have recently occurred:

     * On February 7, 2003, as a result of cost-cutting
       measures, Mr. David Fuller was terminated as the
       Company's Principal Accounting Officer. The duties of the
       Principal Accounting Officer will now be performed by Mr.
       Lawrence Danziger, the Company's Chief Financial Officer.

     * In a letter dated February 10, 2003, and effective
       February 1, 2003, Mr. Salvatore J. Zizza resigned as
       President and Chief Operating Officer citing that he was
       not able to devote the time necessary to perform such
       duties.

                         Liquidity Update

During the period January 10, 2003 through February 13, 2003, D2
advanced the Company $245,000.

At approximately the close of business on February 11, 2003,
Bion was informed by potential investors that they would not
proceed with a planned financing because of current market
conditions. As a result, the Company was unable to proceed with
a pending bridge financing because the bridge financing was
intended to be repaid from funds that were to be provided from
the expected financing that was terminated by the potential
investors.  Due to liquidity issues, Bion informed all of its
employees that the Company did not currently have enough cash on
hand to pay its employees after the 15th of this month.

Although currently seeking other outside sources of capital,
Bion has not yet been able to secure financing that is necessary
for its current and future operations and there can be no
assurance that sufficient funds will be available from external
sources. Further, there can be no assurance that any such
required funds, if available, will be available on attractive
terms or that they will not have a significantly dilutive effect
on its existing shareholders. Since Bion does not yet have the
ability to generate cash flow from operations, it will be forced
to substantially curtail or cease its current business
activities if unable to immediately raise capital from outside
sources. This would have a material adverse effect on business
and its shareholders.

The level of funding required to accomplish Bion's objectives is
ultimately dependent on the success of its research and
development efforts, which at this time is unknown.

Bion is an environmental service company focused on the needs of
confined animal feeding operations.  Bion is engaged in two main
areas of activity: waste stream remediation and organic soil and
fertilizer production. Bion's waste remediation service business
provides CAFOs (primarily in the swine and dairy industries)
with treatment for the animal waste outputs.  In this regard,
Bion treats their entire waste stream in a manner which cleans
and reduces the waste stream thereby mitigating pollution of the
air, water (both ground and surface) and soil, while creating
value-added organic soil and fertilizer products.  Bion's soil
and fertilizer products are being used for a variety of
applications including school athletic fields, golf courses and
home and garden applications.

As previously reported, the Company incurred losses totaling
$1,070,674 during the three months ended September 30, 2002
(including non-cash expenses of $158,447) and has a history of
losses which has resulted in an accumulated deficit of
$57,544,672 at September 30, 2002.

During the year ended June 30, 2002, through the Company's
transactions with Centerpoint Corporation and OAM S.p.A. the
Company obtained $4,800,000 in cash. The Company is currently
engaged in seeking additional financing to satisfy its current
operating requirements.

There can be no assurance that sufficient funds required during
the next twelve months or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.
The lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a
material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a
significantly dilutive effect on the Company's existing
shareholders.

Bion has a stockholders' equity of $1,867,243, an accumulated
deficit of $57,544,672, limited current revenues and substantial
current operating losses.  Its operations are not currently
profitable; therefore, readers are further cautioned that its
continued existence is uncertain if it is not successful in
obtaining outside funding in an amount sufficient for it to meet
its operating expenses at its current level.  Management is
currently engaged in seeking additional capital to fund
operations until Bion system and BionSoil(R) sales are
sufficient to fund operations.  There is substantial doubt about
the Company's ability to continue as a going concern.


BROCADE COMMS: S&P Rates Corporate Credit & Sub. Debt at B+/B-
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and 'B-' subordinated debt ratings to Brocade
Communications Systems Inc. The outlook is stable.

San Jose, California-based Brocade Communications is a provider
of switching solutions for the fiber channel-based storage
networking market. The company has $550 million of rated debt.

"Financial flexibility provides downside ratings protection,
while weak industry conditions and profitability limit upside
potential in the rating," said Standard & Poor's credit analyst
Joshua Davis.

Brocade has benefited from an early lead as a supplier of edge
switches in the emerging storage networking market. Despite its
lead, Brocade is subject to intense competition and a dynamic,
fluid operating environment. The anticipated entrance of Cisco
Systems Inc. to the fiber channel switching market, however,
represents a potentially significant disruptive factor.

In 2003, along with moderate top-line growth, profitability will
be negatively affected by the assumption of operating expenses
of Rhapsody Networks, acquired in January 2003. Further out,
cash flow performance is expected to benefit from profitability
improvements combined with a continuation of tax benefits
derived from Brocade's substantial $250 million deferred tax
asset.

Brocade Communications' 2.000% bonds due 2007 are currently
trading at about 74 cents-on-the-dollar.


BUDGET GROUP: Dimensional Fund Dumps Equity Stake
-------------------------------------------------
Dimensional Fund Advisors Inc., a Delaware corporation and an
investment advisor as defined in Section 240.13d-1(b)(1)(ii)(E)
of the Securities and Exchange Act and registered under Section
203 of the Investment Advisors Act of 1940, discloses in its
February 6, 2003 filing with the Securities and Exchange
Commission that it furnishes investment advice to four
investment companies registered under the Investment Company Act
of 1940, and serves as investment manager to certain other
commingled group trusts and separate accounts.  In its role as
investment advisor or manager, Dimensional possesses voting or
investment power over the securities of Budget that are owned by
the Funds, and may be deemed to be the beneficial owner of the
shares of the Budget held by the Funds.

Catherine L. Newell, Vice President and Secretary of Dimensional
Fund Advisors, reports that Dimensional Fund has ceased to be
the beneficial owner of more than 5% of Budget Group Inc.'s
common stock.  "All securities reported are owned by advisory
clients of Dimensional Fund Advisors, no one of which, to
Dimension Fund's knowledge, owns more than 5% of Budget's common
stock.  Dimensional Fund Advisors disclaims beneficial ownership
of all these securities," Ms. Newell relates. (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: Committee Hires Sheffield Merchant as Fin'l Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Burlington
Industries, Inc., asks the Court to enter an Order authorizing
it to retain Sheffield Merchant Banking Group as its financial
advisor in the Debtors' Chapter 11 cases.

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, the Committee met and decided to employ
Sheffield as its financial advisor with respect to merger and
acquisition opportunities, and to otherwise advise and represent
the Committee in these proceedings.

The Committee, Ms. Stickles continues, selected the personnel at
Sheffield because of their considerable experience in similar
matters -- especially the Firm's past merger and acquisition
experience.  The Committee believes that Sheffield is well
qualified to represent it in conjunction with these cases.

Ms. Stickles points out that the personnel at Sheffield have
significant experience representing creditor committees in
Chapter 11 cases throughout the country.  Sheffield's expertise
is well known and the Committee believes Sheffield's employment
will maximize the value of the Debtors' estates.  The Committee
seeks to retain Sheffield, nunc pro tunc to February 6, 2003,
under the terms of a Retention Agreement dated as of February 6,
2003, that outlines what Sheffield will do and how much it'll be
paid:

A. Scope of Services

   The professional services to be rendered by Sheffield include
   acting as financial advisor to the Committee and will also:

   (a) review and provide an analysis of the business,
       operations, properties, financial condition, business
       plans and forecasts and prospects of the Company;

   (b) monitor the Company's ongoing performance and address
       issues relating to management, including without
       limitation assessing potential management candidates;

   (c) evaluate the Company's debt capacity and capital
       structure in light of its projected cash flows;

   (d) review and provide an analysis of any proposed capital
       structure for the Company;

   (e) review and provide an analysis of any valuations of the
       Company, as a whole and by business unit, on a going
       concern basis and on a liquidation basis;

   (f) review and provide analysis of any proposed public or
       private placement of the debt or equity securities of the
       Company or any loan or other financing - including
       without limitation any proposed debtor-in-possession
       financing, cash collateral usage, adequate protection or
       exit financing;

   (g) review and provide an analysis of any of the Company's
       proposed material expenditures during its Chapter 11
       case;

   (h) review and provide an analysis of all proposed Chapter 11
       plan of reorganization proposed by any party;

   (i) review and provide an analysis of any new securities,
       other consideration or other inducements to be offered
       and/or issued under a Plan;

   (j) assist the Committee and/or participate in negotiations
       with the Company or any groups affected by a Plan;

   (k) assist the Committee in preparing documentation within
       our area of expertise required in connection with
       supporting or opposing a Plan;

   (l) review and provide an analysis of any proposed
       disposition of any material assets of the Company or any
       offers to purchase some or substantially all of the
       assets of the Company;

   (m) when and as requested by the Committee, render reports to
       the Committee as the Financial Advisor deems appropriate
       under the circumstances including without limitation
       providing specific valuation or other financial analyses
       the Committee may require in connection with the Chapter
       11 case;

   (n) participate in hearings before the Bankruptcy Court with
       respect to the matters upon which the Financial Advisor
       has provided advice, including without limitation
       coordinating with the Committee's counsel to provide
       testimony and/or reports, as appropriate, in connection
       therewith;

   (o) at the Committee's request, and in conjunction with the
       Company's advisors, identify and pursue (i) potential
       buyers for the Company and/or some or substantially all
       of its assets, and (ii) potential new money investors;
       and

   (p) provide other financial advisory services as the
       Financial Advisor and the Committee and/or the
       Committee's counsel may from time to time agree in
       writing.

B. Compensation

   (a) Monthly Advisory Fee

       A cash fee $75,000 will be due and paid by the Estate
       upon Bankruptcy Court approval of this Agreement and
       thereafter on each monthly anniversary during the term of
       this Agreement.

   (b) Transaction Fee

       The Transaction Fee will be equal to 2.5% of the amount
       by which the Unsecured Creditors' Recovery exceeds
       $140,000,000.

C. Out-of-Pocket Expenses

   The Estate will, whether or not any Plan is confirmed,
   reimburse the Financial Advisor on a monthly basis for its
   travel and other reasonable out-of-pocket expenses incurred
   in connection with the Financial Advisor's activities under
   or contemplated by this engagement.  The Estate will also
   reimburse the Financial Advisor for any sales, use or similar
   taxes arising in connection with any matter referred to or
   contemplated by this engagement.

D. Recognition of Fee Structure

   The Financial Advisor, the Company and the Committee
   acknowledge and agree that the hours worked, the results
   achieved and the ultimate benefit to the parties represented
   by the Committee of the work performed, in each case, in
   connection with this engagement, may be variable, and that
   the Committee and the Financial Advisor have taken this into
   account in setting the fees hereunder.

E. Information

   The Company will make available to the Financial Advisor all
   information concerning the business, assets, operations,
   financial condition and prospects of the Company that the
   Financial Advisor reasonably deems necessary in connection
   with the services to be performed for the Committee.

F. Indemnification

   The Company and its Estate shall indemnify the Financial
   Advisor and certain related persons in accordance with the
   indemnification provisions

G. Limitation of Liability

   Each of the Committee and the Company agrees that none of the
   Financial Advisor, its affiliates or their respective
   directors, officers, agents, employees and controlling
   persons, or any of their respective successors or assigns -
   Covered Persons - will have any liability to the Committee,
   the Company or the Estate for or in connection with this
   engagement or any transactions or conduct, except for losses,
   claims, damages, liabilities or expenses incurred by the
   Committee, the Company or the Estate, which are finally
   judicially determined to have resulted primarily from the bad
   faith, gross negligence or willful misconduct of the Covered
   Person.

H. Termination

   This Agreement and the Financial Advisor's engagement may be
   terminated by either the Committee or the Financial Advisor
   at any time, upon 30 days' prior written notice to the other
   party.

I. Confidentiality

   The Financial Advisor will keep confidential and use solely
   in its capacity as financial advisor to the Committee all
   information provided to it by the Company and the Committee
   and each of their agents.

J. Credit

   The Financial Advisor will have the right to place
   advertisements in financial and other newspapers and journals
   at its own expense describing its services to the
   Committee.

K. Choice of Law: Jurisdiction

   This Agreement and all controversies arising from
   or relating to performance of this Agreement will be governed
   by, and construed and enforced in accordance with, the laws
   of the State of New York.

L. Successors and Assigns

   This Agreement will be binding upon the Financial Advisor,
   the Committee, the Company and the Estate and their
   respective successors and assigns.

Robert P. Lee, Managing Member of Sheffield Merchant Banking
Group, assures the Court that Sheffield has not represented the
Debtors, their creditors, equity security holders, or any other
parties-in-interest, or their respective attorneys, in any
matter relating to the Debtors or their estates.  Except as
otherwise disclosed, Sheffield does not hold or represent any
interest adverse to the Debtors' respective estates, is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, and the employment is necessary
and in the best interests of the Debtors and its estates.
(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.


CANNONDALE CORP: Hires Stan Springel of Alvarez & Marsal as CRO
---------------------------------------------------------------
Cannondale Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Connecticut to retain
Alvarez & Marsal, Inc., to provide Officers to the Debtor.  
Mr. Stan Springel will serve as the Chief Restructuring Officer
of the Debtor who shall report directly to the Board.

Alvarez & Marsal is a business turnaround and crisis management
company that specializes in providing restructuring and advisory
services to companies in financial and operational distress.

The Debtor argues that Alvarez & Marsal is particularly well
suited to provide such services to the Debtor because its
personnel have considerable experience in this area.

Alvarez & Marsal will be paid by the Debtor for the services of
Mr. Stan Springel, as the CRO, and Mr. Raymond E. Dombrowski,
Jr., an additional officer at a recurring monthly rate of
$100,000 per month.  In addition to the monthly compensation,
Alvarez & Marsal is entitled to a $250,000 incentive fee payable
at the earlier of:

     i) the sale, transfer, or refinance of all or a substantial
        portion of the assets or equity of the Debtor in one or
        more transactions having an aggregate consideration      
        value over and above the aggregate initial credit bids
        of Pegasus Capital Advisors, LP or

    ii) the consummation of a Chapter 11 plan of reorganization.

For the services of other Officers, current hourly rates apply:

          Managing Director      $500 per hour
          Director               $400 per hour
          Associate              $325 per hour
          Analyst                $225 per hour

The Officers, in their capacity will:

     a) perform financial review of the Company, including but
        not limited to a review and assessment of financial
        information that has been, and that will be, provided by
        the Company to its creditors;

     b) assist in the identification of cost reduction and
        operations improvement opportunities and shall assist in
        the Company's efforts to manage its performance within
        the budget approved by the debtor-in-possession within
        the budget approved by the debtor-in-possession lenders
        as part of any financing under Section 364 of the
        Bankruptcy Code approved by the Court;

     c) assist the Company in, but not be responsible for, its
        efforts to sell a part or all of its business in one or
        more transactions and, to the extent requested, in
        developing for the Board's review possible restructuring
        plans or strategic alternatives for maximizing the
        enterprise value of the Company's various business
        lines;

     d) the CRO will serve as a primary contact with the
        Company's creditors, customers and employees with
        respect to the Company's financial and operation
        matters; and

     e) will perform such other services as requested or
        directed by the Board.

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


CANWEST GLOBAL: Completes Sale of Southern Ontario Newspapers
-------------------------------------------------------------
CanWest Global Communications Corp., has completed its sale of
newspapers and related assets in Southern Ontario to Osprey
Media Holdings Inc., for a cash price of $193.5 million. The
proceeds from the sale will be used to reduce the Company's
senior debt.

Properties being sold to Osprey include four daily newspapers -
St. Catharines Standard, Brantford Expositor, Niagara Falls
Review and The Welland Tribune - and a number of weekly
newspapers, shoppers and other publications. As with the
newspapers sold to GTC last summer, Osprey's newspapers will
continue to contribute to and receive news and editorial content
from CanWest News Service and Infomart, and be represented in
their national advertising sales by CanWest Media Sales.

CanWest Global Communications Corp., (NYSE: CWG; TSE: CGS.S and
CGS.A) -- http://www.canwestglobal.com-- is an international  
media company. Canada's largest publisher of daily newspapers,
CanWest owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels and radio networks in Canada, New
Zealand, Australia, Ireland and the United Kingdom. The
Company's program production and distribution division and
interactive media division operate in several countries
throughout the world.

                         *   *   *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CELLPOINT INC: Closes Initial Round of Operational Financing
------------------------------------------------------------
CellPoint Inc. (OTC: CLPT), a global provider of mobile location
software technology and platforms, has closed an initial round
of institutional financing.  

To enable continued operations, CellPoint has raised US$652,000
which resulted in 6.7 million new shares being issued. The total
number of shares in CellPoint Inc., after this round is
28,153,794. This financing can secure minimal operations in the
company for the rest of 2003.  

Previous to this financing, CellPoint issued convertible notes
for approximately 13.8 million SEK (approximately US$1.61
million) during the autumn of 2002. The interest rate is 3% and
the notes can be converted into shares within two years. The
convertible notes were issued in units which contained two
shares and a warrant to purchase one additional share of stock.
The conversion share price for the convertible notes are between
1 and 1.75 SEK (approximately 0.12 -- 0.20 USD) and the strike
price on the warrant to purchase one share of stock is 0.10 SEK
(approximately US$0.012). Full conversion of these convertible
notes would result in approximately 13.2 million additional
shares being issued from the convertible notes and 6.6 million
from the warrants.  

CellPoint will announce 6-month results before the 20th of
March. The Annual Stockholders' Meeting will be held in
Stockholm on the 20th of May.  

CellPoint Inc., (OTC: CLPT) and Aktietorget: CLPT) is a leading
global provider of location determination technology,
carrier-class middleware and applications enabling mobile
network operators' rapid deployment of revenue generating
location-based services for consumer and business users and to
address mobile E911/E112 security requirements.  

CellPoint's two core products, Mobile Location System (MLS) and
Mobile Location Broker, provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's location
platform has a seamless migration path from GSM/GPRS to 3G,
supports 500,000 location requests per hour and can easily be
scaled-up to handle increased traffic throughput.  

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.  

CellPoint is a global company headquartered in Stockholm,
Sweden. For more information, visit http://www.cellpoint.com   

CellPoint is visiting 3gsm World Congress between February 18 -
21. To book a meeting with a representative please contact
Richard Batty at +44 7905 712  

                   Working Capital Deficit

CellPoint's June 30, 2002 balance sheet shows total current  
liabilities exceeded its total current assets by close to $12  
million.

                    Going Concern Doubts

In its SEC Form 10-K for the period ended June 30, 2002, the
Company reported that it will require additional capital to
implement its business strategies, including cash for (i)
payment of operating expenses such as salaries for employees,
and (ii) further implementation of those business strategies.
That additional capital, the Company said, may be raised through
additional public or private financing, as well as borrowings
and other resources . . . and if unable to access the
capital markets or obtain acceptable financing, its future
results of operations and financial condition could be
materially and adversely affected.  As a result of the
uncertainty of the Company's ability to continue as a going
concern, its auditors have included a modification in their
opinion on the Company's June 30, 2002 consolidated financial
statements expressing substantial doubt about its ability to
continue as a going concern for the June 30, 2002 consolidated
financial statements.


COMBUSTION ENGINEERING: Files ABB-Backed Asbestos Prepack
---------------------------------------------------------
ABB Ltd.'s U.S. subsidiary Combustion Engineering, Inc.,
delivered a Chapter 11 petition to the U.S. Bankruptcy Court for
the District of Delaware Monday to halt and resolve the tide of
asbestos-related personal injury suits brought against the
companies.  Over the past dozen years -- according to
information obtained from http://www.LitigationDataSource.com  
-- the number of claims against Combustion Engineering, its
affiliates, ABB and former joint venture partners, has
skyrocketed:

     Year   Asbestos Claims Asserted Against CE
     ----   -----------------------------------
     1990   18,891 .
     1991   19,000 .
     1992   20,000 +
     1993   21,000 +
     1994   22,000 ++
     1995   23,842 +++
     1996   27,577 ++++++
     1997   28,976 +++++++
     1998   28,264 ++++++
     1999   33,961 ++++++++++
     2000   39,138 +++++++++++++
     2001   54,569 ++++++++++++++++++++++++
     2002   79,204 ++++++++++++++++++++++++++++++++++++++++

CE is named as a defendant in cases pending in multiple
jurisdictions, with plaintiffs alleging injury as a result of
exposure to asbestos in products manufactured or sold by CE or
that was contained in materials used in CE's construction or
maintenance projects.

               Combustion Engineering's History

Combustion Engineering was information in Delaware in 1912 as
The Locomotive Superheater Co. and manufactured and sold
superheaters for steam locomotives.  From the 1930s forward,
CE's core business is designing, selling and erecting power-
generating facilities, including major steam generators.  CE
also services large steam boilers and related electrical power
generating equipment.  From the 1930s through the 1960s,
asbestos insulation was used on many CE boilers.

                   Development of the Plan

Faced with escalating asbestos litigation costs and decreasing
insurance coverage, an economic decline in its business, and
ABB's financial woes, CE began exploring its options in late
2002.  After considering several options, CE concluded that the
best avenue for maximizing payments to both current and future
claimants and enhancing the value of CE's estate was through a
consensual restructuring.  CE recognized that it could not  
propose a plan to effectively reorganize without the cooperation
of ABB, Asea Brown Boveri and representatives of current and
future asbestos claimants.  Over a three-month period, CE, ABB
and asbestos claimant representatives engaged in extensive
negotiations to develop a strategy for permanently addressing
CE-related asbestos claims.  The negotiations culminated in the
Prepackaged Chapter 11 Plan.

                Establishment of a 524(g) Trust

The pre-packaged plan was negotiated with certain asbestos
claimants' lawyers and approved by David T. Austern, Esq. (who
serves as General Counsel for Claims Resolution Management
Corporation in Fairfax, Virginia), the proposed representative
for future claimants.  The Plan contemplates establishment of a
trust under 11 U.S.C. Sec. 524(g), entry of a channeling order
directing present and future asbestos claimants to that trust
for payment, and entry of an injunction prohibiting present and
future claimants from seeking compensation from any source other
than the trust.

                   Valuation & Plan Funding

Under the Plan, all of CE's value -- at the end of September
2002, CE's value was US$812,000,000 -- is delivered to the Sec.
524(g) Trust for the benefit of present and future claimants.  
In addition:

      (1) ABB is contributing:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

          (d) the release of all claims and interest of the ABB
              group in insurance covering CE's asbestos personal
              injury claims;

      (2) Asea Brown Boveri is contributing:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

              and

          (d) if Lummus is sold within 18 months of the Plan's
              Effective Date, an additional $5,000,000; and

      (3) Lummus and Basic will release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

Accordingly, the total value of these contributions to the Trust
range from $1,250,000,000 to $1,386,000,000, excluding any value
attributable to the insurance policies, and subject to wide
swings as the value of CE increases or decreases over time.

                   17,000 More Votes Needed

The voting period for the plan commenced in January and is
currently scheduled to end on February 19, 2003, and CE is
looking for a 75% acceptance rate to comply with 11 U.S.C. Sec.
524(g)(2)(B)(ii)(IV)(bb).

As of Saturday, February 15, approximately 103,000 favorable
votes had been received, together with less than 1,000 votes
cast against the plan.  CE knows of at least 160,000 asbestos-
related personal claims outstanding today, so the company's
looking for another 17,000 favorable votes to roll in the door.

CE said it decided to file the Chapter 11 case prior to February
19 in order to foreclose any possible last-minute effort by
objecting claimants to file an involuntary bankruptcy
and thereby interrupt the voting process.

CE intends to seek immediate confirmation from the bankruptcy
court that voting will continue to completion on February 19, as
originally scheduled. Chief Financial Officer Peter Voser said
in a conference call Monday CE said it is encouraged by the
magnitude and favorable outcome of the vote to date.  CE will
seek prompt confirmation of the proposed pre-packaged plan.

                       Dissenting Votes

The dissenting voters, reportedly, complain that the Plan
doesn't deliver adequate compensation to the tort claimants.  
There's also dispute in the plaintiffs' camp about the propriety
of a $20 million payment to Joseph F. Rice, Esq., at Ness
Motley, P.A. (a big name asbestos-plaintiffs' firm) for  
his prepetition negotiating services with CE and ABB.  Elizabeth
Wall Magner, Esq., a plaintiff's lawyer in New Orleans,
Louisiana, told Bloomberg News her cancer victim clients may
"attempt to attack the entire transfer of assets."

Beat Hess, ABB's Chief Legal Counsel, said in Monday's
conference call that the company isn't concerned about delays
and appeals at this juncture, and will take the chapter 11
confirmation process and any resulting appeals from a
confirmation order entered by the Bankruptcy and District Courts
one step at a time.

                    Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.

                       ABB's Liquidity

In mid-December, ABB signed a US$1.5 billion credit facility
agreement with a group of 20 banks.  The facility is secured by
a package of ABB assets, including the Oil, Gas and
Petrochemicals division, which is earmarked for divestment in
2003.

The arranging banks and bookrunners are Barclays Capital,
Citigroup, Credit Suisse First Boston and HypoVereinsbank. The
agreement is a one-year revolving credit facility for US$ 1.5
billion with a further one-year termout feature. The term-out
gives ABB the option to retain up to US$750 million in
borrowings under the facility, repayable in 2004.  The new  
credit facility replaced an existing facility, which expired on
December 17, 2002.

"The agreement provides sufficient liquidity for 2003 and 2004,
and allows us to implement our program to lower our cost base,
focus on our core businesses, and achieve the best value from
our divestments," Mr. Voser explained when the loan agreement
was signed.

ABB has US$1.4 billion of bond debt maturing in 2003 and a US$3
billion bank loan facility maturing on April 25, 2003.

ABB -- http://www.abb.com-- is a leader in power and automation  
technologies that enable utility and industry customers to
improve performance while lowering environmental impact.  The
ABB Group of companies operates in more than 100 countries and
employs about 146,000 people.  ABB has its own financial
struggles to deal with, including a US$691 million loss in 2001,
recurring quarterly losses in 2002, and a mountain of debt.  
Standard & Poor's has cut ABB's debt ratings to junk levels.  
ABB has said for months it will sell non-core assets in order to
realign its focus and rationalize its balance sheet.

ABB will announce financial results for 2002 next week.


COMBUSTION ENGINEERING: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Combustion Engineering, Inc.  
        501 Merrit 7  
        Norwalk, CT 06851  

Type of Business: Combustion Engineering is the U.S. subsidiary
                  of ABB.  ABB is a leader in power and
                  automation technologies that enable utility
                  and industry customers to improve performance
                  while lowering environmental impacts.  The ABB
                  Group of companies operates in more than 100
                  countries and employs about 146,000 people.

Bankruptcy Case No.: 03-10495

Chapter 11 Petition Date: February 17, 2003

Court: District of Delaware

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl Young & Jones  
                  919 N. Market Street  
                  16th Floor  
                  Wilmington, DE 19899-8705
                  302 652-4100  
                  Fax : 302-652-4400  
                  Email: ljones@pszyj.com

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

List of Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
CE Settlement Trust           Note Payable          $75,607,740
Haynes Downard Andra
  & Jones LLP
Two North 20th Street,
Suite 550
Birmingham, AL 35203
Attn: Hasbrouck Haynes, Jr. CPA

ALSTOM                        Note Payable          $12,000,000
25 Avenue Kleber
75795 Paris Cedex 16
FRANCE

Chris Sims                    Asbestos Claim         $1,750,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Richard T. Gross              Asbestos Claim           $700,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Freida L. Phillips            Asbestos Claim           $600,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Lester Lee White              Asbestos Claim           $600,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Donald J. Rouse               Asbestos Claim           $500,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Melvin R. Jordan              Asbestos Claim           $500,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Joseph J. Trocki              Asbestos Claim           $500,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Robert Delatte                Asbestos Claim           $500,000
c/o Baron & Budd
3102 Oak Lawn Ave., Suite 1100
Dallas, TX 75219

Kirk Stephen Richardson       Asbestos Claim           $487,500
c/o Walters and Kraus
17292 Golden West St.
Huntington, CA 92647

Raymond Edward Wadas          Asbestos Claim           $475,500
c/o Baron & Budd
3102 Oak Lawn Ave., Suite 1100
Dallas, TX 75219

Bertil O. Olson               Asbestos Claim           $450,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

L. Robert Crismas             Asbestos Claim           $400,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Estel E. Wandling             Asbestos Claim           $400,000
c/o The Law Offices of
  Stuart Calwell PLLC
405 Capitol Street
Suite 607
Charleston, WV 25301

Harry W. Pennington           Asbestos Claim           $400,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Kenneth J. Lepak              Asbestos Claim           $400,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Sharon B. Eastland            Asbestos Claim           $400,000
c/o The Simmons Firm, L.L.C.
30 Evans Avenue, Suite 300
Wood River, IL 62095

Charles Alvin Johnson         Asbestos Claim           $236,500
c/o Shepard A. Hoffman, Esq.
3100 Monticello Avenue
Dallas, TX 75205

Thomas Clark Sibley           Asbestos Claim           $236,500
c/o Shepard A. Hoffman, Esq.
3100 Monticello Avenue
Dallas, TX 75205


CONSECO FINANCE: Becker Picked as Counsel to Creditors Committee
----------------------------------------------------------------
Becker & Poliakoff, P.A., a Florida-based, statewide and
international commercial law firm, has been chosen as counsel to
unsecured creditors of Conseco Finance Corp., and Conseco
Finance Servicing Corp., subsidiaries of Conseco, Inc., which
filed Chapter 11 bankruptcy on December 17, 2002.

The Conseco multiple filings in the Northern District of
Illinois, Eastern Division Bankruptcy Court, Chicago, represent
the third largest bankruptcy in U.S. history, after Enron and
WorldCom. Conseco is one of the country's leading providers of
insurance, investment and lending products.

Gary L. Blum, a New York attorney with more than 35 years of
experience in complex reorganization and bankruptcy cases, will
lead the representation along with Ivan Reich, a shareholder in
Becker & Poliakoff's Bankruptcy and Financial Restructuring
Group.  Mr. Blum recently became counsel to the firm.

Litigation will be led by Gary Rosen, a board certified attorney
and specialist in business litigation, as well as a shareholder
of the firm.

Conseco, Inc., recently announced it had reached an agreement in
principle with its banks and bondholders on a financial
restructuring that would substantially reduce its debt. However,
Conseco Finance Corp., and Conseco Finance Servicing Corp., have
not reached agreement with their unsecured creditors.

"The Official Creditors' Committee will play an important role
in seeking to better the position and recovery of creditors than
presently postured in debtors' liquidation plan," commented Mr.
Blum. "It is gratifying that Becker & Poliakoff has been
selected to provide counsel in a case of this size and
significance, an appointment that validates this firm's
commitment to building a high-quality bankruptcy practice."

Mr. Blum and Mr. Reich recently successfully concluded the
Naranja Lakes Chapter 11 cases filed in Miami, involving novel
real property, condominium and bankruptcy issues stemming from
the destruction of improvements to real property caused by
Hurricane Andrew. In addition, the firm recently represented the
Official Committee of Unsecured Creditors in the Tutor Time
Learning Centers bankruptcy and is currently counsel to the
Liquidating Trustee in that case. The firm also recently was
selected as counsel to the Official Committee of Unsecured
Creditors in the American Financial Group of Aventura filing.

Becker & Poliakoff, P.A., is a diversified commercial law firm
based in Ft. Lauderdale with more than one hundred attorneys in
fourteen Florida offices and international and affiliated
offices in the Czech Republic, China, Germany, France and
Switzerland. In addition to Bankruptcy, the firm counsels
clients in legal issues relating to Real Estate, Corporate, Tax,
Technology, International Trade, Intellectual Property and many
other areas of law. The firm recently celebrated its 30th
anniversary.


CONSECO FINANCE: Committee Brings-In Huron Consulting as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Conseco Finance
Corporation and Conseco Finance Securitization Corporation apply
to the Court to retain and employ Huron Consulting Group as its
financial advisor.  Huron is a professional services firm
specializing in consulting to troubled companies, secured
creditors and creditors' committees.  Huron is qualified to
advise the Committee because of the resources offered by its
practice model, which includes corporate advisory services,
financial and economic consulting, valuation services and
extensive experience with Chapter 11 cases.

Huron will:

a) review the Debtors' financial information, including the
    petitions and schedules and statements;

b) monitor the Debtors' activities including cash expenditures,
    loan drawdowns and projected cash requirements;

c) attend meetings of the Committee, the Debtors, creditors,
    attorneys, financial advisors and miscellaneous tax
    authorities if requested;

d) assistance on the following subjects:

    1) review of the plan of reorganization;

    2) review and analysis of proposed transactions;

    3) valuation and investment banking advice with assets
       sales, including the sale of CFC;

    4) prepare going concern and liquidation value analysis of
       the estates' assets;

    5) review Debtors' operating and cash flow statements;

    6) investigate prepetition acts, conduct, property,
       liabilities and financial condition of the Debtors;

    7) other services as may be necessary.

Huron will bill at a flat monthly rate:

    a) $225,000 for each of the first two months of 2003;

    b) $175,000 per month after February through August, 2003;

    c) $150,000 each month thereafter.

Huron will also seek reimbursement of actual and necessary
expenses.

James M. Lukenda, CIRA, Managing Director at Huron, assures the
Court that Huron does not have or represent any interest
materially adverse to the Debtors, or any class of creditors in
theses cases. (Conseco Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CONSECO INC: Earns OK to Hire Kirkland & Ellis as Lead Counsel
--------------------------------------------------------------
Ivan J. Reich, Esq., at Becker & Poliakoff, finds fault with
Kirkland & Ellis' affidavit and statement of disinterestedness.

The Unsecured Creditors' Committee, appointed in Conseco Inc.'s
chapter 11 cases, believes that K&E has a material adverse
interest to unsecured creditors on several transactions that
presently involve pending motions before the Court regarding the
sale of CFC assets out of the ordinary course of CFC's business
and pursuant to the Asset Purchase Agreement.

                           *     *     *

However, Judge Doyle overrules the Committee's objection and
permits the Debtors to employ Kirkland & Ellis as lead counsel
to prosecute their chapter 11 cases.

With the Court's approval, Kirkland & Ellis is expected to:

(a) advise the Debtors with respect to their powers and duties
     as debtors and debtors-in-possession in the continued
     management and operation of their business and properties;

(b) attend meetings and negotiate with representatives of
     creditors and other parties in interest;

(c) take all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions on
     their behalf, the defense of any actions commenced against
     those estates, negotiations concerning all litigation in
     which the Debtors may be involved and objections to claims
     filed against the estates;

(d) prepare, on the Debtors' behalf, all motions,
     applications, answers, orders, reports and papers
     necessary to the administration of the estates;

(e) take any necessary action on behalf of the Debtors to
     obtain confirmation of the Debtors' plan of
     reorganization;

(f) represent the Debtors in connection with obtaining
     postpetition loans;

(g) advise the Debtors in connection with any potential sale
     of assets;

(h) appear before the Court, any appellate courts, and the
     U.S. Trustee, and protect the interests of the Debtors'
     estates before courts and the U.S. Trustee;

(i) consult with the Debtors regarding tax matters; and

(j) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtors in connection
     with these Chapter 11 cases.

Subject to periodic adjustments -- and a planned firm-wide
increase on January 1, 2003 -- Kirkland & Ellis will bill United
for legal services at its customary hourly rates.  At the
beginning of 2002, those rates were:

            Position                   Hourly Rates
            --------                   ------------
            Partners                   $390 to $710
            Of-Counsel                 $270 to $685
            Associates                 $225 to $510
            Paralegals                  $55 to $215
(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.


CONTINENTAL AIRLINES: Vanguard Windsor Holds 7.78% Equity Stake
---------------------------------------------------------------
Vanguard Windsor Funds-Windsor Fund beneficially own, with sole
voting powers, and shared dispositive powers, 5,116,400 shares
of the common stock of Continental Airlines. The amount
represents 7.78% of the outstanding common stock of the airline.

Continental Airlines is the world's sixth-largest airline and
has more than 2,000 daily departures.  With 131 domestic and 93
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 41 million passengers per year on the newest jet
fleet among major U.S. airlines.  With 48,000 employees,
Continental is one of the "100 Best Companies to Work For in
America."  Fortune ranked Continental the No. 2 Most Admired
Global Airline and No. 30 Most Admired Global Company in
March 2002.  For more company information, visit
http://www.continental.com  

As reported in Troubled Company Reporter's November 22, 2002
edition, Fitch downgraded approximately $300,000,000 City of
Houston, Texas Airport System special facilities revenue bonds
(Continental Airlines, Inc. Terminal E Project) series 2001 to
'B-' from 'B'. On Oct. 30, 2002, Fitch lowered the debt rating
for Continental Airlines, Inc., senior unsecured obligations to
'CCC+' from 'B-.' The special facilities bonds are inextricably
linked to the credit rating and strength of Continental
Airlines. However, Fitch continues to maintain a slightly higher
rating on the special facilities bonds because of the re-let
provisions in the lease and various gate and enplanement related
demand issues. The Rating Outlook for both the special
facilities bonds and Continental Airlines remains Negative.

The special facilities bonds were issued to finance the Terminal
E project, which Continental Airlines intends to use as its
primary international terminal at George Bush Intercontinental
Airport (IAH) and to use as a gateway to Latin America. Key
credit factors include the special facilities lease with the
city, which provides airport management with the ability to re-
let the facility if Continental Airlines was to default. Fitch
views the re-let provision and the profitability of the IAH hub
for Continental as fundamental to the 'B-' rating.

Credit concerns include the viability of the lessee (security
for the bonds is derived primarily from Continental Airlines'
lease payments), which is rated well below investment grade and
faces industry-wide pressures. The recent Continental Airlines
downgrade reflects the continuing impact of a weak domestic
airline revenue environment on Continental's cash flow
generation and deteriorating liquidity outlook. Despite the fact
the Continental's operating results have consistently beaten
those of its major network competitors and should continue to do
so (largely as a result of both a revenue premium and a better
operating cost structure), the airlines are facing several
quarters of weak operating cash flow and high fixed financing
obligations (interest, aircraft, and facilities rents, scheduled
amortization payments and pension contributions). Continental is
likely to see a reduction in its cash balances.

Continental Airlines' 11.500% bonds due 2008 (CAL08USR1) are
trading at about 50 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL08USR1for  
real-time bond pricing.


COPYTELE INC: Cash Insufficient to Meet Liquidity Requirements
--------------------------------------------------------------
CopyTele Inc.'s principal operations include the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over virtually every communications media and the
development of a full-color video display.

Its encryption products provide high-grade information security
to computers and to accommodate cellular, satellite, digital and
ordinary telephone lines for voice, fax and data encryption.
They are available with either the high-grade encryption of the
Harris Corporation digital cryptographic chip - the Citadel(TM)
CCX - or the Triple DES or the new Advanced Encryption Standard
algorithms (algorithms available in the public domain which are
used by many U.S. government agencies). CopyTele is continuing
its research and development activities for encryption products.

The Company is also continuing its research and development
activities for flat panel display technologies, including thin-
film video color displays ("Field Emission Display" or "FED")
and ultra-high resolution charged particle E-Paper(TM) flat
panel display. Using its planar edge emission technology, the
Company has developed engineering operational models of a 3-inch
(diagonal) full-color video Field Emission Display with 160 x
170 pixels.

CopyTele has had net losses and negative cash flows from
operations in each year since its inception and  may continue to
incur substantial losses and experience substantial negative
cash flows from operations. While payments from Futaba under the
Futaba Agreement provided substantial cash from operations in
the year ended October 31, 2002, since the Futaba Agreement
terminated in June 2002, it is possible that CopyTele will again
incur losses.

The Company has incurred substantial costs and expenses in
developing its encryption and flat panel display technologies
and in efforts to produce commercially marketable products
incorporating its technology. The Company has had limited sales
of products to support its operations from inception through
October 31, 2002.

Net losses in each of fiscal years ended October 31, 2000, 2001
and 2002 were $3,285,240, $3,571,957 and $4,964,173
respectively.

Management anticipates that, if cash generated from operations
is insufficient to satisfy the Company's requirements, it will
require additional funding to continue research and development
activities, market  products and satisfy the continued-listing
standards for the Nasdaq Stock Market.  The auditor's report on
CopyTele's financial statements as of October 31, 2002 states
that the net loss incurred during the year ended October 31,
2002, the Company's accumulated deficit as of that date, and
other factors raise substantial doubt about CopyTele's ability
to continue as a going concern.

Based on reductions in operating expenses that have been made
and additional reductions that may be implemented, if necessary,
management believes that existing cash and accounts receivable,
together with cash flows from expected sales of encryption
products and flat panel displays, and other potential sources of
cash flows, will be sufficient to enable CopyTele to continue in
operation until at least the end of the first quarter of fiscal
2004. It is anticipated by CopyTele management that, thereafter,
the Company will require additional funds to continue marketing,
production, and research and development activities, and  will
require outside funding if cash generated from operations is
insufficient to satisfy liquidity requirements. However,
projections of future cash needs and cash flows may differ from
actual results. If current cash and cash that may be generated
from operations are insufficient to satisfy liquidity
requirements, the Company indicates that it may seek to sell
debt or equity securities or to obtain a line of credit. The
sale of additional equity securities or convertible debt could
result in dilution to  stockholders. CopyTele is cognizant that
it can give no assurance that it will be able to generate
adequate funds from operations, that funds will be available to
it from debt or equity financings or that, if available, the
Company will be able to obtain such funds on favorable terms and
conditions. CopyTele currently has no arrangements with respect
to additional financing.


CORRECTIONS CORP: Completes Exchange Offer for 9-7/8% Sr. Notes
---------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) has completed the
exchange of its $250.0 million 9.875% senior notes due 2009
which were previously issued in a private placement in May 2002
for a like amount of its newly issued 9.875% senior notes due
2009 which have been registered under the Securities Act of
1933.  The terms of the newly issued registered notes are
identical to the terms of the previously issued unregistered
notes. State Street Bank and Trust Company served as the
exchange agent for the exchange offer and serves as trustee for
the notes.

CCA is the nation's largest owner and operator of privatized
correctional and detention facilities and one of the largest
prison operators in the United States, behind only the federal
government and four states.  CCA currently operates 61
facilities, including 38 company-owned facilities, with a total
design capacity of approximately 60,000 beds in 21 states and
the District of Columbia.  CCA specializes in owning, operating
and managing prisons and other correctional facilities and
providing inmate residential and prisoner transportation
services for governmental agencies.  In addition to providing
the fundamental residential services relating to inmates, CCA
facilities offer a variety of rehabilitation and educational
programs, including basic education, religious services, life
skills and employment training and substance abuse treatment.  
These services are intended to reduce recidivism and to prepare
inmates for their successful re-entry into society upon their
release.  CCA also provides health care (including medical,
dental and psychiatric services), food services and work and
recreational programs.

                         *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, Standard & Poor's affirmed its 'B+' corporate credit
rating on private corrections company Corrections Corp., of
America and revised the outlook to positive from stable. The
outlook revision reflects faster than expected progress made by
management to improve CCA's operating performance.

Nashville, Tennessee-based CCA had about $1.1 billion of debt
(including preferred stock) outstanding at September 30, 2002.

"If CCA is able to continue to improve its financial performance
and achieve and maintain stronger credit protection measures,
specifically total debt (adjusted for preferred stock) to EBITDA
of about 4 times and EBITDA interest coverage in the range of
2.5x to 3.0x, the ratings could be raised during the outlook
period," said Standard & Poor's credit analyst Jean C. Stout.


DELTRONIC CRYSTAL: Taps Nowell Amoroso to Render Legal Services
---------------------------------------------------------------
Deltronic Crystal Industries, Inc., asks for approval from the
U.S. Bankruptcy Court for the District of New Jersey to employ
the legal services of Nowell Amoroso Klein Bierman, P.A.

Nowell Amoroso is expected to:

     (a) advise the Debtor with respect to its powers and duties
         as Debtor-In-Possession in the continued operation of
         its business and in the management of its property.

     (b) negotiate with the Debtor's creditors towards a Plan of
         Reorganization and to take the necessary legal steps to
         confirm such a plan.

     (c) prepare on behalf of the Debtor, as Debtor-In-
         Possession, all appropriate applications, orders,
         reports and other legal pleadings.

     (d) appear before the Bankruptcy Court in order to protect
         the Debtor's interests.

     (e) perform all other necessary legal services for the
         Debtor, as Debtor-In-Possession.

Nowell Amoroso's hourly rates for professionals are:

          Herbert C. Klein           $325 per hour
          David Edelberg             $295 per hour
          Anthony Pantano            $250 per hour
          Denise T. O'Donnell        $200 per hour
          Jason R. Mischel           $175 per hour
          Paul S. Evangelista        $150 per hour

Deltronic Crystal Industries, Inc., provider of vertically
integrated optical component solutions to the communications and
laser photonics industries, utilizing its crystal growth
experience, filed for chapter 11 protection on January 31, 2003
(Bankr. N.J. Case No. 03-13218).  When the Company filed for
protection from its creditors, it listed $7,691,899 in total
assets and $2,103,921 in total debts.


DESA HOLDINGS: Hires Peter Rackov to Administer Remaining Assets
----------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Peter Rackov to manage the Debtors' estates
at a rate of $100 per hour.

The Debtors sold substantially all of their assets to HIG DESA
Acquisition LLC.  Consequently, the Debtors' estates are now
generally comprised of the Debtors' financial books and records,
creditors' claims, and the proceeds of the Sale.  The Debtors no
longer have officers, employees or staff whose assistance would
be necessary to make necessary distributions, complete the claim
process and generally attend to the administration of these
Chapter 11 Cases.

Mr. Rackov will perform duties as directed and instructed by the
Debtors' Board of Directors, which include:

     a) managing and administering the Debtors' estates;

     b) calculating and implementing all distribution at the
        direction of the Debtors or in accordance with the Final
        Asset purchase Agreement, any plan of reorganization
        confirmed by the Court or any order of the Court;

     c) paying all expenses and making all other payments
        relating to the Debtors' assets;

     d) managing the wind-down of the Debtors' operations;

     e) filing all tax returns and paying taxes and all other
        obligations ob behalf of the Debtors from funds held by      
        the Debtors' estates;

     f) facilitating the prosecution or settlement of objections
        to and estimations of claims;

     g) executing all instruments necessary or appropriate to
        manage and administer the Debtors' estates; and

     h) taking such other actions and responsibilities as may be
        vested in Mr. Rackov by the Debtors, a plan of
        reorganization confirmed by the Court or any order of
        the Court.

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 & Weintraub represents DESA.


DEXTERITY SURGICAL: Selling Protractor Line to Davol for $7 Mil.
----------------------------------------------------------------
Dexterity Surgical, Inc., (OTC Bulletin Board: DEXT) has
executed a letter of intent with Davol Inc., whereby Davol has
agreed to purchase substantially all assets of the Company
relating to its Protractor line in consideration for cash of $7
million.

Any transaction will be subject to numerous conditions to
closing, including approval of the stockholders and creditors of
the Company, completed due diligence by Davol to its
satisfaction, approval of the Board of Directors of Davol,
execution and delivery of a definitive purchase and sale
agreement satisfactory to the company and Davol, termination of
the distribution rights relating to the Protractor line and the
restructure of certain intellectual property rights relating to
the Protractor line and other conditions.

Richard Woodfield, President and CEO of the Company, stated: "We
are pleased to have reached a preliminary agreement regarding
the sale of the Company's major asset. We have a lot of work to
do, however, and we must immediately begin the difficult process
of reaching timely settlements with our creditors in order to
achieve satisfactory results for our stockholders. Absent such
timely settlements, this sale will not be completed. We cannot
give any assurance that our creditors will be agreeable to
settling their claims on an acceptable basis."

Since the introduction of the first PneumoSleeve and Protractor
in 1995, Dexterity Surgical, Inc., has been the pioneer in the
field of Hand Assisted Laparoscopic Surgery. The Company's goal
is to provide focused segments of the minimally invasive
surgical marketplace with products that enhance patient outcome,
increase surgical flexibility and reduce health care costs.

Davol is a medical device manufacturer based in Cranston, Rhode
Island.

Dexterity Surgical's September 30, 2002 balance sheet shows a
working capital deficit of about $11.5 million, and a total
shareholders' equity deficit of about $12 million.


DIVINE INC: Exploring Chapter 11 & Other Strategic Options
----------------------------------------------------------
To explore strategic options, divine, inc., has engaged
Broadview International LLC as its advisor.  Broadview, with
offices in New York, Silicon Valley, Boston, London, is a
leading global M&A advisor and private equity investor focused
exclusively on the IT, communications, healthcare technology and
media industries.  Those strategic options, divine said
yesterday, include, but are not limited to, asset divestitures,
comparable transactions, and the filing of a voluntary petition
under Chapter 11 of the United States Bankruptcy Code.

Douglas J. Bacon, Esq., at Latham & Watkins LLP in Chicago,
provides bankruptcy counsel to divine in a dispute before the
U.S. Bankruptcy Court for the District of Massachusetts with
subsidiary RoweCom, Inc.  RoweCom, as previously reported in the
Troubled Company Reporter on February 12, 2003, is attempting to
recapture $73.7 million it says divine looted and diverted from
its coffers.

Based in Chicago, divine, inc. -- the name contains no capital
letters -- is a public company with $804 million in assets as of
Sept. 30, 2002.  The Company's business is conducted on a global
basis, with the principal markets for the Company's products and
services located in the United States.  For the nine months
ended September 30, 2002, the Company recorded revenues of
$472,133,000.  Of those revenues, $301,885,000 were generated
in the United States, $83,108,000 in France, and $87,140,000 in
other countries.

divine provides extended enterprise solutions for a base of over
20,000 customers, "offering Web-based software and technology
that allows clients' critical business units and functional
areas to operate more cohesively when interacting with their
customers, partners, and employees."  divine says it offers the
services necessary to deploy these software solutions and to
integrate them with existing software and technical systems.
"Our product and service offerings allow us to provide a
comprehensive solution for our clients and we offer our
customers a single point of accountability, as our solutions
extend across the enterprise," divine says.

divine built its business through in a roll-up acquisition
spree, including:

   -- these 2001 transactions:

      * March 2001, SageMaker -- an enterprise information
portal solutions company.  This acquisition brought a key
component to divine's existing enterprise information portal
solution.

      * April 2001, certain assets of marchFIRST -- a leading
Chicago-based provider of enterprise e-business solutions,
including marchFIRST's Central Region business unit, accounts
receivable, SAP implementation practice, VAR unit, Blue Vector
venture capital arm, and certain regional operations. This
acquisition provided a broad range of enterprise technology,
e-business strategy, brand building services, and application
hosting, all of which deepen divine's extended enterprise
solutions.

      * May 2001, DataBites, Inc. -- a software development
company that develops both wireless and wired Web content
delivery applications. DataBites' technology provided enterprise
portal solutions instant integration capabilities with internal
and external Web-based applications and resources.

      * August 2001, Fracta Networks -- a provider of user-
centric content management solutions. This acquisition expands
and further complements the suite of personal information
management tools available within divine's enterprise portal
solutions.

      * September 2001, certain assets of marchFIRST GmbH --
including the assets that comprised its former Munich and
Hamburg operations.  This acquisition, with its global client
base and deep professional services expertise, represents a
milestone in divine's international expansion strategy.

      * October 2001, Open Market, Inc. -- a provider of
content-driven e-business solutions that enable enterprises to
better manage interactions with their site visitors, customers,
employees and channels. Open Market's enterprise-class J2EE
infrastructure enables the seamless integration of divine's
suite of content-driven e-business applications, as well as
supports the development and deployment of future applications.

      * October 2001, eshare communications, Inc. -- a leading
provider of Customer Interaction Management (CIM) solutions.  
eshare's offerings, added to the divine's collaborative
applications, portal technology, Web Services infrastructure,
knowledge resources, and delivery capability, gives clients
the ability to deploy extended enterprise applications that
build customer loyalty and branding within their targeted
communities.

      * October 2001, Synchrony Communications -- an innovative
customer interaction management suite provider. This acquisition
enhances divine's CIM technology offerings with Synchrony's
highly ranked interaction management applications.  In concert
with the acquisition of eshare communications, Inc., this
positioned divine as "an industry leader in providing solutions
for the customer interaction cycle including inbound and
outbound call management. "

      * October 2001, Intira Corporation and HostOne --
application services management providers. These acquisitions
helped make divine "a foremost provider of facilities-based
managed applications services."

      * November 2001, RoweCom, Inc. -- a global provider of
high-quality service and e-commerce solutions for purchasing and
managing print and e-content knowledge resources.

      * December 2001, Eprise Corporation -- a supplier of
content management solutions. This acquisition broadened
divine's content management solution offerings, and made it one
of the first companies to address the entire spectrum of content
management and delivery needs.  Eprise Participant Server's
industry-leading capabilities for putting content contribution
and management in the hands of business users, as well as its
ease of implementation and deployment, extended divine's ability
to supply content management solutions that fit any corporate
need.

      * December 2001, SoftMetric Inc. -- a provider of
telephone call center management software.

   -- followed by more acquisitions in 2002:

      * In January 2002, the Company acquired 100% of the stock
of Data Return Corporation, a provider of high-availability
managed hosting services. The purchase price, for the purpose of
purchase accounting for this transaction, consisted of
$8,623,000 of cash payments related to acquisition costs and
interim financing, and 2,982,028 shares of the Company's class A
common stock, with a fair value of $34,137,000. In addition, the
Company assumed or issued options and warrants to purchase
602,819 shares of the Company's class A common stock which are
included as part of the purchase price paid for Data Return. The
Black-Scholes fair value of these options and warrants was
$5,948,000.

      * In January 2002, through one of its wholly-owned
subsidiaries, the Company acquired certain assets of Northern
Light Technology LLC, a leading provider of search and content
integration solutions, in exchange for 560,106 shares of the
Company's class A common stock and the assumption of certain
liabilities of Northern Light. In addition, the Company issued
to a vendor of Northern Light a warrant to purchase up to 4,803
shares of the Company's class A common stock, at an exercise
price of $14.50 per share.

      * In February 2002, the Company acquired the 66.7% of
Perceptual Robotics, Inc. that it did not already own in
exchange for 177,108 shares of the Company's class A common
stock and $55,000 in cash.

      * In February 2002, the Company acquired the minority
interest of Net Unlimited, Inc. in exchange for 14,601 shares of
the Company's class A common stock.

      * In February 2002, the Company acquired 100% of RWT
Corporation (d/b/a RealWorld Technologies, Inc.), a leading
provider of production management and tracking software, in
exchange for 30,769 shares of the Company's class A common
stock.

      * In April 2002, the Company acquired Denalii Inc., a
provider of content management solutions for the Asian market,
in exchange for 60,190 shares of the Company's class A common
stock. The Company also provided $1,016,000 of interim financing
to Denalii. In addition, the Company granted options to purchase
a total of 19,600 shares of the Company's class A common stock
to certain continuing employees of Denalii and the Company
agreed to issue a maximum of $5,600,000 of the Company's class A
common stock if the acquired Denalii business meets certain
revenue thresholds in 2002.

      * In July 2002, the Company acquired Delano Technology
Corporation, a Toronto-based marketing solutions company
offering state-of-the-art interaction-based e-business and CRM
solutions. The purchase price, for the purpose of purchase
accounting for this transaction, consisted of $1,750,000 of
actual and estimated acquisition costs and 1,719,482 shares
of the Company's class A common stock, with a fair value of
$27,391,000. Additionally, certain of Delano's shareholders
currently hold an aggregate of 361,397 shares of Delano that are
each exchangeable for one share of the Company's class A common
stock. These shares had a fair value of $5,757,000 for purchase
accounting purposes. In addition, the Company issued options
to purchase 70,289 shares of the Company's class A common stock
to certain continuing employees of Delano. These options are
included as part of the purchase price paid for Delano, and the
Black-Scholes fair value of these options was $1,008,000.

      * In August 2002, the Company issued 1,853,756 shares of
its class A common stock to the trustee for the assets of
marchFIRST GmbH, in settlement of a promissory note with a face
value of Euro 5,369,000, which was originally delivered to the
trustee in conjunction with the Company's acquisition of certain
assets of marchFIRST GmbH in September 2001. In October 2002,
the Company entered into an agreement with the trustee
concerning his disposition of the shares. Under the agreement,
the Company paid the trustee $1,000,000 in October 2002 and
agreed to pay an additional $1,000,000 in January 2003. In
February 2003, the trustee will return to the Company any unsold
shares, and the Company will pay the trustee the difference, if
any, between the face value of the promissory note and the
sum of (1) the $2,000,000 paid to the trustee by the Company,
and (2) the net proceeds received by the trustee from his sales
of the stock.

      * In September 2002, the Company acquired Viant
Corporation, a professional services organization providing
digital business solutions and industry insight. The purchase
price, for the purpose of purchase accounting for this
transaction, consisted of $1,750,000 of actual and estimated
acquisition costs and 3,625,143 shares of the Company's class A
common stock, with a fair value of $8,600,000.


ECHOSTAR COMMS: Will Publish Fourth Quarter Results on March 4
--------------------------------------------------------------
EchoStar Communications Corporation will host its fourth-quarter
2002 earnings conference call on Tuesday, March 4, 2003, at Noon
EST.

The call will be broadcast live from EchoStar's Web site at
http://www.echostar.com The dial in number is 706/634-2460.

Jason Kiser, Treasurer of EchoStar Communications Corporation,
will host the call and will be joined by Charles Ergen, Chairman
and Chief Executive Officer, David Moskowitz, Senior Vice
President and General Counsel, and Michael McDonnell, Senior
Vice President and Chief Financial Officer.

To access the webcast of this event, go to
http://www.echostar.com then select "Investor Relations." You  
will need a multimedia computer with speakers and Microsoft's
Windows Media Player(TM). If you would like to run a test to
determine whether Microsoft's Windows Media Player(TM) is
installed on your computer, please access the Pre-Event System
Test on the website prior to the live event.

Fourth-quarter 2002 results will be released via Business Wire
and First Call at 6:00 a.m. EST on Tuesday, March 4, 2003. The
press release will also be available on the EchoStar Web site at
http://www.echostar.com

    Investor Relations Contact: Jason Kiser at 303/723-2210.
    Press Contact: Marc Lumpkin at 303/723-2020.

EchoStar Communications Corporation (Nasdaq:DISH) and its DISH
Network is a U.S. leader in offering satellite television
entertainment services to more than 8 million customers. DISH
Network provides advanced digital satellite television services
to the home, including hundreds of video, audio and data
channels, personal video recording, HDTV, international
programming, professional installation and 24-hour customer
service. EchoStar is included in the Nasdaq-100 Index and is a
Fortune 500 company. Visit EchoStar's DISH Network at
http://www.dishnetwork.com

At September 30, 2002, Echostar's balance sheet shows a total
shareholders' equity deficit of close to $1 billion.


E.DIGITAL: Company's Ability to Continue Operations Uncertain
-------------------------------------------------------------
E.Digital Corporation is incorporated under the laws of
Delaware. The Company offers engineering partnerships to
electronics companies to create portable digital devices that
can link to personal computers and the Internet. The Company
markets to Original Equipment Manufacturers complete reference
designs  (working, full-featured designs sometimes implemented
as prototypes that can be customized to a customers' preferred
look and feel or branded and sold as they are, according to the
customer's wishes) and technology platforms (basic working
technology that can be developed into a finished consumer
product, or incorporated into an existing consumer product
design) with a focus on digital music and voice player/recorders
using the latest in digital storage media (a device used to
store data) and technology. In December 2001, the Company
announced plans to brand and sell its own line of digital audio
products for consumers. In November 2002, the Company announced
plans to refocus its strategy on OEM opportunities and de-
emphasize marketing its own branded products.

The Company has incurred significant losses and negative cash
flow from operations in each of the last three years and for the
nine month period ended December 31, 2002 and has an accumulated
deficit of $64,218,771 at December 31, 2002. At December 31,
2002, the Company has a working capital deficiency of
$1,931,328. A substantial portion of the loss is attributable to
marketing costs of the Company's new products and technology,
substantial expenditures on research and development of
technologies and its attempt to brand and sell its own line of
products to consumers. The Company's operating plans, including
its plans to market to OEMs, require additional funds which may
take the form of debt or equity financings. There can be no
assurance that any additional funds will be available. The
Company's ability to continue as a going concern is in
substantial doubt and is dependent upon achieving a profitable
level of operations and obtaining additional financing.  

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining Company
operations for the next twelve months and beyond. These steps
include (a) controlling overhead and expenses; (b) expanding
sales and marketing to OEM customers and markets and (c) raising
additional capital and/or financing. There can be no assurance
the Company can successfully accomplish these steps and it is
uncertain the Company will achieve a profitable level of
operations and, if necessary, obtain additional financing.  

The Company is actively seeking additional equity financing.
There can be no assurance that any additional financings will be
available to the Company on satisfactory terms and conditions,
if at all. In the event the Company is unable to continue as a
going concern, it may elect or be required to seek protection
from its creditors by filing a voluntary petition in bankruptcy
or may be subject to an involuntary petition in bankruptcy. To
date, management has not considered this alternative, nor does
management view it as a likely occurrence.


ENCOMPASS SERVICES: Court OKs Apex Partners for Financial Advice
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates sought
and obtained the Court's authority to employ the investment-
banking firm, Apex Partners LLC, as their financial advisors and
investment bankers in connection with the divestiture of certain
non-core operations.

Gray H. Muzzy, Encompass Senior Vice President, Secretary and
General Counsel, relates that Apex is a recognized boutique
investment banking/financial advisory firm providing business
valuation and merger and acquisition advisory services to
clients in the lower middle market.  The firm has substantial
experience in the facilities services industry.  Given Apex's
background, expertise, and past representation of the Debtors
with respect to the divestiture of various operating units, Mr.
Muzzy tells the Court that Apex is both well qualified and
uniquely able to provide services in a most efficient and timely
manner.

Pursuant to its engagement with the Debtors, Apex will:

    (a) attend requested meetings;

    (b) contact potential parties to any transactions on the
        Debtors' behalf;

    (c) secure confidentiality agreements where appropriate;

    (d) assist the Debtors in negotiations and due-diligence
        reviews;

    (e) make recommendations to the Debtors throughout the
        process in regard to its options;

    (f) act as intermediary, negotiator, and financial advisor
        for the Debtors, as requested;

    (g) promptly entertain and screen all inquiries regarding a
        proposed transaction;

    (h) follow-up on all promising past and future inquiries;

    (i) attempt to structure acceptable transaction terms, which
        are tax-efficient and in the best interest of the
        Debtors and their shareholders; and

    (j) work with the Debtors' legal, tax and professionals in
        an attempt to document the desired transactions in the
        most efficient and effective manner.

To compensate for its services, the Debtors will pay Apex a
$15,000 retainer fee each month during the term of the
engagement.  The first monthly Retainer Fee will be due on the
execution of the engagement.  Additional monthly Retainer Fee
payments will be due on the first of each month beginning
January 1, 2003 for all reasonable out-of-pocket travel expenses
upon invoice of the Debtors by Apex.  The Debtors will approve
individual travel expenses greater than $700 in advance.  The
Debtors will also pay Apex a $5,000 success fee payable in cash
or wire transfer on the closing of each transaction pursuant to
a definitive written agreement.

Mr. Muzzy further informs the Court that the Debtors will
indemnify and hold harmless Apex from and against any and all
judgments, losses, claims, damages, costs, fees, expenses or
liabilities.  On request, the Debtors will also reimburse Apex
for all legal and other costs, fees and expenses as it incurred
in connection with investigating, preparing or defending a
claim. However, this is provided that that no indemnification
will be required to be paid to Apex with respect to a claim that
is finally determined by a court or in an arbitration conducted
in accordance with the engagement to have resulted from Apex's
negligence or willful misconduct.

Barry Harbour, Apex's Managing Director, assures the Court
that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any party-in-interest other than the Debtors in these
Chapter 11 cases.  Apex does not hold or represent any interest
adverse to the Debtors' estates. (Encompass Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Seeks Fifth Extension of Removal Period Until June 2
----------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
notes that the First Enron Corporation's current deadline to
file notices of removal of civil actions not subject to
automatic stay is March 3, 2003 and each subsequent Debtor's
deadline is 90 days after the previous deadline.

Since the Petition Date, Ms. Gray reports, the Debtors and their
personnel and professionals have been working diligently to
administer these Chapter 11 cases and to address a vast number
of administrative and business issues while, at the same time,
operating their business to maximize asset values and arranging
for the sale of certain of the Debtors' assets.  Hence, the
Debtors have not been able to fully evaluate the merits of
removing certain actions and require additional time to do so.

Ms. Gray asserts that the right to remove civil actions is a
valuable right that the Debtors do not want to lose
inadvertently.  Thus, by this motion, the Debtors ask the Court
to extend the Removal Period for the First Debtors to June 2,
2003 and for each Subsequent Debtor, an additional 90 days from
its deadline. (Enron Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EPICOR: Revised 2002 Results to Reflect Settlement Charge
---------------------------------------------------------
Epicor Software Corporation (Nasdaq: EPIC), a leading provider
of integrated enterprise software solutions for the midmarket,
has confirmed revised fourth quarter and fiscal year 2002
results following the settlement of claims made by a former
senior vice president of the company, as announced earlier this
week.  As previously announced, the company will incur a charge
of $4.3 million related to the settlement.  This charge will be
reflected in the company's 2002 results of operations.

The company had previously reported fourth quarter net income of
$2.1 million and a net loss of $3.0 million for the full year.  
Including the settlement charge, the company will report a net
loss of $2.1 million for the fourth quarter.  For the year 2002,
the company will report a net loss of $7.3 million.

The company anticipates breakeven to profitable operations in
the first quarter of 2003, with earnings per diluted share in
the range of $0.00 to $0.02.

Epicor is a leading provider of integrated enterprise software
solutions for midmarket companies around the world.  Founded in
1984, Epicor has over 15,000 customers and delivers end-to-end,
industry-specific solutions that enable companies to immediately
improve business operations and build competitive advantage in
today's Internet economy.  Epicor's comprehensive suite of
integrated software solutions for Customer Relationship
Management, Financials, Manufacturing, Supply Chain Management,
Professional Services Automation and Collaborative Commerce
provide the scalability and flexibility to support long-term
growth.  Epicor's solutions are complemented by a full range of
services, providing single point of accountability to promote
rapid return on investment and low total cost of ownership, now
and in the future. Epicor is headquartered in Irvine, California
and has offices and affiliates around the world.  For more
information, visit the company's Web site at
http://www.epicor.com

Epicor Software's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$12 million, while net shareholders' equity has shrunk to about
$4 million, from about $7 million as recorded in the year-ago
period.


FEDERAL-MOGUL: Plugs into Own Resources to Boost Champion Brand
---------------------------------------------------------------
Federal-Mogul Corporation is making a substantial investment in
its Toledo, Ohio, Ignition Technical Center, bringing the
ceramic development process for its Champion(R) spark
plugs in-house to increase responsiveness in a competitive
market in order to exceed customer expectations.

"The quality of spark plugs required by our original equipment
and aftermarket customers is continually increasing," said Mark
Sullivan, vice president, Ignition Products, Federal-Mogul.  "To
meet their needs, we must continually update our research and
development in ignition products and dedicate ourselves to
discovering and implementing the most innovative spark plug
designs and the most efficient production processes."

The multi-million dollar investment in the Toledo facility
includes forming a ceramic group, consisting of new equipment
and employees specializing in glass and ceramics.  The new
ceramic analysis, testing and development equipment will help
Federal-Mogul determine the most efficient materials and
processes to be used in the ceramic development process.  Some
new equipment is already in place, with the remainder expected
to arrive by the end of April.  The complete transformation of
moving this process in-house will be complete by late spring.

Richard Keller, director of sales and technology at the Toledo
facility, added, "Enhancing our technical capabilities allows
our ignition research and development group to develop new
materials and methods to produce the best ceramic possible,
capable of meeting and exceeding industry demands. Advantages
come from the face-to-face interaction between the ceramic group
and the other product and process development engineers and
employees who provide manufacturing support, as well as better
contact with our customer base."

Ceramics play a key role in spark plugs.  The ceramic material
is heated and glazed to become the insulator, the heart of the
spark plug.  The insulator electrically, thermally and
mechanically isolates the high-voltage center of the plug from
the external portion of the plug.  Considerations in developing
and producing world-class ceramic insulators include optimizing
insulator strength and durability while minimizing scrap and
overall cost.

"The ceramic development process is a very critical step in the
entire design of the spark plug," Keller said.  "It is very
important to get this step right, and bringing this process in-
house will allow us to have more control and careful watch over
the process and allow us to produce a higher quality spark plug,
more competitive in the industry today."

"Investment in our Toledo Ignition Technical Center underscores
our dedication to meeting automotive and heavy-duty industry
expectations and remaining a leader in spark plug technology,"
Sullivan said.

The Toledo Technical Center provides research and development
and technical and engineering support to all 10 Federal-Mogul
ignition manufacturing locations and other worldwide plants that
operate under license arrangements with Federal-Mogul.  Federal-
Mogul also operates an ignition technical center in Upton,
England, serving the European automotive market. Federal-Mogul
invests millions of dollars in these two technical centers to
ensure the growth of the Champion brand.

Federal-Mogul's Champion spark plugs are known throughout the
industry as "powering all" including automotive, industrial,
marine, motorsport and small engine applications.  More than 1
million Champion plugs are manufactured daily and the brand is
ranked first in the world market.

Federal-Mogul is a global supplier of automotive components and
sub-systems serving the world's original equipment manufacturers
and the aftermarket.  The company utilizes its engineering and
materials expertise, proprietary technology, manufacturing
skill, distribution flexibility and marketing power to deliver
products, brands and services of value to its customers.  
Federal-Mogul is focused on the globalization of its teams,
products and processes to bring greater opportunities for its
customers and employees, and value to its constituents.  
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries.  For more information on Federal-Mogul, visit
the company's Web site at http://www.federal-mogul.com

Federal-Mogul filed for Chapter 11 protection under the federal
bankruptcy laws on October 1, 2001 (Bankr. Del. Case No. 01-
10582).  


GENEVA STEEL: LaMacchia & Fried Resign from Board of Directors
--------------------------------------------------------------
Effective December 20, 2002, John LaMacchia resigned, citing
personal reasons, as a member of the Board of Directors of
Geneva Steel Holdings Corp., and all committees thereof.  Also,
effective January 9, 2003, Albert Fried resigned, citing
personal reasons, as a member of the Board of Directors of
Geneva Steel Holdings Corp. and all committees thereof.

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002 (Bankr. Utah Case No. 02-21455).  Andrew A.
Kress, Esq., Keith R. Murphy, Esq., and Stephen E. Garcia, Esq.
at Kaye Scholer LLP;  represent the Debtor in its restructuring
efforts. When the Company filed for protection from its
creditors, it listed $264,440,000 in total assets and
$192,875,000 in total debts.


GLOBAL CROSSING: Settles Claims Dispute with Goldin Associates
--------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that in the autumn of 1997, the Global Crossing Debtors
entered into three agreements with SmarTalk Teleservices, Inc.,
now known as Worldwide Direct Liquidation Trust.  These
agreements include:

  -- an Asset Purchase Agreement dated October 22, 1997, between
     Global Crossing North America, Inc., and SMTK NY-1 Corp., a
     wholly owned subsidiary of SmarTalk.  Pursuant to the APA,
     SMTK NY-1 Corp. purchased the GX Debtors' phone card
     business for $35,000,000;

  -- a Carrier Service Agreement dated October 22, 1997, between
     Global Crossing Bandwidth, Inc. and SmarTalk.  Pursuant to
     the CSA, the GX Debtors agreed to sell SmarTalk network
     transport and other telecommunication services; and

  -- a Transition Agreement dated December 9, 1997, pursuant to
     which the GX Debtors agreed to provide SmarTalk certain
     support services to accommodate the transfer of the prepaid
     phone card business.  The GX Debtors agreed to provide
     these services for $14,000 in monthly fee.  As of the GX
     Petition Date, SmarTalk owed the GX Debtors $149,573 in
     unpaid invoices under the Transition Agreement.

On January 19, 1999, the Worldwide Debtors filed voluntary
petitions under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.  During
the course of the Worldwide Cases, the Worldwide Debtors
rejected the CSA.

On July 14, 1999, Mr. Basta relates that the GX Debtors filed
proof of claim number 630 in the Worldwide Cases for
$24,253,530, which represented outstanding accounts receivable
under the CSA and contract damages owing to the GX Debtors from
SmarTalk's rejection of the CSA.  Specifically, Claim No. 630 is
comprised of:

  A. The SMTK Invoice Claim: A $8,372,465 claim for allegedly
     unpaid invoices under account numbers 0202876973 and
     0202866668;

  B. The Conquest Invoice Claim: A $672,945 claim for unpaid
     invoices under account number 0203111293;

  C. The Termination Fee Claim: A $3,000,000 claim allegedly due
     under Section 5(d) of the CSA;

  D. The Lost Profit Claim: A $6,851,331 claim in alleged lost
     profits resulting from the Worldwide Debtors' rejection of
     the CSA;

  E. The Transition Agreement Claim: A $149,573 claim for
     allegedly unpaid invoices issued under the Transition
     Agreement; and

  F. The Payphone Compensation Claim: A $5,690,816 contingent
     claim for alleged indemnification, reimbursement, or
     contribution rights relating to the GX Debtors' purported
     liability to certain payphone service providers.

As a result of certain regulatory decisions made by the Federal
Communication Commission after the filing of Claim No. 630, the
GX Debtors determined they would not be liable to any payphone
service providers.  Accordingly, the GX Debtors withdrew the
$5,690,816 Payphone Compensation Claim.

According to Mr. Basta, the Termination Fee Claim and the Lost
Profit Claim are both claims for damages arising from the
Worldwide Debtors' rejection of the CSA.  The Termination Fee
Claim represents liquidated damages under the CSA, while the
Lost Profit Claim represents actual damages incurred through the
rejection of the CSA.  The Worldwide Debtors challenged the
Termination Fee Claim and the Lost Profit Claim as duplicative.
The GX Debtors have subsequently decided to pursue only the
Termination Fee Claim to the exclusion of the Lost Profit Claim.
Subtracting the $5,690,816 Payphone Compensation Claim and the
$6,851,331 Lost Profit Claim, Claim No. 630 is reduced to
$11,711,383.

In the Worldwide Cases, Global Crossing North American Networks,
Inc., formerly known as Frontier Communications International,
Inc., also filed proof of claim number 631 for $14,347, which
represented additional unpaid invoices due to them under account
number 7796854.  On June 7, 2001, the Delaware Bankruptcy Court
confirmed the Worldwide Debtors' liquidating Chapter 11 plan of
reorganization, which established a liquidation trust and
appointed Goldin Associates L.L.C. as the liquidating trustee.

On March 15, 2002, Mr. Basta recounts that the Worldwide
Liquidating Trustee filed their Objection and Affirmative
Defense to the Proofs of Claim Numbers 630 and 631 filed by the
GX Debtors and challenged Claim 630 as inflated.  Moreover, in
its Claims Objection, the Worldwide Liquidating Trustee asserts
that Claim Nos. 630 and 631 must be disallowed, because the GX
Debtors received payments totaling $3,800,000 from the Worldwide
Debtors in violation of Section 547 of the Bankruptcy Code.  The
Worldwide Liquidating Trustee has stated that it will oppose any
distribution to the GX Debtors until the Preference Claim is
paid in full.

In the GX Debtors' Chapter 11 cases, the Worldwide Liquidating
Trustee filed a proof of claim for $8,509,933, which the
Worldwide Liquidating Trustee alleges to be partially secured
amounting to $3,803,462.  Included in that proof of claim is:

  -- an indemnification claim amounting to $4,209,832 for
     alleged breaches of representations and warranties related
     to the APA;

  -- a claim for $577,639, representing alleged overpayments
     made by SmarTalk before the GX Petition Date; and

  -- the Preference Claim amounting to $3,803,462.

On May 31, 2002, the Worldwide Liquidating Trustee sought relief
from this Court to pursue their claims.  On July 9, 2002, the
Global Crossing Debtors filed their objection to the request, to
which the Worldwide Liquidating Trustee filed a reply on
July 12, 2002.  The hearing to determine the Worldwide
Liquidating Trustee's Motion to Lift Stay has been adjourned
numerous times.

After arm's-length negotiations, the GX Debtors and the
Worldwide Liquidating Trustee agreed to settle all outstanding
claims. Under the Settlement Agreement, Mr. Basta explains that
the GX Debtors will have an allowed and fixed general unsecured
claim for $1,750,000 in the Worldwide Cases and the Worldwide
Liquidating Trustee will withdraw with prejudice, waive, and
release its claims against the GX Debtors.  In exchange, the GX
Debtors will, withdraw with prejudice, waive, and release their
claims against the Worldwide Liquidation Trust.

Thus, the GX Debtors ask the Court to approve their Settlement
Agreement with the Worldwide Liquidation Trustee, Goldin
Associates.

Mr. Basta informs the Court that the Settlement Agreement will
become effective after the first date after which these
conditions have all occurred:

  -- the GX Debtors and the Worldwide Liquidating Trustee have
     executed and delivered the Settlement Agreement; and

  -- the Delaware Bankruptcy Court and this Court have each
     entered a final order pursuant to Rule 9019 of the Federal
     Rules of Bankruptcy Procedure approving the Settlement
     Agreement.

Mr. Basta contends that the Settlement Agreement is fair and
falls well within the range of reasonableness as the GX Debtors
will receive a $1,750,000 allowed and fixed general unsecured
claim in the Worldwide Cases.  According to the distribution
schedule under the Worldwide Plan, the GX Debtors anticipate
receiving payment for their claim in early 2003.  The Worldwide
Liquidation Trust has already distributed $0.30 per dollar to
holders of allowed claims.  Therefore, after allowance of their
claims, the GX Debtors will receive a $525,000 distribution.
Additional distributions are possible, depending on the outcome
of various litigation commenced by the Worldwide Liquidation
Trust.  Absent the Settlement Agreement, the GX Debtors would be
required to wait until the end of the claims resolution process
to receive any distribution from the Worldwide Liquidation
Trust.

Furthermore, Mr. Basta points out that the Worldwide Liquidating
Trustee agrees to withdraw, waive, and release the Preference
Claim amounting to $3,803,462, the Overpayment Claim amounting
to $577,639, and the Indemnification Claim amounting to
$4,209,832. The withdrawal, waiver, and release of these claims
save the GX Debtors significant amounts of money that would be
needed to litigate these claims and satisfy them. (Global
Crossing Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Global Crossing Holdings' 9.625% bonds due 2008 (GBLX08USR1) are
trading at about 3 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GLOBALSTAR: Lender Group Agree to Provide $10MM DIP Financing
-------------------------------------------------------------
Globalstar, the world's most widely-used handheld satellite
phone service, has reached a preliminary agreement with a group
of five lenders, who will provide interim debtor-in-possession
financing to Globalstar, subject to court approval.

Under the terms of the agreement, the consortium of five lenders
will make a total of $10 million available to Globalstar, giving
the company necessary working capital while it moves toward a
final restructuring plan that would allow it to emerge from
Chapter 11 protection later this year. The five lenders
providing the DIP financing are: Blue River Capital LLC;
Columbia Ventures Corporation; ICO Investment Corp.; Iridium
Investors, LLC; and Loeb Partners Corp. Three of the lenders are
members of the Official Committee of Unsecured Creditors of
Globalstar.

"The recent ruling by the FCC, allowing us to implement an
integrated satellite and terrestrial wireless system in the
future, was a significant development for our business," said
Olof Lundberg, chairman of Globalstar. "We believe that this
ruling, together with our record of continuing growth despite
challenging circumstances, has helped to attract the interest of
potential new investors, and that this new financing agreement
will be an important step toward our successful emergence from
bankruptcy.

"This DIP financing will give us time to initiate an efficient,
transparent process for seeking the best final offer for
ultimate ownership of our business. This will help to assure
that we maximize value for our stakeholders and provide the
strongest possible platform for the new Globalstar," Mr.
Lundberg added.

The new DIP financing motion was filed with the U.S. Bankruptcy
Court in Delaware on February 14. Once the motion is reviewed
and approved by the court, the funds will be made available to
Globalstar. In the meantime, the company is moving ahead to
establish a bidding process that will select the most favorable
final investment offer for the company. The bidding process is
expected to be completed during the second quarter of this year.

                         Background

Blue River Capital LLC is an investment company based in New
York, NY.

Columbia Ventures Corporation is an international investment
company, based in Vancouver, WA, with interests in aluminum
smelting and recycling.

ICO Investment Corp., is a subsidiary of ICO Global
Communications (Holdings) Limited, a global telecommunications
company.

Iridium Investments LLC is a private investment company that
represents some of the current investors in Iridium Satellite
LLC, another mobile satellite service company.

Loeb Partners Corp., is a member of a family of privately owned
financial service companies, based in New York, NY.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com


GREAT LAKES AVIATION: January Revenue Passenger Miles Up 7.7%
-------------------------------------------------------------
Great Lakes Aviation, Ltd., (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of January.

Scheduled service generated 8,827,000 revenue passenger miles, a
7.7 percent decrease from the same month last year.  Available
seat miles decreased 4.5 percent to 28,954,000.  As a result,
load factor decreased 1.0 point to 30.5 percent.  Passengers
carried decreased 11.4 percent compared to January 2002 to
32,842.

Traffic and capacity reductions during the course of the last  
twelve months reflect discontinued service by the company at
Muskegon, Manistee, Ironwood, and Iron Mountain, Michigan.

As of February 1, 2003, Great Lakes is providing scheduled
passenger service at 45 airports in fifteen states with a fleet
of Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 186 weekday flights are scheduled at four
hubs, with 168 flights at Denver, 8 flights at Chicago - O'Hare
International Airport, 10 flights at Minneapolis/St. Paul,
and 6 flights at Phoenix.  All scheduled flights are operated
under the Great Lakes Airlines marketing identity in conjunction
with code-share agreements with United Airlines and Frontier
Airlines.

Additional information is available on the company Web site that
may be accessed at http://www.greatlakesav.com

Great Lakes' September 30, 2002 balance sheet shows a working
capital deficit of about $120 million, and a total shareholders'
equity deficit of about $24 million.


HUMAN GENOME: Full-Year 2002 Net Loss Jumps to $220 Million
-----------------------------------------------------------
Human Genome Sciences, Inc., (Nasdaq: HGSI) announced financial
results for the quarter and full year periods ended December 31,
2002 and provided guidance for the financial results anticipated
for the year 2003.

The Company's pro forma net loss for the year 2002 was $173.3
million.  This compares to the pro forma net loss for 2001 of
$90.9 million.

The Company's pro forma net loss for the full year 2002 excludes
a one-time, non-cash charge of $32.2 million, relating to a
write-down of the value of common shares purchased in 2000 from
Cambridge Antibody Technology plc, as part of the Company's
previous antibody collaboration agreement, and a one-time charge
to Research and Development of $14.2 million associated with the
previous design of the Large Scale Manufacturing Facility, which
is being modified to increase capacity and simplify the design.  
The modified design likely will result in a reduction in the
total cost of the facility.

The pro forma net loss for the full year of 2001 excludes a one-
time, non-cash charge of $22.3 million relating to a write-down
of the value of common shares received from Transgene, S.A. at
the formation of a February 1998 collaboration, and debt
conversion expenses  of $3.9 million associated with the
conversion of $28.6 million of convertible notes to equity.

The Company's actual net loss, in conformity with Generally
Accepted Accounting Principles (GAAP), for the twelve months
ended December 31, 2002, was $219.7 million.  This compares to
the actual net loss for the year-earlier period of $117.2
million.

Total revenues in 2002 were $3.6 million, compared to $12.8
million for the year-earlier period.  The decrease in revenues
is due primarily to the expiration of the exclusive aspects of
the Company's Human Gene Therapeutic Consortium on June 30,
2001, which completed the Consortium members' initial payment
obligations.

For the quarter ended December 31, 2002, the Company's pro forma
net loss was $45.6 million, which excludes a one-time charge of
$14.2 million, noted above related to the change in the design
of the Large Scale Manufacturing Facility.  This compares to the
proforma net loss for the year-earlier period of $32.9 million,
which excludes a non-cash, one-time write-down of the investment
in shares of Transgene, noted above, of $22.3 millione.

For the quarter ended December 31, 2002, the Company's actual
net loss, in conformity with GAAP, was $59.8 million, or $0.46
per share.  This compares to the actual net loss for the year-
earlier period of $55.2 million.

Total revenues for the quarter ended December 31, 2002 were $0.6
million, which was the same amount as the revenue for the same
period of the previous year.

Human Genome Sciences' operating costs increased during the
twelve-month and three-month periods as compared to the year-
earlier periods primarily due to increased manufacturing
activities, increased investment in the Company's drugs in
clinical and preclinical development and increased patent-
related activities.

At December 31, 2002, cash and short-term investments totaled
$1.49 billion, including $205.4 million of restricted
investments.  This compares to $1.69 billion, including $144.9
million of restricted investments at December 31, 2001.  The
increase in restricted investments is related to lease
financing arrangements for the Company's corporate, R&D and
manufacturing facilities.

As of December 31, 2002, there were approximately 128.9 million
shares of Human Genome Sciences common stock outstanding.

William A. Haseltine, Ph.D., Chairman and Chief Executive
Officer, said, "The past year was an important year in the
progress of Human Genome Sciences. We have eight drugs in
clinical trials.  We continue to expand our manufacturing and
clinical development capabilities.  We have a strong financial
position.  We look forward to significant clinical development
milestones for a number of our products in 2003."

Steven C. Mayer, Senior Vice President and Chief Financial
Officer, said, "We are pleased to end 2002 in a strong financial
position.  The strength of our balance sheet results from
several successful financings completed in 1999 and 2000.  We
have no significant debt repayment obligations until 2007.  We
believe that the Company's cash reserves are sufficient to cover
our operating expenses over the next several years."

                      2002 Highlights
Products

During 2002, Human Genome Sciences continued to advance its
eight drugs in clinical development:

    Albuferon(TM)-alpha:  Results from a Phase 1 clinical trial
demonstrate that Albuferon-alpha is well tolerated, has a
prolonged half-life and is biologically active in patients with
chronic hepatitis C.  Human Genome Sciences is continuing to
evaluate Albuferon-alpha's safety, tolerability and pharmacology
at higher doses under an amended protocol designed to seek the
maximum biological response that can be achieved at a tolerable
dose.

    Albutropin(TM):  A Phase 1 clinical trial of Albutropin is
complete.  Data from this trial show that Albutropin is well
tolerated and is biologically active in adult patients with
growth hormone deficiency.  Albutropin remains in the blood
substantially longer than is reported for recombinant native
human growth hormone.  During 2003, the Company plans to  
initiate a Phase 2 trial of Albutropin in adults with growth
hormone deficiency and a Phase 1/2 trial of Albutropin in
children with growth retardation due to growth hormone
deficiency.

    BLyS(TM):  Results from a Phase 1 clinical trial to evaluate
the safety and pharmacology of BLyS (B-lymphocyte stimulator) in
patients with common variable immunodeficiency (CVID)
demonstrate that BLyS is safe and well tolerated.  BLyS also is
the subject of an ongoing Phase 1 clinical trial to evaluate its
potential as a treatment for an immune disorder known as
immunoglobulin-A (IgA) deficiency.

    Repifermin:  The Company completed randomization of 352
patients into a double-blind placebo-controlled Phase 2b
clinical trial of topically administered repifermin for the
treatment of chronic venous ulcers.  Human Genome Sciences
expects to complete the treatment and follow-up phase of the
Phase 2b protocol and to have results available before the end
of 2003. Decisions regarding the appropriate design of a pivotal
Phase 3 trial will be made following analysis of data from the
Phase 2b trial.

    LymphoStat-B(TM):  Human Genome Sciences completed patient
enrollment in a Phase 1 clinical trial to evaluate the safety
and pharmacology of LymphoStat-B (human monoclonal antibody to
B-lymphocyte stimulator, BLyS) in patients with systemic lupus
erythematosus.  The Company is in the process of completing the
treatment and follow-up phases of the trial and anticipates
having results available during the first half of 2003.

    LymphoRad(TM)(131):  The Company initiated Phase 1 clinical
trials to evaluate the safety and pharmacology of
LymphoRad(131).  The first trial is focused on patients with
multiple myeloma.  Enrollment is expected to continue throughout
2003 and into 2004.

    Albuleukin(TM):  Human Genome Sciences initiated Phase 1
clinical trials to evaluate the safety and pharmacology of
Albuleukin in patients with solid tumor cancers.

    TRAIL-R1 monoclonal antibody:  Human Genome Sciences
initiated Phase 1 clinical trials to evaluate the safety and
pharmacology of TRAIL-R1 mAb in patients with advanced tumors.

Pipeline

Human Genome Sciences has a broad pipeline of compounds in
preclinical development, including novel human protein and
antibody drugs discovered through the Company's genomics-based
research, and new improved long-acting versions of existing
proteins created using the Company's proprietary albumin fusion
technology.

Human Genome Sciences' drug candidates fall into several
therapeutic areas including oncology, immunology,
endocrinology/metabolism and infectious disease.

In addition, Human Genome Sciences has initiated a number of
research programs related to biodefense.  Human Genome Sciences
is using its protein and antibody drug development capabilities
to develop therapeutic candidates to address microbial targets
including anthrax and other infectious agents.

Partnerships

During 2002, partnerships continued to make important
contributions to Human Genome Sciences' progress.

    GlaxoSmithKline:  During 2002, the Company received a
clinical milestone payment from GlaxoSmithKline, related to the
initiation of Phase 1 clinical trials of a new compound, SB-
462795, to evaluate its potential use in the treatment of
patients with osteoporosis.  This is the second genomics-derived
drug discovered by GlaxoSmithKline using Human Genome Sciences'
technology to enter human trials.  The first drug, announced in
2001, is an inhibitor of lipoprotein-associated phospholipase A2
(Lp-PLA2), an enzyme associated with formation of
atherosclerotic plaques.  Lp-PLA2 is being studied for use in
cardiovascular disease and is now in Phase 2 clinical trials.  
Both SB-462795 and Lp-PLA2 inhibitor are small-molecule
compounds.

   Human Genome Sciences is entitled to receive additional
milestone payments if these drugs move into registration, and
will receive royalties if the drugs are commercialized.  The
Company also has an option to co-promote commercialized drugs in
North America and Europe.

    Schering-Plough:  The Company entered into an agreement
during 2002 with Schering-Plough Corporation under which
Schering-Plough acquired exclusive rights to develop and
commercialize two human antibodies from Human Genome Sciences'
technology.  The Company will receive milestone payments and
royalties on sales of products that may result from research on
each of the two antibodies.  Under the terms of a prior Human
Gene Therapeutic Consortium agreement, Schering-Plough had
options to two therapeutic proteins discovered by Human Genome
Sciences.  In October 2000, Human Genome Sciences announced
that Schering-Plough exercised its option to develop and
commercialize a novel type of interferon.  Under the terms of
the new agreement reached in 2002, Schering-Plough was granted
exclusive rights to the use of two human antigens as targets for
the development and commercialization of antibody drugs in lieu
of its remaining option to exclusive rights to a second
therapeutic protein. The 2002 agreement therefore satisfies the
remaining Human Genome Sciences obligations to Schering-Plough.

    Takeda:  Takeda Chemical Industries, Ltd. exercised its
option to develop and commercialize TRAIL-R1 mAb in Japan.  
Human Genome Sciences retains development and commercialization
rights to TRAIL-R1 mAb in North America, Europe and the rest of
the world.  As expected, Takeda has discontinued development of
mirostipen in Japan.  According to the terms of a June 1995
agreement, Takeda was granted an exclusive option to license a
limited number of Human Genome Sciences products for development
and sale in Japan.  Takeda has paid Human Genome Sciences an
option fee for these rights, and will pay milestone and royalty
payments to Human Genome Sciences for each product developed and
brought to market in Japan.

    In addition to Human Genome Sciences, GlaxoSmithKline,
Schering-Plough and Takeda, the Human Gene Therapeutic
Consortium included Merck KGaA and Sanofi-Synthelabo.  The
initial term of the Human Gene Therapeutic Consortium agreements
expired on June 30, 2001.  Under the Consortium agreements, work
already initiated prior to the expiration can be continued if
consortium
members provide evidence of continued diligence, but no new use
of Human Genome Sciences' technology is permitted.  The
Company's partners in the Human Gene Therapeutic Consortium have
identified a large number of research programs for the creation
of small molecule, protein and antibody drugs, involving many
different genes.

    Cambridge Antibody Technology:  Human Genome Sciences
exercised two options to enter into exclusive development
partnership agreements with Cambridge Antibody Technology plc.  
These agreements are focused on human monoclonal antibodies to
TRAIL Receptor-1 and TRAIL Receptor- 2 (TRAIL-R2).  Both
antibodies are being evaluated as anticancer drugs by Human
Genome Sciences.  TRAIL-R1 and TRAIL-R2 are found on the surface
of a number of solid and hematopoietic cancer cells.  Under the
terms of a prior agreement, Human Genome Sciences has the right
to use CAT's antibody technology to develop and sell human
antibodies for therapeutic and diagnostic purposes.  In return,
CAT is entitled to receive from Human Genome Sciences license
fees, clinical development milestones and royalties on sales of
products derived from CAT's technology.

    Kirin:  Human Genome Sciences signed a license agreement
with the Pharmaceutical Division of Kirin Brewery Company, Ltd.,
under which the two companies will collaborate on the
development and commercialization of agonistic human monoclonal
antibodies to TRAIL Receptor-2.  Under the terms of the
agreement, the companies will work together to identify and
optimize the best candidate to enter into clinical development.  
Kirin will develop and commercialize any resulting drug in Japan
and Asia/Australasia.  Human Genome Sciences will develop and
commercialize any resulting drug in North America, Europe and
the rest of the world.  Kirin will pay milestone payments and
royalties to Human Genome Sciences for any TRAIL-R2 mAb product
that is developed and marketed in Japan and Asia/Australasia.  
Human Genome Sciences will pay royalties to Kirin for any
product based on the Kirin TRAIL-R2 mAb that is developed and
marketed in North America, Europe and the rest of the world.  
The agreement with Kirin also gives Human Genome Sciences the
opportunity to study the Kirin antibodies to TRAIL-R2 alongside
the Company's own antibody to determine the optimal drug
candidate to advance through clinical development.

    Corautus Genetics:  Human Genome Sciences holds an equity
interest of approximately fifteen percent in Corautus Genetics
Inc. (Amex: CAQ), a new company that resulted from the merger of
Vascular Genetics Inc. and GenStar Therapeutics.  Corautus
Genetics holds an exclusive license in the field of gene therapy
for Human Genome Sciences' VEGF-2 gene (a license previously
held by VGI).  Human Genome Sciences will be entitled to receive
up to a ten percent royalty on net sales of any product brought
to market by Corautus Genetics that is based on the VEGF-2 gene.

                   Finances and Capital Projects

Financial Guidance for 2003

Human Genome Sciences provides the following guidance regarding
financial results for the full year 2003:

    * The Company expects that total operating costs and
      expenses will increase by approximately 10 percent in 2003
      over 2002.

    * The Company expects to earn interest income of
      approximately $35.0 million on its cash balances during
      2003, net of interest expense.

Actual results may vary significantly depending on various
factors, including particularly, increases in the Company's
revenues and additional expenses or charges, as well as changes
in shares outstanding associated with or caused by future
alliances, acquisitions, financing transactions or note
conversions.  In addition, depending on market and interest rate
conditions, the Company is exploring, and, from time to time,
may take, actions to strengthen further its financial position,
including the restructure of outstanding lease obligations in
order to reduce its restricted cash and the repurchase or
restructure of some or all of its outstanding convertible debt
instruments.

              Facilities and Capital Projects

At the end of 2002, Human Genome Sciences occupied approximately
682,000 square feet of laboratory, clinical production and
office space in 12 buildings, all located in Rockville,
Maryland.  Three capital construction projects are located less
than one mile from the Company's existing location. When
completed, these facilities will house Human Genome Sciences'
expanding activities and employee base.

Research Center

The Research Center, located at 9800 Medical Center Drive,
consists of three buildings that house research and development
labs and offices on an 18-acre site.  The conversion of office
space into additional laboratory space within the buildings has
been completed within budget and on schedule.  The three
buildings are now fully occupied.  Construction of a fourth
building, to house a Biological Sciences Facility and a
materials management and storage area, is underway and
proceeding within budget and on schedule.

                   New R&D/Corporate Campus
             and Large Scale Manufacturing Plant

When completed, the new Research & Development/Corporate campus,
known as the Traville campus, will house additional clinical
manufacturing capability, a portion of the Company's research
and development staff and the corporate and administrative
departments.  The first phase of the Traville campus will
consist of three buildings.  Construction on the Traville campus
is proceeding on schedule and on budget.  We anticipate moving
into this campus during the third quarter of 2003.

Human Genome Sciences has nearly finalized the re-design of the
Large Scale Manufacturing Plant.  Upon completion, it will be
capable of producing novel human protein and antibody drugs and
will have the capacity to produce several drugs at a time in
commercial quantities.  The design was modified based on an
assessment of the production requirements for products currently
in clinical development, reflecting an increased need for
mammalian protein production capacity related to the continuing
progress of the Company's antibody product candidates.  This
modified design is expected to result in a $75.0 million to
$100.0 million reduction in the total cost of the facility, and
will delay the construction schedule.  In the fourth quarter,
the Company recorded a charge for construction design changes,
included within Total Research and Development costs, of $14.2
million for costs associated with the previous design.

Human Genome Sciences agreed to use a portion of its investment
securities as collateral for the financing arrangements for
these facilities.  The amount of collateral will increase as
funds are used to finance the construction of facilities.  
Because of the redesign, this amount is $75.0 million to $100.0
million less than previously estimated.

The Company has the option to buy the facilities at each of the
three projects at the end of the respective lease periods.

In addition, the Financial Accounting Standards Board (FASB) has
recently announced changes in accounting standards that may
require a change in how Human Genome Sciences accounts for
certain lease financings.  None of these accounting changes
should affect the availability of the Company's cash and short-
term investments.  In light of this possibility, as well as
other factors related to the improvement and construction of
facilities, the Company is exploring a range of refinancing
options.  These may or may not result in a change of accounting
treatment for these transactions.

Human Genome Sciences is a company with the mission to treat and
cure disease by bringing new gene-based drugs to patients.

For additional information on Human Genome Sciences, Inc., visit
the company's Web site at http://www.hgsi.com

Human Genome Sciences' 5.000% bonds due 2007 are currently
trading at about 71 cents-on-the-dollar.


IMPERIAL SUGAR: Metropolitan Life Discloses 5.2% Equity Stake
-------------------------------------------------------------
MetLife (Metropolitan Life Insurance Co.) beneficially owns
524,719.40 shares of the common stock of Imperial Sugar Company,
representing 5.2% of the outstanding common stock of Imperial
Sugar.  MetLife holds shared powers of voting and disposition of
the stock held.

The Imperial Sugar Company is one of the largest processors and
marketers of refined sugar in the United States and a major
distributor to the foodservice market. Imperial Sugar is a name
recognized and trusted in the food industry for more than 150
years, as the company's history dates back to the mid-1800s.
With packaging and refining facilities across the nation, the
company markets products nationally under the Imperial(R), Dixie
Crystals(R), Spreckels(R), Pioneer(R), Holly(R), Diamond
Crystal(R) and Wholesome Sweeteners(TM) brands. Additional
information about Imperial Sugar may be found on its Web site at
http://www.imperialsugar.com  

As reported in Troubled Company Reporter's January 22, 2003
edition, Imperial Sugar Company said it completed the sale of
its Diamond Crystal Brands foodservice business to Hormel Foods
Corporation on December 30, 2002. The sale of DCB was structured
as a sale of the stock of the Company's Diamond Crystal Brands,
Inc., and Diamond Crystal Holdings, Inc., subsidiaries. The
purchase price for DCB was $115 million in cash, subject to
certain post-closing adjustments. Of this amount, $1 million was
placed in escrow pending a post-closing adjustment based on
working capital and $9.2 million was placed in a 24-month escrow
to secure certain possible indemnity claims. The remaining net
proceeds were used primarily to pay down debt on existing credit
facilities. The sale price was determined based on arms length
negotiations.

In another previous report, the Company's officials said that
these asset sale actions were necessary to create a strong
balance sheet and to adapt to the current industry environment
by helping to reduce costs and increase the company's efficiency
overall. Proceeds from the sale would be used to pay down debt.


INTEGRATED HEALTH: Rotech Secures More Time to Challenge Claims
---------------------------------------------------------------
The Reorganized Rotech Debtors obtained the Court's approval
extending the Claims Objection Deadline in these chapter 11
cases for 90 days, through and including April 22, 2003.  

As previously reported, the deadline originally established by
the Rotech Plan to file objections to Claims was July 24, 2002.  
On November 11, 2002, the Court extended the deadline to file
objections as per the Rotech Debtors' request to January 22,
2003.  While the claims administration process was largely
complete, there were still disputed Claims that have not been
resolved or litigated and the Reorganized Rotech Debtors
intended to complete a final review of the claims register to
determine if any additional objections need to be filed.
(Integrated Health Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


IT GROUP: River Park Sues Debtors for Breach of Services Pact
-------------------------------------------------------------
River Park Business Center, Inc., a Delaware corporation, seek
to recover the damages it suffered as a result of The IT Group,
Inc., and its debtor-affiliates' material breach of a services
agreement as well as another breach of a guaranty related to the
services agreement.

River Park is a real estate developer and owner of Whippany
Paper Board Landfill in New Jersey.  River Park is a party to a
ground lease with Tiffany & Company, as tenant, dated
November 29, 2000. The Ground Lease required River Park to
perform all work related to a certain Major Disruption of
Landfill Permit, which was issued by the New Jersey Department
of Environmental Protection and procured by River Park so that
River Park and Tiffany could construct improvements on the
Landfill.

To fulfill its obligations to Tiffany under the Ground Lease, on
September 18, 2001, River Park entered into a services agreement
with IT Corporation.  The Services Agreement called for IT
Corporation to perform a variety of construction work on the
Whippany Paper Board Landfill -- to monitor the safety of the
site and to ensure compliance with all environmental
regulations. IT Corporation's duties also included excavating
waste material, stockpiling usable material, and dust and odor
control.

Donna Harris, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, reports that IT Corporation's performance
under the Services Agreement was materially deficient.  IT
Corporation made a barrage of contract breaches forcing River
Park to incur costs to revise the site plan.  IT Corporation's
repeated breaches of the Service Agreement include:

  (a) failing to excavate and re-use 24,000 cubic yards of
      overburden in accordance with the Services Agreement.
      This required River Park to incur $150,000 in additional
      costs to excavate the material, to move the material about
      the site as construction was being performed and,
      ultimately, to obtain the right to leave it under an
      amended permit from the NJDEP;

  (b) mismanaging soils and structural fill, allowing it to
      become too wet to use in accordance with the contract
      specifications.  River Park was forced to expend $300,000
      to import crushed concrete to meet the contract
      requirements;

  (c) importing a surplus of unmanageable soils to the job site
      and then exacerbating the situation further by failing to
      properly place the material, thus compromising the
      structural fill and rendering it unsuitable for use.
      River Park incurred $300,000 to remedy the situation;

  (d) contaminating 29,000 cubic yards of soil with trash.  This
      forced River Park to expend $1,000,000 to handle, clean,
      and prepare to transport the contaminated material;

  (e) improperly backfilling soils in the southeastern portion
      of the Landfill.  River Park was prompted to release
      $450,000 to remedy a resulting structural deficiency and
      to dispose of deleterious and waste materials, which was
      placed in the area;

  (f) improperly overfilling the Landfill by 30,000 cubic yards
      and left other materials on the site.  River Park expended
      $500,000 in cost to handle the excess material and to
      obtain modification to the NJDEP Permit in order to
      increase the allowed height of the Landfill by six feet so
      that the material can be permanently placed on the site;

  (g) damaging heavy equipment that River Park supplied.  River
      Park shelled out $25,000 to repair or replace the
      equipment;

  (h) placing the project eight months behind schedule causing
      River Park to incur $160,000 in delay costs;

  (i) failing to pay certain vendors.  River Park was forced to
      pay those vendors $140,438 to enable the project to be
      completed.  The vendors also asserted $316,613 in liens
      against the Landfill; and

  (j) causing River Park to reimburse Tiffany's expenses and
      actual damages related to the Landfill.  Tiffany had
      complained that IT Corporation's breaches have caused
      delays and incursion of various fees, severely damaging
      its operations.

Despite River Park's demand, IT Corporation refused to remedy
its default.  Thus, after an exchange of letters and several
meetings, the parties agreed to terminate the Services Agreement
on January 25, 2002.  River Park immediately hired Parsons
Engineering Science Companies to complete IT Corporation's work.

IT Corporation filed a lien for $1,742,638 on the Landfill
notwithstanding its defaults.  According to Ms. Harris, the
Ground Lease required River Park to deposit certain funds in
escrow, which it did.  Pursuant to the Ground Lease, the funds
may be withdrawn from escrow on the completion of the work,
unless a lien has been filed against the Landfill.  The work is
now nearing completion.  However, Ms. Harris relates that
because of the Lien, River Park is contractually prohibited from
withdrawing the funds from escrow.  "Each day that the Lien
continues in place past the imminent completion date will cause
River Park additional damages in the form of lost interest
income.  Moreover, River Park may be forced to incur costs to
discharge the Lien," Ms. Harris says.

Accordingly, River Park asks the Court to:

  (1) enter a judgment in its favor in an amount to be
      determined at trial -- but in no event less than
      $3,342,051, plus any costs necessary to discharge the
      Lien; and

  (2) determine and declare that IT Corporation must pay all
      outstanding and future liens on the property. (IT Group
      Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)  


KAISER: Futures Representative Gets Nod to ARPC as Consultants
--------------------------------------------------------------
Martin J. Murphy, Esq., the legal representative for future
asbestos-related personal injury claims, needs professionals to
perform assessments of Kaiser Aluminum Corporation and its
debtor-affiliates' asbestos-related liabilities. Accordingly,
the Futures Representative sought and obtained the Court's
authority to retain Analysis, Research & Planning Corporation as
claims evaluation consultants, nunc pro tunc to December 19,
2002.

In particular, ARPC will:

  (a) estimate the number and value -- in total and by disease
      -- of present and future asbestos-related claims and
      demands for each of the Debtors and their non-debtor
      subsidiaries;

  (b) develop claims procedures to be used in the development of
      financial models of the assets of and payments by a claims
      resolution trust;

  (c) analyze and respond to issues relating to the
      establishment of one or more bar dates with respect to the
      filing of asbestos-related claims;

  (d) analyze and respond to issues relating to notice
      procedures concerning asbestos-related claimants and
      assist in the development of the notice procedures;

  (e) assess proposals made by the Debtors, the Committees or
      other parties-in-interest, including, and without
      limitation, proposals from the Debtors and the Committees
      regarding, inter alia, the estimation of claims and
      demands and the formulation of a claims resolution trust
      pursuant to Section 524(g) of the Bankruptcy Code;

  (f) assist the Futures Representative in negotiations with the
      Debtors, the Committees and other parties-in-interest
      regarding the claims estimation;

  (g) render expert testimony as required by the Futures
      Representative;

  (h) assist the Futures Representative in the preparation of
      testimony or reports by other experts and consultants;

  (i) obtain all previously filed public data regarding the
      estimations against other defendants in asbestos-related
      proceedings;

  (j) analyze and evaluate other ongoing asbestos-related
      litigations, including, if necessary, tobacco-related
      litigations; and

  (k) provide other advisory services as may be requested by the
      Futures Representative from time to time.

The Futures Representative believes that ARPC is well suited to
provide claims consulting services.  ARPC is a consulting firm
with a broad national and international practice.  Over the past
20 years, the firm's professionals have provided claims
evaluation and liability assessment services in many of the
largest personal injury and property damage cases in United
States' history.  ARPC's professionals have been retained by
each of the existing asbestos personal injury trusts to perform
assessments of the liabilities facing the trusts and provide
claims management consulting services: Amatex Asbestos Trust;
Manville Personal Injury Settlement Trust; Pacor Trust; Fuller-
Austin Asbestos Trust; UNR Asbestos-Disease Claims Trust;
National Gypsum Corporation Settlement Trust; Celotex Asbestos
Settlement Trust and the Eagle-Picher Personal Injury Settlement
Trust.  ARPC currently serves as the claims evaluation
consultant to the legal representative for future claimants in
In re The Babcock & Wilcox Company; In re Armstrong World
Industries; In re USG Corporation; In re Federal-Mogul; and In
re Pittsburgh Corning Corporation.

ARPC will be compensated for its services pursuant to its normal
billing practices plus reimbursement of actual necessary
expenses.  The hourly rates for ARPC Professionals are:

                 Professional              Rate
                 ------------              ----
                 Principals            $350 - 450
                 Senior Consultants     250 - 350
                 Consultants            180 - 250
                 Analysts               125 - 200

B. Thomas Florence, a principal at ARPC, assures Judge
Fitzgerald that that his firm does not have or represent any
interest materially adverse to the interests of the Debtors or
their estates, creditors or equity interest holders.  ARPC is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code. (Kaiser Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

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


KENTUCKY ELECTRIC: Names William J. Jessie as President and COO
---------------------------------------------------------------
Kentucky Electric Steel, Inc., announced that the Board of
Directors had accepted the resignation of Jack Mehalko from his
position as Interim Chief Executive Officer. The Company also
announced that the Board of Directors has appointed William J.
Jessie as President and Chief Operations Officer effective
immediately.  Mr. Jessie will retain his duties as Vice
President and Chief Financial Officer.

As previously reported, the shut down of the Company's
production facilities has been implemented and on February 5,
2003, the Company filed for bankruptcy protection under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Kentucky (Bankr. Case No.
03-10078).  Jeffrey L. Zackerman, Esq., Kyle R. Grubbs, Esq.,
and Ronald E. Gold, Esq. at Frost Brown Todd LLC represent the
Company.

The Company intends to focus on an orderly sale of its assets to
maximize the value for all its creditors while in bankruptcy.
The Company has reached agreement with its senior secured
lenders regarding use of cash collateral while in Chapter 11.
The Company does not anticipate that any proceeds from the
disposition of its assets will be distributed to its
stockholders.

The Company also stated that its annual shareholders meeting
scheduled for February 25, 2003 had been indefinitely postponed.


KEY3MEDIA: UST Appoints 5-Member Unsecured Creditors' Committee
---------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region 3
appoints creditors among the largest unsecured creditors of
Key3Media Group, Inc., and its debtor-affiliates to compose the
Official Committee of Unsecured Creditors.  The five appointees
are:

  1. The Bank of New York as Indenture Trustee
     Attn: Martin Feig, Vice President
     101 Barclay St., 8 West, New York, NY 10286
     Tel: 212-815-5383, Fax: 212-815-5131;

  2. Franklin Advisors, Inc.
     Attn: Richard L. Kuersteiner, Associate General Counsel,
     One Franklin Parkway, San Mateo, CA 94403
     Tel: 650-312-4525, Fax: 650-525-7141;

  3. Mackay Shields, LLC
     Attn: Jordan Teramo, 9 West 57th St.
     New York, NY 10019
     Tel: 212-230-3918, Fax: 212-754-9187;

  4. Teachers Insurance and Annuity Association (TIAA)
     Attn: Ho-Young Lee
     730 Third Avenue, New York, NY 10017
     Tel: 212-916-6695, Fax: 212-916-6140; and

  5. GES Exposition Services, Inc.
     Attn: Mary Catherine Sexton
     950 Grier Dr., Las Vegas, NV 89052
     Tel: 702-263-1510, Fax: 702-263-2736.

Key3Media Group, Inc.'s business consists of the production,
management and promotion of a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company filed for chapter 11 protection on
February 3, 2003 (Bankr. Del. Case No. 03-10323).  John Henry
Knight, Esq., and Rebecca Lee Scalio, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $241,202,000 in total assets and
$441,033,000 in total debts.


KMART CORP: Walks Away from Wallace Computer Service Agreement
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
the Court's approval to reject a facilities management services
agreement with Wallace Computer Services, Inc., effective as of
January 31, 2003.

The Debtors entered into the services agreement with Wallace on
November 1, 1995.  Pursuant to the Agreement, Wallace
manufactures various forms for use in the Kmart store
operations, including, employment applications and rain checks.  
Wallace also agreed to warehouse the forms, as well as  
distribute them as needed to various store locations.  The
Debtors pay Wallace $2,000,000 annually for the services.

The Debtors have decided to obtain the same services from
another supplier.  Therefore, Wallace's services are no longer
needed in the Debtors' operations and the burdens of the
Agreement outweigh the benefits. (Kmart Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LERNOUT & HAUSPIE: Court Clears Smith Katzenstein's Engagement
--------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. obtained Judge Wizmur's
authority to employ Smith Katzenstein & Furlow LLP, nunc pro
tunc to November 26, 2002, to act as the estate's counsel only
for the commencement and prosecution of avoidance actions in
which L&H NV's bankruptcy counsel cannot act for the estate due
to ethical conflicts of interest.

SKF will charge the Debtors on an hourly basis in accordance
with its standard hourly rates in effect on the date the
services are rendered. The SKF attorneys who will primarily
represent L&H NV, and their standard hourly rates, are:

        Professional            Position      Hourly Rate
        ------------            --------      -----------
        Kathleen M. Miller      Partner          $250
        Roger Anderson          Associate         175
        Joelle E. Polesky       Associate         175
        Deborah C. Sellis       Associate         175
        Yaprak Soysal           Paralegal          90
        Ellen Sebastiani        Paralegal          90
        Marianne M. Payne       Paralegal          90

These standard hourly rates are subject to adjustment generally
on January 1 of each year. (L&H/Dictaphone Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LTV CORP: Proposes Uniform Procedures for Preference Litigation
---------------------------------------------------------------
LTV Steel Company, Inc., and VP Buildings, Inc., ask Judge Bodoh
to set up case management procedures for the preference suits
filed against various entities and individuals by these Debtors.  
By December 2002, the Debtors filed 642 adversary proceedings
against various defendants to avoid and recover preferential,
pre-petition transfers to creditors. The Debtors now submit that
the orderly processing of these hundreds of preference actions
requires these procedures:

        (1) the Preference Actions must be categorized into
            groups of approximately 50 complaints each,
            according to the dates the suits were filed;

        (2) the time limit by which service set by FRCP 4
            must be made upon penalty of dismissal is extended
            by 60 days, or a longer period if ordered;

        (3) the time limit during which a summons is effective
            is extended by 10 days, or a longer period if
            ordered;

        (4) the pretrial conferences in the Preference Actions
            are deferred pending a motion by any party.

But not all matters affecting the Preference Actions are
extended.  The Debtors suggest that:

        (a) the disclosures required by federal rule be made
            "promptly";

        (b) discovery cutoff is 6 months after the complaint
            is finally serviced, with an exchange of expert
            witness reports occurring within that time period;

        (c) dispositive motions seven months after the
            complaint is served, with briefs in opposition
            within the latter of:

               (i) three months after the dispositive motion
                   is served, or

              (ii) ten months after the complaint is served
                   without regard to when the dispositive
                   motion is served; and

             (iii) reply briefs within 10 days after the
                   brief in opposition is filed;

        (d) a pretrial conference eleven months after the
            complaint is served, or sooner upon motion for
            good cause; and

        (e) except as may be initiated by the Court,
            "continuances are disfavored".  However, first
            leaves to plead to the complaint or to respond
            to a dispositive motion or brief in opposition;
            not to exceed 30 days, are automatic, requiring
            neither court order nor consent from opposing
            counsel.

LTV Steel and VP say that these procedures will minimize the
time and expense necessary to obtain the individual court orders
authorizing and approving the establishment of procedures in
each Preference Action, and minimize the burden on the Court and
Clerk's office occasioned by having to sign individual orders
approving procedures in each action.

                         The Opposition

1)  C&K Industrial Services, Inc.

C&K, in the same tone as its earlier motion seeking the
sanctions of contempt against the Debtors, immediately announces
its opposition to this Motion.  Robert W. McIntyre, Esq., with
McIntyre Kahn & Kruse Co., LPA, in Cleveland, tells Judge Bodoh
that, before this Motion was even filed, C&K knew that the
Debtor might pursue preference claims against it "as a means to
create a basis to set off against the $1.8 million dollar
postpetition administrative claim held by C&K".

As of the date of its objection, C&K hasn't been served with a
complaint.  In that absence, the Bankruptcy Court doesn't have
jurisdiction over C&K and any other parties that are or might be
named defendants in the contemplated litigation.

Noticeably absent from the Motion is any cite to any case law
that supports the wholesale modification and adjustment of a
party's rights by way of a motion filed - and possibly decided -
before a party has been served with process and entered an
appearance in the proceeding. The Debtor is relying solely upon
the Court's equity powers in asking for these modifications.

The actions of LTV in this instance "are not only egregious but
deceptive" in regard to C&K and any other major creditors who
are both significant postpetition and post-APP creditors, but
which have been "chosen for attack" by the Debtor.

Mr. McIntyre believes this is best illustrated by the fact that,
while this motion is filed in the case of LTV Steel Corporation,
it refers to actions which are or may be commenced in the LTV
Steel Company case. This tactic effectively eliminates the
notice of the motion to the creditors which have appeared and
requested notice in the larger case, and which have been
generally opposing many of the Debtor's requests and who are
targets in the preference actions.  Mr. McIntyre compares
the service lists in connection with this motion and other
motions.

It is by this tactic that the Debtor and its counsel clearly
have attempted to obtain approval of an "extraordinarily
prejudicial process by the simple act of using a different case
number that does not have notices of appearance and service of
the anticipated vigorous opposition listed, and electing not to
serve its regular opponents and potential detractors in this
proceeding."

Mr. McIntyre complains that "this circumstances reinforces the
contention of C&K and others that the "estate" is nothing more
than a shell controlled not by any corporate authority, but by
the lawyers and consultants who, apparently not satisfied with
the bloodletting of the assets of the estate to date, seek to
proceed and carefully insulate their payments for the same into
the first quarter of the new century."

Mr. McIntyre cites as further evidence the fact that the Debtor
has not pursued any preference payments to any consultants or
professionals, has appointed or "anointed" one of its
consultants to evaluate and proceed on preference actions, has
sought to create yet another privileged class of creditors -
themselves - has effectively permitted themselves to be paid
millions of dollars postpetition without challenge, and has
forced the trade postpetition creditors to jump through hoops
for lawfully deserved and long-overdue payments, while
continuing to pay themselves more millions, including the
defense of these lawful claims.

In sum, Mr. McIntyre believes that the Debtor is using this
motion to establish constraints upon the preference defendants,
while at the same time establishing the most plaintiff-friendly
provisions which serve also to maximize the potential cost of
defense to the preference defendants, and that this motion
deserves nothing but denial.

2)  Hasse Construction Company, Inc.
    Rogers & Sons Construction, Inc.

While LTV Steel offers these procedures ostensibly for the
benefit of the Court and Clerk, it is clear to Stephen M. Maish,
Esq. at Maish & Myslivwy in Hammond, Indiana, and Joseph Lucci,
Esq., at the Youngstown firm of Nadler Nadler & Burnham, that
the ultimate benefit of these procedures will fall to LTV Steel
and not the preference defendants, who will have the case
management orders entered in their absence without even
receiving a copy of the preference complaint.  Mr. Maish notes
that these objections result from finding the motion on the
Court's docket - not notice from the Debtor.

Scheduling orders are a necessary part of litigation, and the
Debtor's suggestion that no notice to the defendants is required
fails to meet the requirements of due process.

Further, the Motion does not show exigent circumstances which
require immediate action on limited notice.  Mr. McIntyre
believes a more appropriate procedure would be to serve the
summons in each of eh 643 cases, and after several defendants
have filed answers, set these several cases for a pretrial
conference to consider and enter a case management order.

Further, the procedures suggested by the Debtor do not take into
account the factual circumstances of each case.  A case with
$50,000 at stake should be handled differently than a case with
a $3,000,000 prayer for relief.  The preparation of a case
management order requires the participation of the court and the
attorneys.  That hasn't happened here.

The Federal Rules of Civil Procedure and the body of federal
case law provide the Debtor with no authority for its attempt to
modify the rights of litigants under the federal rules or
statutes without due notice and an opportunity to be hard.  This
motion, filed ex parte, is an attempt to mislead creditors so
that the Debtor can maximize the inconvenience and expense to
the defendants, while minimizing the effort expended by LTV
Steel in pursuit of its claims.

3)  Praxair, Inc.

Thomas A. Connup, Esq., at the Dallas office of Locke Liddell &
Sapp LLP, raises the same issue of the coy filing of this Motion
as Mr. McIntyre.  None of the parties served with this Motion
represent the preference defendants - including Praxair which
found out about the motion in a routine review of the case
docket.  As an initial matter, the Motion should be denied for
improper service.  But if that's not enough, Mr. Connup argues
that the equity power of the Code is no basis for overruling the
Bankruptcy Rules or Federal Civil Rules of Procedure.  The Rules
don't provide for "anticipatory extensions" of the service dates
and time limits set by Rule.  Further, the discovery and
dispositive motion deadlines are "self-serving and not tailored
to the circumstances of any particular case".  Convenience for
the clerk and court is not a basis for modification of the
preference defendants' substantive and procedural rights. (LTV
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


LYONDELL CHEMICAL: Commences MTBE Marketing through ChemConnect
---------------------------------------------------------------
Lyondell Chemical Company, the world's leading marketer of MTBE,
has announced that, starting in February 2003, it will market
its MTBE through ChemConnect -- http://www.chemconnect.com-- a  
leader in helping customers optimize purchasing and sales
processes. In addition to ChemConnect, Lyondell will continue to
market MTBE through existing direct and third-party sales
channels.

Lyondell will regularly feature postings on the trading site.
Product can be offered from North-West Europe on an FOB/FCA
basis for barge or rail tank cars.

"Our main objectives for marketing MTBE through an electronic
platform such as ChemConnect are to increase price transparency,
transact sales in future months, and offer an additional sales
channel for our customers," says Lyondell's European MTBE
Trader, Murray Barter. "We are making this commitment towards
these objectives, and we invite others to join this medium now
to ensure its success. We are pleased with the performance of
the new ChemConnect site which offers participants real-time
dealing within a pre-approved environment."

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

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

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

ChemConnect is a leader in helping customers optimize their
purchasing and sales processes for chemicals, feedstocks,
plastics, and related products through a unique combination of
market information, industry expertise, e-commerce solutions,
and an active network of trading partners. More than 9,000
Member companies in multiple industries around the world can use
ChemConnect's highly efficient tools and services to streamline
transactions and lower costs. Visit http://www.chemconnect.com
for more information.


MANITOWOC COMPANY: Sells Femco to Management-Led Investors Group
----------------------------------------------------------------
The Manitowoc Company, Inc., (NYSE: MTW) has sold its Femco
Machine Company business to a group of private investors led by
current Femco management and employees. The sale includes
substantially all of Femco's assets. The divestiture was a cash
transaction, but the final sales price was not disclosed.

Femco, based in Punxsutawney, Pennsylvania, is a provider of
aftermarket replacement parts for cranes and excavators, plus
industrial repair and rebuilding services.

"As our Crane segment expanded significantly in the past two
years, we found that Femco was outside the core focus of the
segment going forward. As a result, we chose to divest it," said
Terry D. Growcock, Manitowoc's chairman and chief executive
officer.

Femco was founded in 1965 and was acquired by Manitowoc in 1994.
In addition to its Pennsylvania location, Femco also operates a
full-service machine shop and rebuilding center in Pompano
Beach, Florida.

The Manitowoc Company, Inc., is the world's largest provider of
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, boom trucks, and aerial work platforms. As a leading
manufacturer of ice-cube machines, ice/beverage dispensers, and
commercial refrigeration equipment, the company offers the
broadest line of cold foodservice equipment in the industry. In
addition, the company is a leading provider of shipbuilding,
ship repair, and conversion services for government, military,
and commercial customers throughout the maritime industry.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to The Manitowoc Company Inc.'s proposed
offering of $175 million senior subordinated notes due 2012.

At the same time, the double-'B' corporate credit rating was
affirmed on the Manitowoc, Wisconsin-based company. In addition,
the rating was removed from CreditWatch where it was originally
placed on March 19, 2002, following the company's announcement
of the acquisition of Grove Investors Inc. The outlook is
negative.


MAXXIM MEDICAL: Secures Okay to Obtain $20 Million DIP Facility
---------------------------------------------------------------
Maxxim Medical Group, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain senior secured credit and use their lenders'
cash collateral to finance their ongoing business operations.

Particularly, the Debtors intend to finance their ongoing
operations of their businesses through a combination of:

     (i) $20 million of postpetition financing to be provided by
         certain of the Debtors' Prepetition Lenders arranged by  
         JP Morgan Securities Inc., and JPMorgan Chase Bank as
         Administrative Agent, and

    (ii) continued use of the Lenders Cash Collateral.

In an interim basis, the Debtors want to borrow $7.5 million.

The Debtors disclose that they may be unable to meet their
payroll and other necessary ordinary course business
expenditures critical to the Debtors' ability to maintain the
viability of their operations and preserve the value of their
estates.

The Debtors disclose that they require working capital to
maintain their operations and business during the chapter 11
process. Absent available working capital, the Debtors will most
likely be forced to cease operations. Any disruption of
operation, at this critical juncture, may result in a permanent
and irreplaceable loss of business, causing a loss of value to
the detriment of the Debtors and the creditors of the estate.

The Debtors entered into a Prepetition Credit Agreement with the
Prepetition Secured Lenders, The Chase Manhattan Bank, as
administrative Agent and collateral agent, Bankers Trust Company
and Merrill Lynch Capital Corporation, as co-syndication agents,
and Chase Securities, Inc., as lead arranger and book manager.  
Currently, the Prepetition Obligations amounts to $220,613,938
of Priority Loans and Special Priority Existing Revolving Loans;
other Revolving Loans; Tranche A, B, and C Loans; and Letters of
Credit.

The DIP Facility will be terminated on January 30, 2004.  until
then, the Loans will be used to:

     a) fund postpetition operating expenses incurred in the
        ordinary course of business;

     b) pay the Prepetition Secured Lenders the $5 million in
        principal plus interest owed with respect to the Senior
        Obligations under the Prepetition Credit Agreement; and

     c) pay certain prepetition claims.

The Debtors will pay the Lenders:

     -- $1,250,000 in Participation Fees;

     -- a $125m000 Lead Arranger Fee;

     -- Letter of Credit Fees at a rate of 0.25% per annum;

     -- a Monthly Commitment Fee equal to 0.50% per annum on
        every dollar they don't borrow; and

     -- quarterly $25,000 Administration Fees.

To adequately protect the Prepetition Secured Parties from any
diminution in the value of their interests, the Debtors want to
grant the Prepetition Secured Parties:

     (a) a superpriority claim,

     (b) an adequate protection lien on the present and future
         assets of the Dbeotrs;

     (c) payment of all accrued and unpaid fees and expenses
         owing to the Prepetition Agents.

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.


METROCALL INC: Unit Wins Contract to Support City of Laredo, TX
---------------------------------------------------------------
Metrocall Wireless, Inc., one of the nation's leading providers
of wireless messaging and data services, has been awarded a
contract with the City of Laredo, TX.

The quick, reliable messaging services offered by Metrocall
Wireless are ideal for supporting the City's important daily
municipal responsibilities.

The three-year contract will support more than 600 City of
Laredo professionals. In addition to City management, the
wireless units will be put to work for such departments as
Public Works, Transportation, Police, Fire & Rescue, the Courts
and Environmental Services.

"Metrocall is thrilled to be supporting the critical services
provided by the City of Laredo," stated Jim Boso, Vice President
of Metrocall Wireless' Central Region. "With more than 35 years
of experience connecting municipal organizations across the
United States and Texas, Metrocall Wireless is prepared to
provide valuable communications support to the City with
incomparable personal customer care."

Following the terrorist attacks of September 11, 2001, Metrocall
Wireless' messaging capabilities were widely acclaimed by the
emergency services community and municipalities as a flexible
and reliable mode of communications.

Subsequently, many government agencies and municipalities have
enhanced their communications capabilities with messaging
services such as those provided by Metrocall Wireless.

Metrocall, Inc., headquartered in Alexandria, Virginia, is one
of the largest narrowband wireless data and messaging companies
in the United States providing both paging products and other
wireless services to approximately 3.7 million business and
individual subscribers. Metrocall was founded in 1965 and
currently employs approximately 1,900 people nationwide.

The Company currently offers two-way interactive messaging,
wireless e-mail and Internet connectivity, cellular and digital
PCS phones, as well as one-way messaging services. Metrocall
operates on nationwide, regional and local networks and can
supply a wide variety of customizable Internet-based information
content services.

Also, Metrocall offers integrated resource management systems
and communications solutions for business and campus
environments. For more information on Metrocall please visit our
Web site and on-line store at http://www.Metrocall.com

Metrocall Inc., filed for Chapter 11 protection under the
federal bankruptcy laws on June 3, 2002 (Bankr. Del. Case No.
02-11579-RSB). Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young & Jones, represents the Debtor in these cases.


METROMEDIA: Taps Steven Panagos as Chief Restructuring Officer
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to Metromedia Fiber Network, Inc.'s
application to retain Zolfo Cooper Management, LLC.

Steven G. Panagos will serve as the Chief Restructuring Officer,
a Member of the Boards of Directors, and a member of the
Executive Committee of the Boards of Directors of the Debtors.

In his capacity as Chief Restructuring Officer, Mr. Panagos will
report directly to the Executive Committee.  Mr. Panagos will
also utilize the Staff of Zolfo Cooper including Robert Cotton,
Russell Kemp and Denise Lorenzo.  The Staff will report to Mr.
Panagos.  Mr. Panagos and Staff will provide advisory services
with respect to:

     (i) restructuring the Debtors;

    (ii) streamlining the operations of the Debtors including
         without limitation renegotiation of vendor contracts,
         leases and other fixed charges;

   (iii) a possible sale, transfer or other disposition of any
         or all of the assets of the Debtors or any possible
         business combination;

    (iv) restructuring of the Debtors' balance sheet and debt
         structure; and

     (v) such other related tasks as requested by the Executive
         Committee.

Mr. Panagos will devote a minimum of 120 hours per month for the
period of July 1, 2002 through September 1, 2002 and a minimum
of 80 hours in months thereafter.  The professionals' current
hourly rates are:

          Steven Panagos           $625 per hour
          Robert Cotton            $475 per hour
          Russell Kemp             $350 per hour
          Denise Lorenzo           $325 per hour
          Principals               $525 - $675 per hour
          Professional Staff       $250 - $520 per hour
          Support Personnel        $ 50 - $300 per hour

Metromedia Fiber Network, Inc. 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. The Company and its debtor-affiliates filed for
chapter 11 protection on May 20, 2002 (Bankr. S.D.N.Y. Case No.
02-22736).  When the Debtors filed for protection from its
creditors, they listed $7,024,208,000 in total assets and
$4,262,086,000 in total debts.

Metromedia Fiber Network's 10% bonds due 2008 (MFNX08USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1
for real-time bond pricing.


NATIONAL STEEL: Court OKs Payment of $15MM AK Steel Break-Up Fee
----------------------------------------------------------------
Since AK Steel is now the "Stalking Horse" in the sale
transaction, Judge Squires authorizes National Steel Corporation
and its debtor-affiliates to pay a $15,000,000 break-up fee to
AK Steel on the earlier to occur of:

  (a) the approval of a sale or sales of a material portion of
      the Acquired Assets to a purchaser other than AK Steel; or

  (b) the filing of a plan of reorganization that does not
      contemplate the sale of the Acquired Assets to AK Steel.

Judge Squires recognizes that AK Steel has expended, and likely
will continue to expend, considerable time, money and attention
in the pursuit of the sale and have engaged in extended arm's-
length, good faith negotiations. (National Steel Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NATIONSRENT INC: Plans to Mail Solicitation Packages by Tomorrow
----------------------------------------------------------------
Simultaneous with the approval of the Disclosure Statement,
Judge Walsh directs NationsRent Inc., and its debtor-affiliates
to distribute appropriate ballots to claim holders who are
entitled to vote to accept or reject the Plan.  The Solicitation
and Tabulation Agent may collect the ballots no later than 5:00
p.m. Eastern Time, on March 21, 2003, or on other dates the
Debtors will establish that is at least 30 days after the start
of the solicitation period.

For voting purposes, Judge Walsh authorizes the temporary
allowance of each claim within a voting class in accordance with
the Debtors' Tabulation Rules.  Claimants seeking to challenge
the allowance of its claims may file a motion pursuant to Rule
3018(a) of the Federal Rules of Bankruptcy Procedures no later
than 10 days after the later of:

    (a) the date a notice of the Confirmation Hearing is served;
        and

    (b) the date a notice of any objection, if any, to the
        underlying claim is served.

The Court also approves the Confirmation Hearing Notice and
permits the Debtors to serve copies of it, along with other Plan
materials.  The Debtors may publish the Confirmation Hearing
Notice not later than March 9, 2003 in The Miami Herald and the
national editions of The Wall Street Journal and The New York
Times.

Pursuant to Bankruptcy Rule 3017(d), Judge Walsh sets
February 5, 2003 as the record date for purposes of determining
which creditors are entitled to receive the Solicitation
Packages and, where applicable, vote on the Plan.  The Debtors
are required to mail the Solicitation Packages by February 20,
2003. (NationsRent Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NationsRent's 10.375% bonds due 2008 (NRNT08USR1) are trading at
less than a penny on the dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for real-time bond pricing.


ON SEMICONDUCTOR: Planned Sr. Notes Sale Prompts S&P's BB Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to
the planned sale by ON Semiconductor Corp., (B/Negative/--) of
$200 million of Rule 144a senior secured notes due 2010.
Proceeds of the note issue will be used to prepay bank debt.
Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal
for the rating level," said Standard & Poor's credit analyst
Bruce Hyman. "If debt-protection measures do not continue to
improve in coming quarters, the ratings could be lowered."

ON Semiconductor is a major supplier of standard logic and
analog integrated circuits and of discrete semiconductors,
holding about a 5% combined share of those fragmented markets.

The company's customers have negotiated lower prices for coming
quarters. Including an order backlog of $211 million entering
the March 2003 quarter, the company anticipates up to a 4%
sequential revenue decline in the March 2003 period, with
margins 200-300 basis points lower than in December. Still,
anticipating higher volumes later in the year, ON hopes to
achieve positive net income by the end of 2003.

Capital expenditures are expected to be $50 million-$60 million
in 2003, compared to about $40 million in 2002. Costs include
relocating manufacturing to low-cost areas.


ORMET CORP: S&P Withdraws CCC Credit Rating at Company's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings,
including its 'CCC' corporate credit rating, on integrated
aluminum producer Ormet Corp. at the company's request. Ormet is
based in Wheeling, West Virginia.


OWENS CORNING: Asks Court to OK Fibreboard Insurers' Settlement
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
a settlement agreement among Debtor Fibreboard Corporation and
Firemen's Fund Insurance Company, Royal Insurance Company, and
Insurance Company of North America.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, recounts that Firemen's Fund Insurance Company, Royal
Insurance Company, and Insurance Company of North America, each
issued one or more insurance policies to Fibreboard for various
periods prior to April 1977.  Fibreboard was a defendant in
numerous claims for injury or damage to buildings and property
allegedly caused by asbestos or asbestos-containing products or
materials.

Mr. Pernick informs the Court that Fibreboard and the Party
Insurers entered into a settlement agreement effective as of
January 1, 1993 to settle the parties' disputes over their
rights and obligations as to the administration, defense,
payment and disposition of the Asbestos-Related Building Claims
against Fibreboard.  Pursuant to the 1993 Settlement, the Party
Insurers agreed to fund Fibreboard's costs for defending the
Asbestos-Related Building Claims.  Fibreboard established
Account No. 6250018439 at Wells Fargo Bank to deposit the
contributions made by the Party Insurers pursuant to the 1993
Settlement.  The balance in this Depository as of the Petition
Date was $1,588,158.43.

According to Mr. Pernick, the Depository was administratively
frozen after the commencement of the Debtors' bankruptcy cases.
Credit Suisse First Boston, as Agent, and the banks that
together constituted the Debtors' prepetition lenders asked the
Court to modify the automatic stay to permit set-off of frozen
funds owed to them by the Debtors against the Depository.  The
Debtors settled the Banks' Setoff Motion by agreeing to a
division of the funds in controversy.  The Court approved the
settlement on June 19, 2001.  Under the terms of the Setoff
Settlement, the Banks relinquished their claim to the
Depository, but the Depository remained subject to the Party
Insurers' claims.

The Party Insurers maintain that under the 1993 Settlement,
Fibreboard agreed to return to the Party Insurers their
proportionate share of any funds remaining in the Depository,
plus interest, after payment of all allocated expenses.
Accordingly, the Party Insurers claim an interest in the
Depository and have asserted a right to recover all or part of
the Prepetition Balance and postpetition accrued interest.
Fibreboard disputed the amounts claimed by the Party Insurers.

Certain of the Party Insurers filed Proofs of Claim in the Owens
Corning case asserting general unsecured claims against the
Debtors based on the 1993 Settlement, including Firemen's Fund
Proof of Claim No. 4869 amounting to $566,819, and Royal's Proof
of Claim Nos. 5613 and 5614 amounting to $502,291 plus interest.
No supporting documents were attached to these Proofs of Claim.

Fibreboard and the Party Insurers want to settle their dispute
and resolve the Proofs of Claim under the terms of a settlement
agreement.

The basic terms of the Settlement Agreement are:

  A. Fibreboard will pay to the Party Insurers $963,686 plus
     $30,096 of accrued postpetition interest by wire transfer.
     The Settlement Payment will be allocated to the Party
     Insurers by this schedule:

     -- 51% to Fireman's Fund;

     -- 32% to Royal Insurance; and

     -- 17% to Insurance Company of North America.

  B. The delivery of the Settlement Payment will eliminate all
     of the Party Insurers' claims to the Depository, and the
     Depository will be Fibreboard's sole property.  The balance
     of the Depository, with interest accrued postpetition, is
     $1,637,740.43.  Approval of this settlement will make
     available from the Depository, after paying the Party
     Insurers, $643,958.43;

  C. In consideration of the Settlement Payment, Fibreboard and
     the Party Insurers mutually release and discharge each
     other from any and all claims in law or equity which either
     of them now have or may have against the other in any way
     relating to the payments made by the Party Insurers and
     others into the Depository, the parties' entitlement to the
     funds in the Depository and any accrued interest, and the
     claims raised in the Proofs of Claim, other than the right
     to enforce the provisions of the Settlement Agreement; and

  D. After receipt of the Settlement Payment, the Party Insurers
     will file a withdrawal of their Proofs of Claim including
     Claim Nos. 4869, 5613, and 5614;

Mr. Pernick asserts that the Settlement Agreement is favorable
to the estate because it resolves the claims of the Party
Insurers against Fibreboard for the Prepetition Balance and
postpetition accrued interest in the Depository and the
remaining funds in the Depository -- amounting to $643,958.43
after deducting the payments made to the Party Insurers -- will
become the sole property of Fibreboard and the estate.

Mr. Pernick assures the Court that the terms of the Settlement
Agreement are fair and reasonable because the parties engaged in
good faith, arm's-length negotiations.  Certain of the issues
concerning the parties' competing rights and claims to the
Depository are factually complex and would require a significant
review of voluminous documents and litigation between the
parties to resolve, absent consensual agreement, and could cause
the Debtors to incur substantial additional legal fees, costs
and other expenses, without the benefit of certainty as to the
outcome. (Owens Corning Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC AEROSPACE: Completes 1-for-200 Reverse Stock Split
----------------------------------------------------------
Pacific Aerospace & Electronics, Inc. (OTC Bulletin Board:
PCTH), a diversified manufacturing company specializing in metal
and ceramic components and assemblies, has effected a 1-for-200
revere split of its outstanding shares of common stock, as well
as a proportionate reduction in its shares of authorized but
unissued common stock, effective as of today, February 17, 2003.  
The shares of the Company's common stock will be traded on the
OTCBB as adjusted for the reverse split at the opening of the
market on February 18, 2003. Following the reverse split, the
number of outstanding shares of common stock will be reduced to
approximately 24.7 million shares. Existing certificates
representing the outstanding pre-reverse split shares of common
stock will not be required to be exchanged for new certificates
representing post-reverse split shares, but will be deemed to
automatically constitute and represent the correct number of
post-reverse split shares without further action by the
shareholders.  Any fractional shares resulting from the reverse
split will be redeemed by the Company in cash based on the fair
market value of the common stock.

Pacific Aerospace & Electronics, Inc., is an international
engineering and manufacturing company specializing in
technically demanding component designs and assemblies for
global leaders in the aerospace, defense, electronics, medical,
telecommunications, energy and transportation industries.  The
Company utilizes specialized manufacturing techniques, advanced
materials science, process engineering and proprietary
technologies and processes to its competitive advantage. The
Company has approximately 700 employees worldwide and is
organized into two operational segments -- U.S. Operations and
European Operations.  More information may be obtained by
contacting the Company directly or by visiting its Web site at
http://www.pcth.com

Notwithstanding the results of fiscal 2002, if Pacific Aerospace
& Electronics is not successful in increasing cash provided by
operating activities, it may need to sell additional common
stock or other securities, or it may need to sell assets outside
of the ordinary course of business in order to meet its
obligations. There is no assurance that it will be able to sell
additional equity securities or that it will be able to sell
assets outside the ordinary course of business. In that
situation, the Company's inability to obtain sufficient cash if
and when needed could have a material adverse effect on its
financial position, the results of its operations, and its
ability to continue as a going concern.


PALLET MANAGEMENT: Files for Chapter 11 Protection in Florida
-------------------------------------------------------------
Pallet Management Systems, Inc., (OTCBB:PALT) and certain of its
subsidiaries have filed a voluntary petition for protection
under Chapter 11 of the United States Bankruptcy Code with the
Bankruptcy Court for the Southern District of Florida. In
connection with the filing, Pallet Management has arranged for
short-term interim financing from LaSalle Business Credit, LLC,
in Chicago, Illinois. The financing will enable it, subject to
Bankruptcy Court approval, to continue its business operations
as usual, including having funds available to meet future
inventory needs and fulfilling the obligations associated with
its business, including the prompt payment of new vendor
invoices. Pallet Management has retained Genovese Joblove &
Battista, P.A., as its bankruptcy counsel.

In addition to restructuring its manufacturing operations,
Pallet Management will use the bankruptcy process to evaluate
its existing plants and its distribution, logistics and
information technology functions. After reorganization, Pallet
Management intends to emerge with an Indiana facility, which
continues to supply that facility's primary customer, and with a
shift in focus toward services and cost efficiency by offering
"state of the art" logistical services known as "Reverse
Distribution." In addition, Pallet Management hopes to continue
developing its PalletNet website offering reverse distribution,
single-source national contracts, high-quality shipping
platforms and transport packaging, recovery, repair, and
recycling to a national customer base.

"We enter into our post Chapter 11 filing optimistic that our
new structure will create the foundation to once again grow,"
said Marc Steinberg, Vice President and Chief Financial Officer.
"Performing under the demands of our existing contracts
prevented growth and, coupled with the current lumber market,
contributed to our need to file for reorganization. As we engage
in pallet manufacturing and reverse distribution opportunities
post-filing, our optimism throughout our new organization is
high."

Additional information about Pallet Management Systems, Inc., is
available at http://www.palletnet.com


PRIMUS TELECOMMS: K. Paul Singh Discloses 6.19% Equity Stake
------------------------------------------------------------
K. Paul Singh beneficially owns 4,021, 738 shares of the common
stock of Primus Telecommunications Group Inc. representing 6.19%
of the outstanding common stock of the Company.  Mr. Singh holds
sole voting power over 3,541,838 such shares, and shares voting
power over the remaining 479,900 shares.  The dispositive powers
held by Mr. Singh are in the same numbers, sole dispositive
power over 3,541,838 shares, shared dispositive powers over the
remaining 479,900 shares.

The total amount held includes: (i) 2,899,023 shares owned
directly by Mr. Singh; (ii) 253,217 shares issuable to Mr. Singh
upon the exercise of options exercisable on or before March 1,
2003; (iii) 381,886 shares owned by members of Mr. Singh's
family; (iv) 479,900 shares held by a private foundation of
which Mr. Singh is the president and a director; and (v) 7,712
shares which are held in a 401(k) plan of which Mr. Singh is a
beneficiary.

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

At December 31, 2002, Primus Telecommunications' balance sheet
shows a working capital deficit of about $73 million, and a
total shareholders' equity deficit of about $200 million.


RAND MCNALLY: Look for Schedules & Statements by May 12, 2003
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Rand McNally & Company and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until May 12, 2003, to
file these documents with the Court.

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) and
presented a pre-packaged plan backed by Leonard Green &
Partners.  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.


RELIANCE GROUP: Asks Court to Further Extend Exclusive Periods
--------------------------------------------------------------
Reliance Group Holdings, Inc., and its debtor-affiliates ask the
Court to extend their exclusive periods to:

    -- file a plan of reorganization until July 2, 2003, and

    -- solicit acceptances of that plan until September 3, 2003.

Steven R. Gross, Esq., at Debevoise & Plimpton, in New York,
tells Judge Gonzalez that due to the ongoing disputes with the
Pennsylvania Insurance Department, and the time and resources
spent responding to the objections and motions, the Debtors and
the Committees initially had little opportunity to engage in
meaningful negotiations.  However, as a result of the standstill
agreement, the Debtors have been informed that the Committees
and the Pennsylvania Insurance Department have been engaged in
negotiations.  The Debtors have also been informed that once an
agreement is reached, it will take some time to implement due to
the complexity of the issues involved.

Mr. Gross notes that the Pennsylvania Insurance Department is in
a transition period since the recent elections in Pennsylvania.
The Pennsylvania Insurance Commissioner, who serves as the
Liquidator, has been asked to remain in her position until a
successor is appointed.

The Debtors are also contesting the merits and priority status
of various tax claims asserted by the State of New York and New
York City.  The Debtors are engaged in negotiations with the
relevant taxing authorities.  Since these taxing authorities
have not provided a full explanation of their claims, the
process of assessing the tax exposure and negotiating a
compromise will require more time.

Mr. Gross assures the Court that creditors will not be
prejudiced by an extension of the exclusive periods since the
Debtors are continuing to preserve the assets of their estate.  
Since the Petition Date, the Debtors have made minimal
expenditures of their assets.  In contrast to the lack of harm
to creditors from an extension, termination of the Exclusive
Periods at this juncture could harm and prejudice the Debtors'
estates.  The uncertainty resulting from premature termination
of the Exclusive Periods could have a substantial adverse impact
on the stability of the Debtors' Chapter 11 cases. (Reliance
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)     


RESOURCE AMERICA: S&P Places B Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B' ratings of oil
and gas exploration and production company Resource America
Inc., on CreditWatch with negative implications following the
announcement of Resource's proposed $65 million debt refinancing
and $30 million note offering.

Philadelphia, Pa.-based Resource has $115 million worth of
senior notes rated by Standard & Poor's.

"The CreditWatch listing speaks to the uncertainty of a
successful offering; Resource's previous attempt at capital
market access in August met with difficulty," noted Standard &
Poor's credit analyst Paul B. Harvey. "Proceeds from the
proposed $30 million note offering are expected to be used to
pay fees associated with the extension of the $65 million
unsecured notes' maturity date to 2008. The notes are scheduled
to mature in 2004," he continued.

If the proposed transaction does not occur, Resource's liquidity
could become strained, as the company may have to refinance or
sell assets to repay roughly $6 million of debt coming due in
2003 and roughly $101 million due in 2004. Also, Resource has
drawn substantially on all of its secured debt funding, leading
to debt leverage of roughly 40% and debt to EBITDA coverage
above 3.5x. If the financing were successful, Resource's
liquidity would improve sufficiently for the company to meet its
2003 debt maturities. However, the company would still be highly
leveraged and would face a challenging debt maturity schedule in
2004.

Standard & Poor's will monitor the success of Resource's
proposed offering and resolve the CreditWatch listing on the
offering's completion.


REVLON CONSUMER: S&P Junks Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings for Revlon Consumer Products Corp., to 'CCC+' from 'B-'
and on REV Holdings Inc., to 'CC' from 'CCC-'. Revlon is the
indirect subsidiary of REV Holdings. Other ratings were also
lowered. The ratings are removed from CreditWatch, where they
were placed Oct. 31, 2002. The outlook on both companies is
negative.

Revlon is a New York-based manufacturer and marketer of
cosmetics, skin care, fragrance, and personal care products. REV
Holdings conducts business exclusively through Revlon, which had
$1.74 billion in debt at Sept. 30, 2002. Debt held directly at
REV Holdings totaled $80.5 million.

The downgrade reflects Revlon's substantial debt leverage,
liquidity concerns, and a prolonged period of weak operating
results. Revlon's weak performance last year led to financial
covenant defaults under its credit agreement. An amendment to
the credit agreement has since been completed, including waiving
all financial covenants until Jan. 31, 2004, and adding a new
liquidity covenant.

"While the anticipated investment in Revlon by MacAndrews &
Forbes of up to $150 million, through a combination of debt and
equity, will improve the company's liquidity position in 2003,
we remain very concerned that the liquidity position may be
severely stressed over the intermediate term, given the pace at
which the company's cash balances have been depleting and credit
facility availability has been reduced," said Standard & Poor's
credit analyst Lori Harris.

The company has announced a new growth plan designed to
strengthen the business and increase revenues. The plan, which
is estimated to total about $140 million in pretax charges, will
include strengthening the product mix, advertising,
merchandising, and new product development. Still, Standard &
Poor's believes that, despite Revlon's strong brand name and
good cosmetics market share in the mass channel, the company
will be challenged in its effort to return the business to
profitability, given intense competition and the significant
financial resources of its main competitors.


ROHN INDUSTRIES: Appoints John W. Castle Chief Financial Officer
----------------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a provider of
infrastructure equipment to the telecommunications industry,
announced that John W. Castle has joined the company as Vice
President and Chief Financial Officer, effective immediately.  
Castle replaces Alan R. Dix, who resigned as Chief Financial
Officer effective January 17, 2003.   Castle will be based at
ROHN's Frankfort, Indiana facilities, where ROHN is
consolidating its manufacturing operations.

Castle, a certified public accountant, was most recently a
member of Paxton Associates, LLC, a consulting firm based in
Batavia, Ohio, where he focused on operational and financial
assessments of corporate acquisition candidates.  Prior to
joining Paxton Associates, Castle was the Vice President,
Treasurer and Corporate Controller for Texlon Corporation, a
manufacturer of handheld computers based in Milford, Ohio.  
Castle has also held accounting and finance positions at Mosler,
Inc., Western Atlas - Material Handling Systems and Litton
Industries, Inc.  Castle received a Masters in Business
Administration from Xavier University and a Bachelor of Science
in Accounting from Eastern Illinois University.

Horace Ward, ROHN's Chief Executive Officer said, "John will be
a key addition to our management team.  John's financial and
accounting experience will be valuable to ROHN as we continue to
consolidate our operations in Frankfort, Indiana and seek to
improve our financial condition and performance to enable us to
continue to serve our customers."

ROHN Industries, Inc., is a manufacturer and installer of
telecommunications infrastructure equipment for the wireless
industry. Its products are used in cellular, PCS, radio and
television broadcast markets. The company's products and
services include towers, design and construction, poles and
antennae mounts. ROHN has ongoing manufacturing locations in
Peoria, Illinois and Frankfort, Indiana along with a sales
office in Mexico City, Mexico.

                         *    *    *

As reported in Troubled Company Reporter's November 13, 2002
edition, the Company is experiencing significant liquidity
and cash flow issues which have made it difficult for the
Company to meet its obligations to its trade creditors in a
timely fashion.  The Company expects to continue to experience
difficulty in meeting its future financial obligations.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $1 million.

On November 7, 2002, the Company entered into an amendment to
its credit and forbearance agreements with its bank lenders.
The amendment to the credit agreement, among other things,
further limits the Company's borrowing capacity by modifying the
definition of the borrowing base to decrease the amount of
inventory included in the borrowing base.  Additionally, the
amendment modifies the definition of the borrowing base to
provide additional borrowing capacity of varying amounts during
this period.  The amendments also provide for a series of
reductions in the Company's revolving credit facility that
reduce the availability under that facility from $23 million
currently to $16 million on and after December 31, 2002.  In
addition, the amendment also provides for additional term loan
payments through January 1, 2003. Furthermore, the amendment
provides for additional bank fees, some of which will be waived
if the Company achieves a significant reduction in the aggregate
loan balance at December 31, 2002.  Finally, the current
amendment also includes covenants measuring revenues, cash
collections and cash disbursements.  Under the amendment to the
forbearance agreement, the bank lenders have agreed to extend
until January 31, 2003 the period during which they will forbear
from enforcing any remedies under the credit agreement arising
from ROHN's breach of financial covenants contained in the
credit agreement except for the covenants added to the credit
agreement as a result of this new amendment.  If these financial
covenants and related provisions of the credit agreement are not
amended by January 31, 2003, and the bank lenders do not waive
any defaults by that date, the bank lenders will be able to
exercise any and all remedies they may have in the event of a
default.

The Company continues to experience difficulty in obtaining
bonds required to secure a portion of anticipated new contracts.
These difficulties are attributable to the Company's continued
financial problems and an overall tightening of requirements in
the bonding marketplace.  The Company intends to continue to
work with its current bonding company to resolve its concerns
and to explore other opportunities for bonding.


ROWECOM: Wants Okay to Maintain Bank Accounts and Business Forms
----------------------------------------------------------------
RoweCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Massachusetts to allow the company to
continue using all prepetition bank accounts and existing
business forms.

Prior to the Petition Date and in the ordinary course of their
businesses, the Debtors maintained bank accounts that they
routinely deposit and withdraw funds through check and wire
transfers.

The Debtors believe that their transition to chapter 11 will be
smoother and more orderly, with a minimum of disruption to
operations, if the Bank Accounts are maintained with the same
account numbers following commencement of these cases.  The
Debtors argue that by preserving the Bank Accounts, the business
continuity will be preserved thereby avoiding disruption and
delay to the Debtors' businesses.  The confusion that may result
otherwise would not be beneficial to the Debtors' rehabilitative
efforts.

Furthermore, to minimize expenses, the Debtors request that they
be authorized to continue to use their correspondence and
business forms, including purchase orders, customer catalogs,
letterhead, envelopes, insurance and reimbursement forms,
promotional materials, and other business forms, without
reference to their status as debtors in possession. The Debtors
propose that in the event they need to purchase new business
forms while in their chapter 11 cases, they should not be
required to print new business forms with a legend referring to
the Debtors' status as debtors in possession.

The Debtors point out that if they are not permitted to maintain
and utilize their prepetition Bank Accounts and continue to use
their existing Business Forms, it may result to:

     i) disruption in the ordinary financial affairs and
        business operations of the Debtors,

    ii) delay in the administration of the Debtors' estates, and

   iii) cost to the estates to set up new systems, open new
        accounts, print new checks and print new business forms.

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.


SAMSONITE: Ares Corporate Proposes a Recapitalization Plan
----------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) received a
joint proposal from Ares Corporate Opportunities Fund
Management, L.P., and two co-investors to deleverage and
recapitalize the Company. To facilitate negotiations, the
Company has entered into an exclusive negotiating period with
the three parties making the proposal.

The proposed recapitalization transaction would involve a
significant cash equity investment in the Company, as well as
the conversion, exchange or repurchase of the Company's
outstanding preferred stock and a portion of the Company's
outstanding debt securities at a discount to face value and the
amendment or refinancing of its bank facility.  Under the terms
of the proposal, Ares and the co-investors would purchase a new
series of voting convertible preferred stock, a portion of the
proceeds of which would be used to reduce outstanding
indebtedness.  In addition, the proposal would eliminate the
Company's outstanding 13-7/8% redeemable preferred stock and
would result in substantial dilution to the Company's common
stockholders.  Holders of a majority of the Company's preferred
stock have advised the Company that they currently intend to
participate in the proposed recapitalization.

Affiliates of the Ares fund are holders of the Company's
outstanding 13-7/8% redeemable preferred stock, and the two co-
investors have no current equity ownership interest in the
Company.

As previously announced, the Company has retained a financial
advisor to advise and assist the Company with respect to these
matters, as well as other options to reduce its debt and improve
its capital structure.

The proposal is preliminary in nature and subject to numerous
conditions and contingencies, including the negotiation of
mutually acceptable financial and other terms.  The Company
emphasized that it has not entered into any binding agreement or
agreement in principle to complete the proposed
recapitalization.  No assurance can be given with respect to the
timing or likelihood of entering into a definitive agreement or
completing any possible transaction.

The securities that may be offered in connection with any
recapitalization transaction have not been and may not be
registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any of those securities.

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under
brands such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R),
HEDGREN(R) and SAMSONITE(R) black label.

                         *    *    *

As reported in Troubled Company Reporter's October 10, 2002
edition, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on luggage manufacturer Samsonite
Corp., to single-'B'-minus from single-'B'; its subordinated
debt rating to triple-'C' from triple-'C'-plus; and its
preferred stock rating to triple-'C'-minus from triple-'C.'

The ratings were also placed on CreditWatch with negative
implications.

Samsonite Corp.'s 10.750% bonds due 2008 (SAMC08USR1) are
trading at about 79 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SAMC08USR1
for real-time bond pricing.


STARBAND: Wants to Keep Plan Filing Exclusivity through April 26
----------------------------------------------------------------
Starband Communications Inc., tells the U.S. Bankruptcy Court
for the District of Delaware that it need an extension on its
exclusivity periods.  The Debtor asks to extend its exclusive
time to file a Chapter 11 Plan through April 26, 2003 and its
exclusive solicitation period through June 25, 2003.

The Debtor asserts that it has made significant progress towards
rehabilitation during the first eight months that this case has
been pending.  Nevertheless, since the effect of Gilat's
restructuring on the Debtor is unclear at this point, the Debtor
is presently unable to complete its own restructuring and
propose a plan.  Accordingly, the Debtor believes that it will
need an extension to develop, negotiate and propose a
reorganization plan.

The Debtors points out that they have been successful in
streamlining their business and has reduced costs substantially
through workforce reductions. The Debtor also has reduced costs
by replacing a MCI service contract with a less costly
substitute and moving into new office space to save $90,000 per
month on rent.

Additionally, the Debtor has taken a number of positive steps to
grow its business and make it more attractive to potential
investors. The Debtor's settlement with EchoStar Communications
Corporation during the first two months of the chapter 11 case
was critical to remove various controls that EchoStar had over
the Debtor's business.  Further, the Debtor's pending motion
with Microsoft Corporation allows the Debtor an excellent chance
to expand its subscriber base by encouraging subscribers to
which Microsoft will no longer provide satellite service to
obtain service from the Debtor.

StarBand Communications Inc., provides two-way, always-on, high-
speed Internet access via satellite to residential and small
office customers nationwide. The Company filed for chapter 11
protection on May 31, 2002 (Bankr. Del. Case No. 02-11572).
Thomas G. Macauley, Esq., at Zuckerman and Spaeder LLP
represents the Debtor in its restructuring efforts. When the
Company filed for protection form its creditors, it listed
$58,072,000 in assets and $229,537,000 in debts.


TANGER FACTORY: Will Publish Q4 & Year-End Results on Tuesday
-------------------------------------------------------------
Tanger Factory Outlet Centers, Inc., (NYSE:SKT) announced that
its financial results for the fourth quarter and year ended
December 31, 2002 will be released Tuesday morning, February 25,
2003. The Company will host its conference call for analysts,
investors and other interested parties on Tuesday, February 25,
2003, at 3:00 P.M. eastern time.

To access the conference call, listeners should dial 1-877-277-
5113 on Tuesday, February 25, 2003 and request to be connected
to the Tanger Factory Outlet Centers Fourth Quarter and Year End
Financial Results call.

Alternatively, this call is being webcast by CCBN and can be
accessed at Tanger Factory Outlet Centers, Inc.'s Web site at
http://www.tangeroutlet.comand click on Corporate News.

The webcast is also distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investor can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network such as America Online's Personal Finance
Channel, Fidelity Investments(R) (Fidelity.com) and others.
Institutional investors can access the call via CCBN's password
protected event management site, StreetEvents
(www.streetevents.com). StreetEvents allows institutional
investors to identify, organize, and track the hundreds of
conference calls that occur each day during earnings season, to
download events of interest to their Outlook calendar, and to
RSVP to events online.

A telephone replay of the call will be available from
February 25, 2003 at 5:00 P.M eastern time through March 4, 2003
at 11:59 A.M. by dialing 1-800-642-1687, conference ID #
7978733. An online archive of the broadcast will also be
available through March 4, 2003.

Tanger Factory Outlet Centers, Inc., a fully integrated, self-
administered and self-managed publicly-traded REIT, has
ownership interests in or management responsibilities for 34
shopping centers in 21 states coast to coast, totaling
approximately 6.2 million square feet, leased to over 1,500
stores that are operated by over 250 difference brand name
companies. For more information on Tanger Outlet Centers, visit
its Web site at http://www.tangeroutlet.com

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its double-'B'-plus corporate credit rating on
Tanger Factory Outlet Centers Inc., and its operating
partnership, Tanger Properties L.P. At the same time, the
double-'B'-plus senior unsecured rating and the double-'B'-minus
preferred stock rating were affirmed. The outlook is stable.

The ratings acknowledge Tanger's success to date in
repositioning its portfolio toward a more upscale tenancy base,
and reflect the company's established business position, solid
operating profitability, and improving same-space sales
performance. These strengths are offset by the company's lower
debt coverage measures, moderate encumbrance levels, and
relatively small (and highly concentrated) portfolio.


TCENET INC: Continues Review of Various Strategic Alternatives
--------------------------------------------------------------
TCEnet Inc., announced that it anticipates that it will
experience a net loss for the year ended December 31, 2002 in an
approximate amount of $1 million. While the financial statements
of the Corporation for the year ended December 31, 2002 will not
be finalized for several weeks, the net loss has resulted in the
Corporation experiencing an immediate cash flow deficiency.

The Corporation continues to review various corporate strategic
alternatives for purposes of enhancing and protecting underlying
shareholder value including the sale of one or more of its
divisions, exploring financing alternatives and possible merger
opportunities. To date, the Corporation has received a number of
expressions of interest relating to the purchase of one or more
divisions of the Corporation as well as various merger or
business combination opportunities. In addition, the Corporation
continues to implement aggressive cost cutting measures in order
to focus on core business areas.

TCENet disclosed employee layoffs and voluntary salary
reductions in 2002 to cut expenses by $100,000 per month, as
well as other cost-cutting measures.  At Sept. 30, 2002, the
company's balance sheet showed a $2.8 million shareholder
deficit.


TELEGLOBE INC: Deploys Spatial Portico in Commercial Service
------------------------------------------------------------
Teleglobe Inc., a provider of international voice, mobile
roaming, data and Internet services, has placed Spatial
Portico(TM) in commercial service. Spatial Portico is a mobile
network overlay element that will enhance Teleglobe's Global
Roaming Service and enable rapid deployment of new services to
globally support its mobile customers.

Spatial Wireless, a supplier of next-generation wireless
networking systems for today's mobile networks, was selected by
Teleglobe to ensure continuity of service when U.S. mobile
operators implement Mobile Number Portability as required by the
FCC. The next-generation technology from Spatial Wireless also
will support Teleglobe's mobile evolution strategy as it
introduces new mobile services anticipated over the next year to
address market demands.

Teleglobe's Global Roaming Service translates different
numbering plans and performs the signal conversion between
Common Channel Signalling System 7 (C7) and Signalling System 7
(SS7) standards seamlessly, permitting customers to place or
receive mobile calls and Short Messages (SMS) when they travel
internationally. Teleglobe operates the signalling conversion
platform, which is interconnected with worldwide GSM-based
mobile operators. Teleglobe's Global Roaming Service is provided
in cooperation with its joint-venture partner Comfone, whose
strengths in providing ITU Signalling, Roaming Brokering, DC/FC
services and all additional services for roaming, promise a
bright future in supporting customer requests.

"Teleglobe serves more than 325 mobile operators worldwide who
use various technologies and signaling standards. Our Global
Roaming Service can handle the rapid growth in wireless while
providing mobile operators the ability to offer their end users
the option of roaming to and from North America," said Serge
Fortin, Chief Operating Officer of Teleglobe.

In addition to the MNP function, Teleglobe expects to use the
Portico platform to create new services such as SMS screening
and ANSI-41/GSM translation to allow messaging between
TDMA/CDMA- and GSM-based carriers, which it expects to deploy
later in 2003.

Spatial Portico is easily deployed on top of Teleglobe's current
signaling network elements without requiring any major
infrastructure changes and related costs. Because it is based on
open standards and next-generation technology, Spatial Portico
enables Teleglobe to evolve its mobile networks to 3G with
minimal investment and disruption to service.

"Spatial Wireless is the only company with the experience,
flexibility and responsiveness to meet our requirements for a
fast deployment, which allowed us to meet our deadline
requirements," said Michel Guyot, Vice-President, Marketing &
EMEA & Asia / Pacific Sales, for Teleglobe USA Inc. "In addition
to these strengths, the Portico platform proved to be simple to
implement, and it will evolve with our global network, enabling
us to build and offer innovative mobile services today and in
the future."

"Teleglobe's deployment of Spatial Portico is indicative of
operators' recognition that next-generation switching
significantly reduces network costs today as a critical first
step in the evolution to the 3G and All-IP future," said Seshu
Madhavapeddy, Spatial Wireless' co-founder and vice president of
product line management and business development.

With a distributed and flexible architecture, Spatial Portico
supports rapid deployment of a broad range of solutions
including: Gateway Mobile Switching Center (GMSC) Network
Simplification and Long Distance Bypass solutions that lower
capital costs, simplify complex network configurations and
minimize port and long distance expenses; IP-SS7 Gateway
solutions to simplify IP-based services introduction; new 3G-
like Multi-Modal services that "mix" voice and data sessions for
the subscriber; Mobile Number Portability solutions and
solutions to enable services transparency across disparate core
networks. Commercially available and deployed today, Spatial's
platform offers superior density and scalability, proven
carrier-grade reliability and geographic redundancy. In all of
these cases, Spatial Portico requires only software upgrades to
evolve from 2G to 2.5 to 3G network implementations.

During 3GSM World Congress, Spatial Wireless will be exhibiting
in Hall 2, Stand E8. Teleglobe and Comfone will be exhibiting in
Hall 2, Stand D10.

Teleglobe is a leader in the global roaming services between
North America and the rest of the world. In addition to its
comprehensive portfolio of wireless services for mobile
telecommunication network operators worldwide, Teleglobe is
expanding its portfolio of services to support specific wireless
market needs. The new Premium Virtual Transit Service (VTS
Premium) provides international voice terminations to a number
of destinations. This service is especially designed for the
mobile operators market in providing higher levels of service
including the transmission and delivery of the CLI (Calling Line
Identifier) with the voice call. Teleglobe is also a provider of
international voice, data and Internet services.

Today, Teleglobe owns and operates an extensive global
telecommunications network built over a combination of
wavelength IRUs, ownership or participation in 90 fiber optic
submarine cable systems, satellite capacity, and leased
transmission capacity. This provides Teleglobe with advanced
voice, data and IP access capabilities from numerous points of
presence on its network. Teleglobe has reach to more than 240
countries and territories with advanced data capabilities.
Teleglobe currently has 275 direct and bilateral relations with
large incumbent and alternative carriers. Teleglobe also
provides data and IP access from numerous points of presence on
its network and currently has private and public peering
arrangements with 70 connections, including Tier 1 providers in
North America, Europe and Asia. Teleglobe is the carrier of
choice to many of the world's leading telecommunications
companies, mobile operators and Internet service providers.
Detailed information about Teleglobe is available on the
company's Web site at http://www.teleglobe.com

As previously reported, Ernst & Young Inc., has been appointed
by the court as Monitor with respect to the proceedings relating
to Teleglobe under the "Companies' Creditors Arrangement Act".

Teleglobe Inc.'s U.S. subsidiaries have also filed voluntary
petitions for reorganization under chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court in
Delaware (Bankr. Case No. 02-11518).

This step was taken in order to provide protection for the U.S.
subsidiaries similar to that previously obtained for Teleglobe
companies through their previous filings in Canada and the U.K.
In addition, Teleglobe continues to evaluate whether a
reorganization of its other foreign subsidiaries is appropriate.

Comfone AG provides services to mobile network operators
worldwide and was founded in 1997 with the aim to provide
solutions for efficient international roaming. The wide range of
services offered by Comfone are currently unique in the world
and, as such, Comfone is well poised to become the world's first
ever Roaming Broker. Comfone's service portfolio combines its
roaming platform, GRX, data, financial and SMS clearinghouse and
signalling services. The Complete Roaming Solution can be
provided for mobile operators just starting to expand their
services into the roaming arena. For the mature mobile operator
in need of competitive services and expertise Comfone offers
customised services.

Comfone employs 100 people based at its headquarters in Bern,
Switzerland. Further information is available at
http://www.comfone.com

Spatial Wireless develops and deploys next-generation networking
solutions for today's mobile networks. Using its patented,
breakthrough technology, Spatial Wireless dramatically reduces
operational expenditures and lowers capital costs for mobile
service providers worldwide by making today's networks more
efficient. With its commercially proven products, Spatial
Wireless has established a new paradigm enabling operators to
rethink the way they design and operate their core networks. The
Spatial Wireless portfolio includes Spatial Atrium(TM), a high-
capacity, distributed architecture core switch for Distributed
Mobile Switching Center (DMSC) solutions, and Spatial
Portico(TM), a network overlay element for Gateway Mobile
Switching Center (GMSC) cost reduction and network services
solutions. For more information about Spatial Wireless and its
products and technology, visit http://www.spatialwireless.com


TESORO PETROLEUM: Annual Shareholders' Meeting Slated for May 1
---------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) announced that its Board
of Directors had set the date for its Annual Meeting of
Stockholders for Thursday, May 1, 2003.

The record date for stockholders entitled to vote at the Annual
Meeting is March 12, 2003.

For business to be properly brought before the Annual Meeting by
a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company
by March 1, 2003.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes approximately 600 branded retail stations, of
which over 200 are company operated under the Tesoro(R) and
Mirastar(R) brands.

As previously reported in Troubled Company Reporter, Fitch
Ratings lowered the debt ratings of Tesoro Petroleum
Corporation. The rating action reflects Tesoro's constrained
capital structure and weak credit protection in a weak refining
margin environment in recent quarters.

Fitch has downgraded Tesoro's senior secured credit facility to
'BB-' from 'BB' and the company's subordinated debt to 'B' from
'B+'. The Rating Outlook remains Negative due to the continued
volatility and uncertainty in global crude markets and the U.S.
refining sector as the company works to repair its balance
sheet.

Tesoro Petroleum's 9.625% bonds due 2012 (TSO12USS1) are trading
at about 75 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TSO12USS1for  
real-time bond pricing.


UBIQUITEL INC: Unit to Complete Private Offer of New 14% Notes
--------------------------------------------------------------
UbiquiTel Operating Company, a wholly-owned subsidiary of
UbiquiTel Inc. (Nasdaq SmallCap: UPCS), made an announcement
regarding its pending offer to exchange, in a private placement,
up to $56,250,000 aggregate principal amount of its new 14%
Senior Discount Notes due May 15, 2010 for up to $225,000,000
principal amount of its outstanding 14% Senior Subordinated
Discount Notes due April 15, 2010.

The company announced that it has waived the requirement that
eligible holders tender their Existing Notes prior to 5:00 p.m.,
EST on Wednesday, February 5, 2003, the early participation
date, in order to be eligible to receive $50 in cash for each
$1,000 principal amount of Existing Notes tendered and accepted.  
As a result, the company will make the cash payment for all
notes validly tendered prior to 5:00 p.m., EST, on Friday,
February 21, 2003, the expiration date, and accepted by the
company.  The company intends to accept all notes validly
tendered (subject to proration as described below) and intends
to complete the offer promptly after the expiration date.

As previously announced, in addition to the $50 cash payment,
the company is offering to issue $250 in principal amount of New
Notes for each $1,000 principal amount of Existing Notes validly
tendered and accepted up to a maximum of $225,000,000 principal
amount of Existing Notes.  If more than $225,000,000 in
aggregate principal amount of Existing Notes are validly
tendered prior to the expiration date, the company will accept
tenders from holders on a pro rata basis.

The expiration date of the offer is 5:00 p.m., EST, on Friday,
February 21, 2003.  Except for the waiver of the early
participation date referred to above, all terms and conditions
of the offer remain in effect. The company does not intend to
make any other waiver or amendment of the terms of the offer.

The offer is only being made inside the United States to
investors who are qualified institutional buyers or accredited
investors, and outside the United States to non-U.S. persons.  
The New Notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements.  The company will enter into a
registration rights agreement pursuant to which it will agree to
file an exchange offer registration statement with the
Securities and Exchange Commission under which the New Notes may
be exchanged for registered notes having substantially identical
terms.
    
                         *      *      *

As previously reported, Standard & Poor's lowered its corporate
credit ratings on UbiquiTel Inc., and unit UbiquiTel Operating
Co., to triple-'C'-plus from single-'B'-minus.

At the same time, Standard & Poor's lowered its bank loan rating
on UbiquiTel Operating to triple-'C'-plus from single-'B'-minus
and its subordinated debt rating on the company to triple-'C'-
minus from triple-'C'. The ratings on both companies were placed
on CreditWatch with negative implications.

"The rating downgrade reflects the continued impact of the Clear
Pay customers on churn rate and cash flow measures in the near
term, together with overall slower subscriber growth anticipated
by Standard & Poor's. Although the company's bank covenants were
modified in July 2002, the CreditWatch placement reflects the
potential for the company not meeting the minimum subscribers
covenant over the next six months due to high churn and lower
net customer additions," said Standard & Poor's credit analyst
Rosemarie Kalinowski.


UNITED AIRLINES: Wants More Time to Make Lease-Related Decisions
----------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides that a debtor
must assume or reject its unexpired non-residential real
property leases within 60 days after the Petition Date.  
However, the statute permits the Court to extend the 60-day
period, upon the debtor's request, for cause.

With that in mind, UAL Corporation and its debtor-affiliates
sought and obtained Judge Wedoff's approval to move the lease
decision deadline for an additional 180 days, through and
including August 6, 2003.  The 180-extension is without
prejudice to the Debtors' right to seek a further extension if
necessary.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
it would be immensely difficult for the Debtors to make all
lease decisions by the 60-day deadline under Section 365(d)(4).  
The Debtors are party to over 600 unexpired real property
leases, the majority of which are for separate facilities.  Many
include airport-related infrastructure like terminal buildings,
hangars, cargo facilities, fuel farms and flight kitchens.  Off-
airport facilities include hotels, city ticket offices, regional
manager offices, reservations centers and other general offices.

With the 180-day extension, Mr. Sprayregen notes that the
Debtors will be afforded more time to review and evaluate the
leases necessary for their reorganization.  The Debtors will
timely perform their undisputed postpetition obligations under
the unexpired leases in the same manner as they have performed
the obligations before the Petition Date. (United Airlines
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


UNITED DEFENSE: Neuberger Berman Discloses 6.6% Equity Stake
------------------------------------------------------------
Neuberger Berman, Inc., and Neuberger Berman, LLC, beneficially
own 3,411,331 shares of the common stock of United Defense
Industries, Inc., with sole voting powers over 7,300 shares and
shared voting powers over 2,507,300 such shares.  The amount
held represents 6.6% of the outstanding common stock shares of
the Company.  The Berman firms hold shared dispositive powers
over the entire 3,411,331 shares.

Neuberger Berman, LLC is deemed to be a beneficial owner for
purpose of Rule 13(d) since it has shared power to make
decisions whether to retain or dispose of, and in some cases the
sole power to vote, the securities of many unrelated clients.  
Neuberger Berman, LLC does not, however, have any economic
interest in the securities of those clients.  The clients are
the actual owners of the securities and have the sole right to
receive and the power to direct the receipt of dividends from or
proceeds from the sale of such securities.

Employee(s) of Neuberger Berman, LLC and Neuberger Berman
Management, Inc. own  67,200 shares.  Employee(s) own these
shares in their own personal securities accounts.  Neuberger
Berman LLC disclaims beneficial ownership of these shares since;
these shares were purchased with each employee(s) personal funds
and each employee has exclusive dispositive and voting power
over the shares held in their respective accounts.

With regard to the shares set forth, Neuberger Berman, LLC and
Neuberger Berman Management Inc. are deemed to be beneficial
owners for purposes of Rule 13(d) since they both have shared
power to make decisions whether to retain or dispose and vote
the securities.  Neuberger Berman, LLC and Neuberger Berman
Management Inc. serve as sub-adviser and investment manager,
respectively, of Neuberger Berman's various Mutual Funds which
hold such shares in the ordinary course of their business and
not with the purpose nor with the effect of changing or
influencing the control of the United Defense Industries Inc.

No other Neuberger Berman, LLC advisory client has an interest
of more than 5% of United Defense Industries.

It should be further noted that the share calculation is derived
from a total combination of the shares set forth. The remaining
balance of shares, if any, are for individual client accounts
over which Neuberger Berman, LLC has shared power to dispose but
not vote shares.

UDI designs, manufactures, and supplies tracked armored combat
vehicles and weapons systems for the US military and the
militaries of certain allied governments. The company is a sole-
source/prime contractor for a number of important defense
programs including the Bradley family of vehicles, the M113troop
transport vehicle, the M88 tank recovery vehicle, the M109self-
propelled howitzer, and the Crusader.

United Defense Industries' September 30, 2002 balance sheet
shows a working capital deficit of about $51 million, and a
total shareholders' equity deficit of about $68 million.


VALHI INC: 4th Quarter 2002 Financial Results Show Improvement
--------------------------------------------------------------
Valhi, Inc., (NYSE: VHI) reported net income of $5.6 million in
the fourth quarter of 2002 compared to net income of $3.7
million in the fourth quarter of 2001.  Excluding the effects of
the items summarized in the accompanying table, the Company
would have reported a net loss of $.01 per diluted share in each
of the fourth quarter of 2002 and the fourth quarter of 2001.  
For the full year of 2002, the Company reported net income of
$1.2 million compared to net income of $93.2 million in 2001.  

Chemicals operating income declined in the full year of 2002
compared to 2001 due primarily to lower average selling prices
for titanium dioxide pigments ("TiO2"), offset in part by higher
TiO2 sales and production volumes. Excluding the effect of
fluctuations in the value of the U.S. dollar relative to other
currencies, NL's average TiO2 selling prices in the fourth
quarter of 2002 were comparable with the fourth quarter of 2001,
and were 9% lower in the full year of 2002 compared to 2001.  
NL's TiO2 sales volumes in the fourth quarter of 2002 were 12%
higher than the fourth quarter of 2001.  NL's TiO2 sales volumes
in calendar 2002 were 13% higher than 2001.  NL's TiO2
production volumes in the fourth quarter of 2002 were 11% higher
than the fourth quarter of 2001, and were 7% higher for the full
year.  The lower TiO2 sales and production volumes in 2001 were
due in part to the effect of the previously-reported March 2001
fire at NL's Leverkusen, Germany TiO2 facility. The sales and
production volumes in calendar 2002 were both records for NL.

Chemicals operating income in the fourth quarter and full year
of 2001 includes $19.3 million and $27.3 million, respectively,
of business interruption insurance proceeds as payment for
losses (unallocated period costs and lost margin) caused by the
Leverkusen fire.  Of such $19.3 million recognized in the fourth
quarter of 2001, $16.6 million was attributable to recovery of
unallocated period costs and lost margin related to prior 2001
quarters, and $2.7 million was attributable to the fourth
quarter of 2001.

NL also recognized insurance recoveries of $18.6 million and
$29.1 million in the fourth quarter and full year of 2001,
respectively, for property damage and related cleanup and other
extra expenses incurred related to the fire, resulting in an
insurance gain of $11.7 million and $16.2 million, respectively,
as insurance recoveries exceeded the carrying value of the
property destroyed and the cleanup and other extra expenses
incurred.

NL's average selling prices for TiO2 increased 2% in the fourth  
quarter of 2002 compared to the third quarter of this year, with
increases in all major markets.  NL and other major TiO2
producers have recently announced a new round of TiO2 price
increases.  NL currently expects its full-year 2003 TiO2 sales
volumes to be comparable to 2002, with average selling prices
higher in 2003 compared to 2002.  Based on these assumptions, NL
currently expects to report higher operating income in 2003
compared to 2002, however NL believes it is difficult to predict
its full-year results due to uncertainties surrounding the
economy, including the potential for international conflict.

Excluding the effect of CompX's (i) fourth quarter 2001 charge
aggregating $5.7 million related to the consolidation and
rationalization of certain of its European and North American
operations (including headcount reductions) and provisions for
obsolete and slow-moving inventories and other items and (ii)
fourth quarter 2002 charge aggregating $3.5 million related to
the retooling of one of its manufacturing facilities and
provisions for changes in estimates with respect to obsolete and
slow-moving inventories, overhead absorption rates and other
items, component products operating income decreased in the
fourth quarter and full year of 2002 compared to the same
periods of 2001 as weak end-user demand continued to negatively
impact CompX's operating results.  CompX continues to emphasize
cost control measures in an attempt to mitigate the impact of
the general soft market demand.  Waste management's operating
losses declined in the fourth quarter and full year of 2002
compared to the same periods of 2001 due to the favorable effect
of certain cost control measures implemented in 2002.

TIMET's results continued to be adversely impacted by the  
downturn in the commercial aerospace industry.  During the
fourth quarter of 2002, TIMET's mill and melted products sales
volumes decreased 31% and 49%, respectively, compared to the
fourth quarter of 2001.  TIMET's average selling prices for
mill products in the fourth quarter of 2002 were 2% lower
compared to the fourth quarter of 2001, while selling prices for
its melted products decreased 13%.  Equity in losses of TIMET in
2002 includes a third quarter $15.7 million pre-tax impairment
provision for an other than temporary decline in the value
of the Company's investment in TIMET.  TIMET's results in the
first quarter of 2002 include the previously-reported $27.5
million impairment provision related to its investment in the
convertible preferred securities of Special Metals Corporation,
while TIMET's results in 2001 include the previously-reported
(i) second quarter gain related to its settlement with Boeing,
(ii) fourth quarter $61.5 million impairment provision related
to its investment in Special Metals Corporation and (iii) $12.3
million increase in its deferred income tax asset valuation
allowance.  TIMET recognized $10.7 million and $23.4 million of
income related to the take-or-pay provisions of its current
contract with Boeing in the fourth quarter and full year of
2002, respectively.

Legal settlement gains relate primarily to the previously-
reported settlements reached by NL with certain of its primary
former insurance carriers in both 2001 and 2002, and the first
quarter 2001 settlement of certain litigation to which Waste
Control Specialists was a party.  General corporate interest and
dividend income declined in 2002 compared to the same periods of
2001 due to a lower level of invested funds and lower average
yields.  Securities transaction gains relate primarily to the
disposition of a portion of the shares of Halliburton Company
common stock held by the Company, including dispositions when
certain holders of the Company's LYONs debt obligation exchanged
their LYONs for such Halliburton shares, and in 2001 includes a
provision for an other than temporary decline in value of
certain marketable securities held by the Company.

The general corporate foreign currency transaction gain resulted
from the extinguishment of certain intercompany indebtedness of
NL.  The gain on disposal of fixed assets relates to the sale of
certain real estate held by Tremont Corporation.  The gain on
the sale/leaseback of land relates to CompX's manufacturing
facility in the Netherlands.  General corporate expenses were
higher in 2002 compared to the same periods in 2001 as higher
environmental, legal and stock compensation-related expenses of
NL were partially offset by the effect of lower stock
compensation-related expenses of Tremont.

Interest expense in 2002 includes $2.0 million in the second
quarter related to the loss on the early extinguishment of NL's
Senior Secured Notes. Interest expense was lower in calendar
2002 compared to 2001 due primarily to lower average levels of
outstanding indebtedness and lower average variable interest
rates.

The provision for income taxes in the fourth quarter of 2001
includes a $17.6 million tax benefit related principally to a
change in estimate of NL's ability to utilize certain German tax
attributes following the completion of a restructuring of its
German subsidiaries, and in the fourth quarter of 2002 includes
a $2.7 million tax benefit related to certain changes in the
Belgian income tax law.  The provision for income taxes in 2002
also varies from the U.S. statutory income tax rate in part
because no income tax was recognized on NL's general corporate
foreign currency transaction gain, as NL offset such income tax
by utilizing certain income tax attributes, the benefit of which
had not previously been recognized.

Valhi, Inc., is engaged in the titanium dioxide pigments,
component products (ergonomic computer support systems,
precision ball bearing slides and security products), titanium
metals products and waste management industries.  The Company's
2002 results are subject to completion of an audit and the
filing of its 2002 Annual Report on Form 10-K.

As previously reported, Standard & Poor's raised its corporate
credit rating on Valhi Inc., to double-'B' from double-'B'-minus
as a result of improvements to the company's financial profile.
The outlook is stable.

At the same time, Standard & Poor's assigned its double-'B'
corporate credit rating to Kronos International Inc., and
its double-'B'-minus rating to KII's proposed ?270 million
senior secured notes due 2009. The corporate credit and senior
secured ratings on NL Industries Inc. were withdrawn. KII, a
majority-owned indirect subsidiary of Valhi, is a leading
European producer of titanium dioxide (TiO2). A substantial
portion of the proceeds from this financing will be used to
repay NL's senior secured notes due 2003.


VOLUME SERVICES: S&P Puts Low-B Ratings on Watch Developing
-----------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured bank loan ratings, as well as its 'B-'
subordinated debt rating for food and beverage service provider
Volume Services America Inc., on CreditWatch with developing
implications.

The CreditWatch placement followed the announcement by VSA's
parent, Volume Services America Holdings, Inc., (unrated) that
it has filed a registration statement with the SEC for an
initial public offering of income deposit securities
(representing shares in VSAH common stock) and subordinated
debt. In connection with this offering, VSA is expected to
commence a tender offer for its outstanding subordinated notes
due 2009.

Developing implications mean that the ratings on Spartanburg,
South Carolina-based VSA could be raised, lowered, or affirmed.

"We will meet with management to discuss the financial and
business impact of this proposed transaction and evaluate the
impact on credit quality before taking further rating action,"
said Standard & Poor's credit analyst Jean Stout.

VSA had about $210 million of total debt outstanding as of
October 31, 2002.

VSA, formed in August 1998 through the combination of Volume
Services Inc., a food service provider to sports facilities, and
Service America Corp., a provider of food services to convention
centers, is one of the largest food service providers in the
fragmented recreational U.S. food service industry. The company
provides food and beverage concessions, high-end catering, and
merchandise services to sports facilities, convention centers,
and other entertainment venues throughout the U.S.


WEIRTON STEEL: Board Members Vote to Reduce Service Fees by 20%
---------------------------------------------------------------
In keeping with proposed cost-cutting measures at Weirton Steel
Corp. (OTC Bulletin Board: WRTL), the company's board of
directors voted unanimously to reduce by 20 percent the fee its
members receive for board service.

The action, which occurred at a regularly scheduled board
meeting, affects six of the nine directors.  The remaining three
members are Weirton Steel employees and are not compensated for
serving on the board.

The decrease will take effect upon ratification of new labor
agreements by the Independent Steelworkers Union and the
Independent Guard Union.

The company and unions reopened their contracts in December and
recently reached a tentative accord.  Among several issues, the
new contract calls for pay reductions and a pension plan freeze.  
If ratified, management personnel will incur like reductions and
be included in the pension freeze.

"We've previously mentioned that contributions back to the
company will be shared by hourly and management personnel.  The
board recognizes and appreciates sacrifices made today and in
the past by our employees and wants to ensure it also
participates in efforts to help our company's competitiveness,"
said John Walker, Weirton Steel president and chief executive
officer.

The cost-saving steps are designed to reduce the company's
annual expenses by $38 million and are in response to an
increasingly competitive steel industry, a weakened economy,
steel imports and rising health care costs.

Weirton Steel is the seventh largest U.S. integrated steel
company.

Weirton Steel reported a total shareholders equity deficit of
about $562.5 million, as of September 30, 2002.


WELLMAN: S&P Revises Outlook to Stable after Equity Investment
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wellman Inc., to stable from negative following the company's
announcement of a $125 million private equity investment from
Warburg Pincus.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit and preliminary senior unsecured debt ratings on the
company. Wellman, based in Shrewsbury, New Jersey, is a producer
of polyester staple fibers and polyethylene terephthalate  
resins and has about $235 million of reported debt outstanding.

"The successful completion of the private equity investment,
which is subject to shareholder approval, would alleviate
Wellman's near-term refinancing pressures and improve the
company's access to liquidity", said Standard & Poor's credit
analyst Franco DiMartino. The Warburg Pincus investment is
contingent on Wellman obtaining a new $175 million revolving
credit facility, which would replace the existing $275 million
credit facility due in September 2003.

Standard & Poor's said that its ratings on Wellman reflect a
below-average business risk profile that recognizes its leading
positions in the polyester staple fiber and PET segments of the
polyester market, tempered by inherent industry cyclicality and
an increasingly narrow product focus. Moderate financial
policies and still-sufficient availability under committed and
uncommitted bank lines are supportive of the ratings.


WORLDCOM INC: BofA Obtains Stay Relief to Foreclose Collateral
--------------------------------------------------------------
Bank of America, N.A., a secured creditor and party-in-
interest in Worldcom Inc., and its debtor-affiliates' chapter 11
cases, obtained the Court's nod granting relief from the
automatic stay under Section 362(d)(2) of Bankruptcy Code to
foreclose on its collateral.

As previously reported, Bank of America issued in 1996 a
$25,000,000 letter of credit in connection with a tax advantaged
bond issue for Mississippi College.  The letter of credit was
amended from time to time as to the amount.  As of December 17,
2002, it was approximately $34,500,000.

In the fall of 2000, WorldCom provided Bank of America with a
guarantee of certain obligations including those arising under
the letter of credit.  The guarantee was amended from time to
time.  On February 12, 2001, the guarantee was amended in
connection with an Omnibus Amendment to Loan Documents between
the Bank and Bernard Ebbers and certain related companies.  On
January 25, 2002, the February 12, 2001 guaranty was reaffirmed
and modified in connection with a second restructuring of
certain loans pursuant to a Second Omnibus Amendment to Loan
Documents.

On February 5, 2002, WorldCom wired the Bank $34,500,000 as cash
collateral for the letter of credit. Additional cash collateral
amounting to $1,996,273.97 was received on April 24, 2002.  The
cash is held in an investment account maintained at the Bank
pursuant to a pledge agreement between the parties dated as of
February 5, 2002.  The Pledge Agreement entitles the Bank to
shift funds out of the Investment Account to reimburse itself
for any and all draws under the letter of credit.

The Indenture Trustee under the Mississippi bonds caused the
bonds to be redeemed on December 17, 2002, through a draw on the
letter of credit.  Accordingly, the Bank honored a draw on the
letter of credit equal to $34,516,257.53 on December 17, 2002.

The Debtors have made no request for use of the cash collateral
and has other sources of cash for its operations.

In this case, the Bank honored the Indenture Trustee's draw on
the letter of credit amounting to $34,516,257.53 on December 17,
2002, representing principal plus accrued interest on the bonds.  
The Bank is a secured creditor of WorldCom for all sums owed to
it under the January 25, 2002 guaranty and the Pledge Agreement.  
The total available in the Investment Account as of December 17,
2002 was $36,964,807.51.

The Bank will release any excess cash collateral to the Debtors'
bankruptcy estate. (Worldcom Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 8.00% bonds due 2006
(WCOE06USR2) are trading at about 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


* Meetings, Conferences and Seminars
------------------------------------
February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
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February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

February 25-26, 2003
   EURO LEGAL
      Run-Off and Commutations
         Radisson Edwardian Hampshire Hotel, London UK
            Contact: +44-20-7878-6897 or
                         http://www.www.euro-legal.co.uk

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 20-21, 2003
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      Outsourcing In Financial Services
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

March 27-28, 2003
    FINANCIAL RESEARCH ASSOCIATES
        Commercial Loan Workout Techniques
            New York Helmsley Hotel, New York City, NY
                Contact: 1-800-280-8440 or http://www.frallc.com

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
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       Healthcare Transactions: Successful Strategies for
          Mergers, Acquisitions, Divestitures and Restructurings
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April 10-11, 2003
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      Predaotry Lending
         The Westin Grand Bohemian, Florida
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April 10-13, 2003
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      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
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      Credit Derivatives
         Waldorf Astoria, New York
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May 1-3, 2003
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May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

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.

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