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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 20, 2003, Vol. 7, No. 36

                           Headlines

ADELPHIA BUSINESS: Asks Court to Fix April 2 as Claims Bar Date
ADELPHIA COMMS: Asks Court to Further Extend Exclusive Periods
ADVANCED LIGHTING: Promotes Sabu Krishnan to COO Position
AIRGATE PCS: Dec. 31 Balance Sheet Upside-Down by $340 Million
AKORN INC: Board Appoints Arthur S. Przybyl as Interim CEO

AKORN INC: Arjun C. Waney Discloses 9.8% Equity Stake
ALPHARMA INC: S&P Affirms BB- Corp. Credit & Senior Sec. Ratings
AMERICAN COMMERCIAL: Taps Huron Consulting as Financial Advisor
AMERICAN GREETINGS: Names Zev Weiss as New Chief Exec. Officer
ANC RENTAL: Liberty Has Until April 15 to File Proofs of Claim

ANCHOR LAMINA: S&P Withdraws B- Ratings at Company's Request
AUXER GROUP: Considering Repurchase Program for 50 Mill. Shares
BLACKSTONE TECH: Proofs of Claim & Interest Due by March 27
BLOUNT INT'L: Dec. 31 Net Capital Deficit Widens to $369 Million
BOOTS & COOTS: Checkpoint Proposes Chapter 11 Restructuring

BRITISH ENERGY: Distressed Exchange Offer Spurs S&P's SD Rating
BUDGET GROUP: Asks Court to Waive Sec. 345 Investment Guidelines
BURLINGTON: Classification and Treatment of Claims Under Plan
CALYPTE BIOMEDICAL: Expects $6.3-Mill. Net Loss for Dec. Quarter
CANNONDALE CORPORATION: Pegasus Bid Goes to Auction on March 13

CATALYST INT'L: Working Capital Deficit Tops $5 Mill. at Dec. 31
CONSECO FINANCE: Agency Debtors Want to Continue Insurance Pacts
CONSECO INC: Wants Approval of Proposed Solicitation Procedures
DATATRAK INT'L: Fails to Comply with Nasdaq Listing Requirements
DYNEGY INC: Sells Hackberry LNG Project to Sempra LNG Corp.

EL PASO CORP: Major Shareholder Calls for New Board of Directors
EL PASO CORP.: Urges Shareholders to Reject Proxy Contest
ELDERTRUST: Working Capital Deficit Narrows to $14MM at Dec. 31
ENCOMPASS SERVICES: Court Approves Deloitte & Touche Engagement
ENRON CORP: Gets Approval to Pay $29 Million in Employee Bonuses

FARMLAND INDUSTRIES: Inks Pact to Sell Fertilizer Assets to Koch
FEDERAL-MOGUL: Plan Filing Exclusivity Extended to March 6, 2003
FEDERAL SECURITY: Auditors Doubt Ability to Continue Operations
FRONTLINE CAPITAL: Wants Exclusivity Extended through June 6
GENSCI: Court Sets Disclosure Statement Hearing for March 18

GENUITY INC: Wants More Time to Move Actions to New York Court
GLOBAL CROSSING: Reuters Seeks Stay Relief to Set-Off Claims
GRAPHIC PACKAGING: Reports Improved Financial Results for Q4
HARBISON-WALKER: Halliburton Stay Continued Until March 21, 2003
INDYMAC BANK HOME: Fitch Junks Class BF of Ser. 2000-c & 2001-A

INTELLICORP INC: Delaware Court Confirms Chapter 11 Reorg. Plan
IT GROUP: Dimensional Fund Dumps Equity Position
KAISER ALUMINUM: Earns Approval to Consummate Tacoma Plant Sale
KEMPER PROPERTY: S&P Puts BB+ Counterparty Rating on Watch Neg.
KENTUCKY ELECTRIC: Look for Schedules and Statements by March 24

KEY3MEDIA: Section 341(a) Meeting Scheduled for March 14, 2003
KULICKE & SOFFA: Hosting Mid-Quarter Conference Call on Tuesday
LASERSIGHT INC: Nasdaq Postpones Delisting Action
LTV CORP: Reaches Settlement Agreement with Baker Environmental
LTV CORP: Wants Court Approval to Implement Wind-Down Plan

LUMENON INNOVATIVE: Creditors' Meeting Scheduled for March 21
METROMEDIA FIBER: Obtains Exclusivity Extension Until May 16
MICRON TECH: Implementing a Series of Cost Reduction Initiatives
NACIO SYSTEMS: eSynch Completes Share Exchange for Nacio Assets
NASH-FINCH: Fitch Hatchets Secured Credit Facility Rating to B+

NATIONAL ENERGY: Maillie Falconiero Airs Going Concern Doubt
NATIONAL STEEL: Selling Robinson Steel Interest for $3 Million
NATIONSRENT INC: Wants Fourth Lease Decision Period Extension
NAVIGATOR GAS: Brings-In Kasowitz Benson as Bankruptcy Attorneys
NORTEL NETWORKS: Wins $15-Million Contract with China Netcom

NTELOS: Initiates Financial Restructuring Talks with Noteholders
OBSIDIAN ENTERPRISES: Dec. 31 Balance Sheet Upside-Down by $690K
OWENS CORNING: Court OKs Stipulation Resolving Valspar's Claims
PICCADILLY CAFETERIAS: Weak Performance Prompts S&P's B- Rating
PLANVISTA CORP: NCR Pension Trust Discloses 6.04% Equity Stake

QWEST COMMS: Reports Strong Service Improvements for 2002
REGUS BUSINESS: Appoints Garden City as Court Claims Agent
RELIANT RESOURCES: Lenders Extend Bridge Loan Maturity to Mar 28
SATCON TECHNOLOGY: Firms-Up $4 Million Financing Transaction
STILLWATER MINING: New Funds Necessary to Meet Liquidity Needs

STRUCTURED ASSET: Fitch Downgrades Class B3 & B4 Ratings to BB/D
UCAR INT'L: William Blair & Co. Discloses 10.50% Equity Stake
UNITED AIRLINES: Gets Court Nod to Perform Aircraft Obligations
UNIVERSAL HOSPITAL: Dec. 31 Net Capital Deficiency Tops $54 Mil.
VOXWARE INC: Balance Sheet Insolvency Widens to $4.5 Million

WEIRTON STEEL: Narrows Fourth Quarter 2002 Net Loss to $24 Mill.
WESTERN WIRELESS: Appoints Jerry Gallegos as VP for Marketing
WORLDPORT COMMS: Receives Notice of WCI Tender Offer Termination
WYNDHAM INT'L: Names Mobasher Ahmed Area Director of Operations
XO COMMS: Asks Court to Fix March 14 as Admin. Claims Bar Date

YOUBET.COM INC: Clinches $2 Million Private Placement Financing

* DebtTraders' Real-Time Bond Pricing

                           *********

ADELPHIA BUSINESS: Asks Court to Fix April 2 as Claims Bar Date
---------------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the period within which proofs
of claim must be filed in a Chapter 11 case pursuant to Section
501 of the Bankruptcy Code.  Bankruptcy Rule 3003(c)(2) provides
that any creditor that asserts a claim against any of the
Adelphia Business Solutions Debtors that arose prior to the
applicable Commencement Date, and whose claim is not scheduled
in the Debtors' schedules of assets and liabilities, or whose
claim is scheduled as a disputed, contingent, or unliquidated
claim, must file a proof of claim.

By this motion, the ABIZ Debtors ask the Court to establish
April 2, 2003 at 5:00 p.m. Prevailing Eastern Time as the last
date and time by which proofs of claim based on prepetition
debts or liabilities against any of the Debtors must be filed.
In addition, the ABIZ Debtors seek the Court's approval of the
proposed proof of claim form, the proposed Bar Date notice, and
the proposed notice and publication procedures.

According to Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP,
in New York, fixing April 2, 2003 as the Bar Date will enable
the ABIZ Debtors to receive, process, and begin their analysis
of creditors' claims in a timely and efficient manner.  Based on
the notice procedures, this date will give all creditors ample
opportunity to prepare and file proofs of claim.

Ms. Liu relates that each person or entity that asserts a claim
against any of the Debtors that arose prior to the Petition
Date, must file an original, written proof of claim which
substantially conforms to the proposed form of Proof of Claim or
Official Form No. 10, so as to be received on or before the Bar
Date by Bankruptcy Services LLC.  Original proofs of claim may
be sent either by:

   -- overnight delivery or hand delivery to the United States
      Bankruptcy Court, Southern District of New York, One
      Bowling Green, Room 534, New York, NY 10004-1408; or

   -- mail to United States Bankruptcy Court, Southern District
      of New York, Bowling Green Station, P.O. Box 5054 New
      York, NY 10004.

Proofs of Claim sent by facsimile will not be accepted.  All
Proofs of Claim will be deemed timely filed only if actually
received by the Bankruptcy Court on or before the Bar Date.

Persons or entities holding claims of these types are not
required to file a proof of claim on or before the Bar Date:

   A. any claim for which a proof of claim substantially
      conforming to the proposed Proof of Claim or Official Form
      No.10 has already been properly filed with the Clerk of the
      United States Bankruptcy Court for the Southern District of
      New York;

   B. any person or entity whose claim is listed on the Schedules
      filed by the Debtors, provided that:

      -- the claim is not scheduled as "disputed," "contingent"
         or "unliquidated";

      -- the claimant does not disagree with the amount, nature
         and priority of the claim as set forth in the Schedules;
         and

      -- the claimant does not dispute that the claim is an
         obligation of the specific Debtor against which the
         claim is listed in the Schedules;

   C. any claim for an administrative expense, as defined in
      Sections 503(b) and 507(a) of the Bankruptcy Code;

   D. any claim, which has been paid in full by the Debtors;

   E. any holder of a claim for which specific deadlines have
      previously been fixed by this Court;

   F. any claim, which is limited exclusively to the repayment of
      principal, interest, and other applicable fees and charges
      arising from any bond or note issued by the Debtors under
      any of these indentures:

      -- Series A & B 13% Senior Discount Notes Due 2003,

      -- Series A & B 12-1/4% Senior Secured Notes Due 2004, or

      -- 12% Senior Subordinated Notes Due 2007;

      provided, however, that:

      -- the exclusion will not apply to the indenture trustee
         under each of the applicable Indentures,

      -- each of the Indenture Trustees will be required to file
         one proof of claim, on or before the Bar Date, on
         account of all of the Note Claims arising under an
         Indenture, and

      -- any holder of a Note Claim wishing to assert a claim,
         other than a Note Claim, arising out of or relating to
         the Indentures will be required to file a proof of claim
         on or before the Bar Date, unless another exception
         applies;

   G. any claim that has been allowed by a Court order entered on
      or before the Bar Date;

   H. any claim asserted solely against any of the Debtors' non-
      debtor affiliates;

   I. any Debtor having a claim against another Debtor or any of
      ABIZ's non-debtor subsidiaries having a claim against
      any of the ABIZ Debtors; and

   J. any claims that may be asserted by ACOM, or any of its
      debtor and non-debtor subsidiaries or affiliates, against
      any of the ABIZ Debtors.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease, as to
which the order authorizing the rejection is dated:

   -- on or before the date of entry of the Bar Date Order, must
      file a proof of claim based on the rejection on or before
      the Bar Date, or

   -- after the date of entry of the Bar Date Order, must file a
      proof of claim on or before the date as the Court may fix
      in the applicable order authorizing the rejection.

Holders of equity security interests in the Debtors need not
file proofs of interest, provided, however, that if any holder
asserts a claim against the Debtors, a proof of claim must be
filed on or prior to the Bar Date.

The proposed Proof of Claim form substantially conforms to
Official Form 10, but has been tailored for the specific
circumstances of the Debtors' cases.  The non-substantive
modifications to Official Form 10 proposed by the Debtors
include:

   A. allowing the creditor to correct any incorrect information
      contained in the name and address portion;

   B. including certain additional instructions;

   C. providing a list of the Debtors; and

   D. the amount of the creditor's claim as listed on the
      Schedules.

Each Proof of Claim filed must:

   -- be written in the English language;

   -- be denominated in lawful currency of the United States as
      of the Petition Date;

   -- conform substantially with the Proof of Claim provided or
      Official Form No. 10; and

   -- indicate the particular Debtor against whom the claim is
      being filed.

Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that
any holder of a prepetition claim against any of the Debtors,
who is required, but fails, to file a proof of claim on or
before the Bar Date will be forever barred, estopped, and
enjoined from asserting the claim against the Debtors.  In
addition, the Debtors and their property will be forever
discharged from any and all indebtedness or liability with
respect to the claim, and the holder will not be permitted to
vote to accept or reject any plan of reorganization filed in
these Chapter 11 cases, or participate in any distribution to
the holders of claims in Debtors' Chapter 11 cases on account of
the claim or to receive further notices regarding the claim.

The Debtors propose to mail a Bar Date Notice to:

     a. the United States Trustee;

     b. counsel to each official committee;

     c. all persons or entities that have requested notice of the
        proceedings in these Chapter 11 cases;

     d. all persons or entities that have filed claims;

     e. all creditors and other known holders of claims as of the
        date of the Bar Date Order, including all persons or
        entities listed in the Schedules as holding claims;

     f. all parties to executory contracts and unexpired leases
        of the Debtors;

     g. all parties to litigation with the Debtors;

     h. the Internal Revenue Service for the Southern District of
        New York;

     i. the Securities and Exchange Commission; and

     j. all additional persons and entities as deemed appropriate
        by the Debtors.

The Debtors contend that providing notice to equity holders of
the Bar Date is unnecessary because it is unlikely that holders
of equity interests will receive any distributions in respect of
these interests under a plan of reorganization.

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

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

     -- known creditors with current addresses unknown to the
        Debtors.

The Debtors plan to publish the Bar Date Notice in The New York
Times (National Edition) and The Wall Street Journal (National
Edition), on or before February 26, 2003.

Ms. Liu reports that the Publication Notice includes a telephone
number that creditors may call to obtain copies of the Proof of
Claim form and information concerning the procedures for filing
proofs of claim.

To facilitate and coordinate the claims reconciliation and bar
date notice functions, BSI will mail the Proof of Claim forms
together with the Bar Date Notice.  This will:

     -- ensure that each creditor whose claim is listed on the
        Schedules will receive a "personalized" Proof of Claim
        form printed with the appropriate creditor's name; and

     -- facilitate the matching of scheduled and filed claims,
        and the claims reconciliation process.

By establishing April 2, 2003 as the Bar Date, all potential
claimants will have 35 days after the mailing of the Bar Date
Notice within which to file their proofs of claim. (Adelphia
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMMS: Asks Court to Further Extend Exclusive Periods
--------------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
informs the Court that since the first exclusive periods
extension order, many of the Adelphia Communications Debtors'
resources have been devoted not only to stabilizing their
operations and maintaining the value of these estates, but also
to identifying, recruiting and engaging a team of seasoned
cable-industry executives to run their businesses, restore their
credibility and restructure their finances.  During this time,
the ACOM Debtors, with the assistance of interim management and
their professionals, have been diligently working on numerous
corporate, financial and legal issues, involving:

     -- the Securities and Exchange Commission and criminal
        investigations;

     -- federal and state franchise regulatory authorities;

     -- financial statement and audit activities; and

     -- the myriad challenges incident to operating their cable
        and other businesses.

However, Mr. Abrams explains that many of the major management
decisions that will shape the ACOM Debtors' long-term business
plan and strategic direction have been awaiting input from the
new management that is being assembled.  As a result, the
process of formulating a business plan is in its infancy and the
ACOM Debtors have yet to begin negotiations with their creditors
and equity holders with respect to a Chapter 11 plan.
Accordingly, a further extension of the Exclusive Periods is
both necessary and appropriate to allow the ACOM Debtors to
begin the next stage in the administration of these estates.

Thus, the ACOM Debtors ask the Court to extend their exclusive
period to file a plan of reorganization until June 20, 2003 and
their exclusive period to solicit and obtain acceptances of that
plan through and including August 21, 2003.

Mr. Abrams outlines some of the important activities undertaken
by the ACOM Debtors to date:

   (a) following a lengthy period of negotiating and careful and
       deliberate consideration by the Debtors' Board of
       Directors, executed employment agreements with William
       Schleyer to serve as Chairman of the Board and Chief
       Executive Officer and Ronald Cooper to serve as President
       and Chief Operating Officer, and filed a motion seeking
       authority to enter into these agreements.  The Debtors are
       currently in extensive litigation with the Equity
       Committee regarding these agreements.  A hearing date is
       set for February 21, 2003 on the Debtors' motion;

   (b) commenced a dialogue with the Committees and governmental
       units involving the implementation of a governance
       protocol designed to reconstitute the Board through the
       selection of new, independent directors;

   (c) continued their migration efforts from ABIZ and the claims
       reconciliation process attendant thereto, including the
       filing of a request to conduct a 2004 examination seeking
       the production of documents and obtaining approval of a
       joint rejection procedure for executory contracts and
       unexpired leases;

   (d) obtained approval of certain amendments and waivers in
       connection with their $1,500,000,000 debtor-in-possession
       financing facility;

   (e) obtained approval of the terms of postpetition financing
       for Niagara Frontier Hockey, L.P. and general authority to
       negotiate a sale of these entities' operating assets;

   (f) continued to analyze their executory contracts and leases
       to determine whether these agreements should be assumed or
       rejected by the estates and obtained a court order
       rejecting leases and agreements;

   (g) continued to analyze the disposition of non-core assets;

   (f) continued cooperation with the SEC and the Department of
       Justice in connection with their ongoing investigations
       and proceedings;

   (g) worked closely with the Committees and senior secured
       lenders and their professionals to keep all parties fully
       informed of the Debtors' finances and efforts to formulate
       a business plan.  Throughout the postpetition period, the
       Committee's professionals have been given access to the
       Debtors' senior management.  The Committee's advisors have
       also had open access to Debtors' counsel and other
       advisors.  In addition, the Constituents have directly
       participated in meetings with the Debtors and their
       professionals.  The Debtors anticipate that this open
       exchange among the Debtors and the Committee will
       continue;

   (h) engaged in discussions with local franchise authorities in
       an effort to resolve issues relating to:

       a. alleged prepetition defaults under franchise
          agreements;

       b. monetary and performance upgrade obligations required
          under the agreements;

       c. the continued provision of uninterrupted service to
          their customers; and

       d. the renewal or extension of numerous franchises.

       The Debtors are party to 3,000 franchise agreements with
       various municipalities.  During the last several months
       the Debtors spent a considerable amount of time responding
       to certain LFAs' motion in support of the formation of an
       official franchise committee and seeking relief in
       connection with the denial of three New Hampshire
       franchises.  In addition, the Debtors are continuing to
       compile a database of all of their nationwide franchise
       obligations;

   (i) sued their former auditors, Deloitte & Touche;

   (j) opposed ML Media Partners, L.P.'s Motion for Partial
       Remand and Abstention, moved for summary judgment on
       acceleration issues, filed their Answer, Affirmative
       Defenses and Counterclaims to ML Media's amended complaint
       and participated in a general planning and discovery
       scheduling meeting; and

   (k) obtained a Temporary Restraining Order in the Debtors'
       case against the Rigas Family and their entities freezing
       their assets except to the extent necessary for the
       Rigases to pay for their criminal and civil attorneys and
       reasonable living expenses.

As important as these accomplishments are, Mr. Abrams believes
that the road ahead has significant challenges.  In the coming
months, the Debtors intend to promptly conclude the litigations
commenced by the Equity Committee regarding the employment of
the Debtors' new management and claimed shareholder rights.
Once the new management team is formally authorized to begin
working, is fully integrated, and has had an opportunity to
evaluate and shape the draft long-term budget and business model
the Debtors have been developing, the Debtors hope to be in a
position to share these long-term forecasts and plans with the
Constituents. As these items will serve as a guide for the
structure and operational decisions that will undergird the
Debtors' long-range business plan, the Debtors anticipate that
these models and forecasts, as modified and supplemented by
creditor and equity holder input, will help lay the foundation
for the development of a consensual plan or plans of
reorganization.  Due to the delay occasioned by opposition to
the Debtors' new management team, however, the Debtors
anticipate that a further extension -- beyond the four months
sought -- will be needed to accomplish these goals.

Mr. Abrams points out that the sheer size and complexity of
these cases supports a finding of cause to extend the Exclusive
Periods.

Mr. Abrams tells the Court that the size of the Debtors'
operations, coupled with the multitude of legal and operational
challenges facing the Debtors, makes these cases exceedingly
complex.  Since the Debtors' last exclusivity extension, there
have been over 400 entries in the case docket.  Despite the
substantial efforts of the Debtors and their advisors thus far,
additional time is required to stabilize the Debtors' operations
and move forward to the plan process.

The Debtors' efforts have been focused on transitioning into an
environment where operations are stabilized and normalized to
set the groundwork for the formulation of a plan or plans.
Certainly, the requested exclusivity extensions cannot be
characterized as delaying the Debtors' reorganization for any
speculative purpose or to pressure creditors to accept an
unsatisfactory plan.

Considering the complex issues that continue to arise in these
cases and the sometimes strained dynamics among certain of the
Constituents, Mr. Abrams argues that the Debtors have not yet
had sufficient time within which to determine how to best
maximize value in these cases, let alone negotiate the
distribution of this value in a plan.  Thus, terminating the
Debtors' Exclusive Periods before the process of negotiating a
plan of reorganization has even begun would defeat the very
purpose of Section 1121 of the Bankruptcy Code -- to afford a
Chapter 11 debtor a meaningful and reasonable opportunity to
negotiate with creditors and equity holders and propose a plan
of reorganization. (Adelphia Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 40 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED LIGHTING: Promotes Sabu Krishnan to COO Position
---------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLTQ) announced
the promotion of Sabu Krishnan to the position of Chief
Operating Officer of ADLT.  Mr. Krishnan's successful creation
of Venture Lighting's Indian metal halide facility, the largest
production facility for metal halide lamp/ballast components in
the Pacific Rim, has enabled ADLT's Venture Lighting Operation
to grow both revenues and profits in the most challenging
economy in the last decade. Krishnan has a BS degree in
Mechanical Engineering from the University of Kerala and
received his MBA in Finance from the University of Pittsburgh
and has been with ADLT since 1995.

Krishnan's focus will be on streamlining the worldwide Venture
Lighting organization and the successful implementation of Lean
Manufacturing initiatives. In addition, Krishnan and the
lighting team will focus on the continued growth and
profitability of the second-generation metal halide technology
-- Uniform Pulse Start(tm) a technology that has served as a
growth engine for the Company since its introduction. New
manufacturing processes and equipment related to the Uniform
Pulse Start product line will come on line next month, which
will further improve product performance and cost.

Sabu Krishnan commented, "I am excited and confident that I can
help lead our team through these challenging times. The
opportunity to help Wayne Hellman continue to accelerate the
initiatives that have strengthened our business over the last
six months is a thrill. Together, we are realizing our vision of
ADLT being a profitable worldwide leader in metal halide
products and technology."

Wayne Hellman, Chairman and CEO of ADLT commented, "Krishnan's
role as COO will allow me to focus on our exciting new materials
opportunities, and bring them to market faster. Our Materials
Businesses will be focused on the development and introduction
of several exciting advanced materials using our expertise in
ultra high purity materials, thin film coatings and light
management know-how. DSI and APL are well-established leaders in
the supply of specialty materials and thin film coatings for
solutions in light generation and management. Historically our
materials operations have provided strong sales and earnings
growth."

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

Advanced Lighting filed for chapter 11 protection under the
federal bankruptcy laws on February 5, 2003 (Bankr. N.D. Ill.
Case No. 03-05256). Jerry L. Swizter, Jr., Esq., at Jenner &
Block LLC, represents the Debtor in its reorganization
proceedings.  At Sept. 30, 2002, Advanced Lighting's balance
sheet shows $191 million in assets and $167 million in
liabilities.  The company's posted nearly $100 million of net
losses in the five quarters ending Sept. 30.


AIRGATE PCS: Dec. 31 Balance Sheet Upside-Down by $340 Million
--------------------------------------------------------------
AirGate PCS, Inc. (NASDAQ/NM:PCSA), a PCS Affiliate of Sprint
(NYSE: FON, PCS), announced financial and operating results for
its first quarter of fiscal 2003.

Total consolidated revenues for the first fiscal quarter ended
December 31, 2002 were $133.1 million compared with $81.7
million for the prior-year period. The first fiscal quarter 2001
results include only one month of operations of iPCS, Inc.,
which was acquired by the Company on November 30, 2001. The
Company reported a net loss of $47.7 million for the three
months ended December 31, 2002, compared with a net loss of
$29.6 million in the first quarter of fiscal 2002.

Consolidated EBITDA, defined as earnings before interest, taxes,
depreciation and amortization, was a loss of $3.5 million for
the first quarter of fiscal 2003. On a stand-alone basis,
AirGate PCS achieved positive EBITDA of $2.5 million.

AirGate PCS' December 31, 2002 balance sheet shows a working
capital deficit of about $380 million, and a total shareholders'
equity deficit of about $340 million.  Following substantial
writedowns, the company's balance sheet shows less than $600
million in assets.

"We are pleased with the progress we made during the first
fiscal quarter of 2003," said Thomas M. Dougherty, president and
chief executive officer of AirGate PCS. "Notably, we achieved
positive EBITDA in our stand-alone AirGate PCS operations, or
the Southeast region, during the Christmas quarter. We believe
this is a significant accomplishment during what has continued
to be a very challenging business environment for the wireless
industry. These results have only begun to reflect our recent
initiatives to reduce our costs, and to more effectively align
our marketing efforts with the current demands of the
marketplace.

"A strategic focus for fiscal 2003 continues to be on improving
the quality of our subscriber base," Dougherty continued. "We
believe our 'smart-growth' strategy has allowed us to reach our
key objectives of having a greater number of higher value prime
credit quality customers while increasing our operating cash
flow. Approximately two-thirds of our subscriber base is in the
prime category, with a similar percentage of our gross additions
falling into the prime classification during the quarter. We
will continue to focus on improving the overall credit quality
of our customer base. While it is difficult to provide guidance
in this environment of slower subscriber growth, we are paying
close attention to our customer acquisition costs and
identifying ways to achieve higher productivity from our
subscriber base and improve our cash flow."

"With respect to the second fiscal quarter, we expect to meet
all covenant tests for stand-alone AirGate PCS. Based on the
current amount drawn under our bank credit facility, AirGate PCS
will need to generate approximately $10.4 million in EBITDA, as
defined by the AirGate PCS credit facility, for the six months
ending March 31, 2003 in order to be in compliance with the
senior debt to EBITDA covenant. While we believe it will be a
challenge to meet these obligations, we have a proven track
record of meeting these covenants in our stand-alone AirGate PCS
operations. Our management team is focused on improving our
operations in order to achieve this important objective,"
Dougherty added.

AirGate PCS, Inc., excluding 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 three states
located in the Southeastern United States. The territories
include over 7.1 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South
Carolina; and Augusta and Savannah, Georgia.

iPCS, Inc., a wholly owned unrestricted subsidiary of AirGate
PCS, Inc., is the PCS Affiliate of Sprint with the exclusive
right to sell wireless mobility communications network products
and services under the Sprint brand in 37 markets in Illinois,
Michigan, Iowa and eastern Nebraska. The territories include
over 7.4 million residents in key markets such as Grand Rapids,
Michigan; Champaign-Urbana and Springfield, Illinois; and the
Quad Cities areas of Illinois and Iowa.

AirGate and iPCS are separate corporate entities that have
discrete and independent financing sources, debt obligations and
sources of revenue. As an unrestricted subsidiary, iPCS's
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate. Further, AirGate generally
cannot provide capital or other financial support to iPCS.

Sprint operates the largest, 100-percent digital, nationwide PCS
wireless network in the United States, already serving more than
4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices. For more information on products and services, visit
www.sprint.com/mr. PCS is a wholly-owned tracking stock of
Sprint Corporation trading on the NYSE under the symbol "PCS."
Sprint is a global communications company with approximately
72,000 employees worldwide and nearly $27 billion in annual
revenues and is widely recognized for developing, engineering
and deploying state-of-the-art network technologies.


AKORN INC: Board Appoints Arthur S. Przybyl as Interim CEO
----------------------------------------------------------
Akorn, Inc., has received approval from the U.S. Food and Drug
Administration for its Abbreviated New Drug Application for
Lidocaine Jelly, 2%. Lidocaine Jelly is bioequivalent to
Xylocaine Jelly(R), a product of AstraZeneca PLC which is used
primarily as a topical anesthetic by urologists and hospitals.
According to industry sources, it is estimated that the total
annual U.S. market for Lidocaine Jelly was approximately $30
million in 2002. The Company anticipates that its product, which
will be manufactured at its Somerset, New Jersey facility, will
be commercially available in the second quarter of 2003. Two
other companies have also recently entered the Xylocaine
Jelly(R) market.

In addition, the Company's Board of Directors has appointed
Arthur S. Przybyl, President and Chief Operating Officer, to the
additional position of Interim Chief Executive Officer. Dr. John
N. Kapoor, who resigned as Chief Executive Officer of Akorn in
December 2002, remains the Chairman of the Board of Directors of
the Company.

Akorn, Inc. (AKRN), manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products. Additional information is available on the Company's
website at http://www.akorn.com

In September 2002, as part of the Forbearance Agreement
entered into by the Company with its Senior Lenders, the Company
retained the firm of AEG Partners, LLC to assist in the
development and execution of a restructuring plan for the
Company's financial obligations and to oversee the Company's
day-to-day operations.  In executing these responsibilities, the
Consultant works with the Governance Committee of the Board of
Directors, which is composed of two of the Company's independent
directors.


AKORN INC: Arjun C. Waney Discloses 9.8% Equity Stake
-----------------------------------------------------
Arjun C. Waney may be deemed to beneficially own 1,918,500
shares of Akorn, Inc., on account of:

         (i)  458,500 shares of Akorn held by Argent Fund
Management Ltd., a United Kingdom corporation having a mailing
address of 67 Cheval Place, London SW7 1HP, U.K. for which Mr.
Waney serves as Chairman and Managing Director and of which 51%
is owned by Mr. Waney;

         (ii) 628,400 shares held by First Winchester Investments
Ltd., a British Virgin Islands corporation having a mailing
address of 8 Church Street, St. Helier, Jersey JE4 0SG, Channel
Islands, which operates as an equity fund for investors
unrelated to Mr. Waney and whose investments are directed by
Argent;

       (iii) 506,000 shares of Akorn held by Mr. Waney through
certain Individual Retirement Accounts maintained in the United
States; and (iv) 325,600 shares of Akorn are held jointly by Mr.
Waney and his spouse, also a United States citizen.

The total amount held represents 9.8% of the outstanding common
stock of Akorn, Inc.  Mr. Waney has sole voting power over
506,000 shares, shared voting power over 1,412,500 shares; sole
dispositive power over the same 506,000 shares and he shares
dispositive power over the remaining 1,412,500 shares.


ALPHARMA INC: S&P Affirms BB- Corp. Credit & Senior Sec. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured debt ratings on pharmaceutical company
Alpharma Inc., as well as the company's 'B' subordinated debt
rating.  At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit and 'B' subordinated debt ratings on subsidiary
Alpharma Operating Corp.

The ratings for both companies have been removed from
CreditWatch, where they were they were placed July 30, 2002. The
listing followed a downward revision of earnings, a result of
both increased competition in the animal health sector and a
production slowdown at Alpharma's Baltimore manufacturing
facility. However, since then, the company's financial
performance has been steadily improving, and funds from
operations has been increasing quarter-to-quarter.  Furthermore,
Alpharma faces no near-term debt maturities and was in
compliance with its debt covenants as of September 30, 2002.

The outlook on the Fort Lee, New Jersey-based company is
negative.

"The speculative grade ratings on Alpharma reflect the company's
established positions in human pharmaceutical and animal health
businesses," said Standard & Poor's credit analyst Arthur Wong.
"These factors are offset, however, by continued challenges in
the animal health business and the company's high level of debt
leverage."

The company's financial performance during the past year has
been hurt by two product recalls in its human pharmaceutical
business. These stemmed from manufacturing compliance issues at
the company's Baltimore drug manufacturing facility, a
subsequent operations slowdown at the facility, and increased
generic competition facing Alpharma's select animal health
products.

The company has submitted an action plan to the FDA regarding
the resolution of continued manufacturing issues at its
Baltimore facility and is currently upgrading the plant. The
plan is expected to be largely completed by mid-2004 for an
estimated cost of $30 million.

Alpharma also recently announced that it was closing four other
manufacturing facilities and reducing its workforce by up to 125
employees to reduce capacity in the animal health business. The
company expects to record $50 million in charges relating to the
plant closures in the fourth quarter, including up to $25
million in cash charges.

These challenges come at a time when the company is more highly
levered, having entered into a $900 million credit facility in
late 2001 to help fund the $660 million purchase of the solid
dose generic drug business of F.H. Faulding & Co.


AMERICAN COMMERCIAL: Taps Huron Consulting as Financial Advisor
---------------------------------------------------------------
American Commercial Lines LLC and its debtor-affiliates want to
employ a financial advisor.  The Debtors ask for permission from
the U.S. Bankruptcy Court for the Southern District of Indiana
to retain Huron Consulting Group, LLC their Financial Advisor.

The Debtors say Huron Consulting's services are necessary to
maximize the value of their estates and to reorganize
successfully.  As the Debtors' Financial Advisor, Huron
Consulting is expected to assist by:

      a. finalizing a liquidity analysis and the borrowing base;

      b. assessing options for DIP financing including, DIP
         sizing, negotiating with potential DIP lenders and
         negotiating material terms and conditions;

      c. assisting Debtors in the preparation of 13 week cash
         flow forecasts;

      d. assisting Debtors in responding to creditor inquiries;

      e. assisting Debtors in implementation of critical vendor
         payment procedures;

      f. assisting Debtors in post-petition cash management;

      g. coordinating with claims agent;

      h. assisting Debtors with reporting requirements;

      i. assisting Debtors in the preparation of monthly
         operating reports;

      j. assisting Debtors in evaluation of reclamation claims;

      k. assisting Debtors with assumption and rejection issues
         for leases and executory contracts;

      l. assisting Debtors in the development of a key employee
         retention program;

      m. acting as an intermediary between Debtors and the
         unsecured creditors committee;

      n. preparing analyses; and

      o. assisting Debtors in the development of a Plan of
         Reorganization.

Huron Consulting may provide additional restructuring consulting
services deemed necessary as requested by the Debtors.

Huron Consulting's hourly rates range from:

           Managing Directors      $450 - $500 per hour
           Directors               $350 - $450 per hour
           Managers                $310 - $350 per hour
           Associates              $250 - $310 per hour
           Analysts                $175 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.


AMERICAN GREETINGS: Names Zev Weiss as New Chief Exec. Officer
--------------------------------------------------------------
American Greetings Corp.'s (NYSE: AM) board of directors has
named new leadership, effective June 1, 2003. The Corporation
also announced new strategies designed to grow revenue while
saving $50 million to $75 million in costs over the next two
years.

Zev Weiss has been named chief executive officer of American
Greetings, and Jeffrey Weiss has been named president and chief
operating officer. Both have also been named to the
Corporation's board of directors, with terms that begin June 1,
2003.

Morry Weiss, chairman and chief executive officer since 1992,
will remain chairman of the board. James Spira, president and
chief operating officer, will retire from the Corporation, but
will continue to serve as a member of the board of directors and
as an advisor to management.

"Our Corporation has seen significant change and operational
improvement over the past 24 months, beginning with the
initiation of our corporate-wide restructuring in fiscal 2002
and continuing with enhancements to our supply chain in the
coming year," Morry Weiss said. "Much of the success of these
changes was the result of the leadership and strategic thinking
of Zev and Jeff and their ability to assemble and lead a new
team of senior-level executives."

Spira said that the board of directors has been pleased with Zev
and Jeff's leadership and results. "Two years ago, the board
mapped out specific challenges for Zev and Jeff: develop a new
strategic vision for future growth, build a broader and stronger
management team, and manage the business to consistently meet
financial expectations," he said. "They have succeeded on all
counts.

"Zev and Jeff have shown deep insight and passion for the
business," Spira continued. "Based on their demonstrated ability
to articulate a new strategic vision and successfully implement
major new initiatives, Zev and Jeff have proven that they have
the leadership and the skills to run the Corporation. I look
forward to continuing to work with both of them in my role on
the board and as an advisor to American Greetings."

                     Strategic Initiatives

"Jeff and I, together with our senior management team, are
excited about the opportunities to drive the Corporation's
future success through four key strategic initiatives, and we
appreciate the confidence placed in us by the board of
directors," said Zev Weiss.

The four strategic initiatives are:

      * Supply Chain Transformation - American Greetings will
implement a plan to further transform its supply chain (how the
Corporation develops, manufactures, distributes and services its
products) by building on the improvements of its fiscal year
2002 restructuring. As a result, the Corporation has identified
an additional $50 million to $75 million in cost savings over
the next two years.

      * Strategic Account Management - By strategically aligning
its resources around the differentiated needs of its retail
partners and their unique consumers, American Greetings will
develop innovative products and programs that respond to the
changing needs of the marketplace with greater speed to market.

      * Category Innovation - The Corporation will further
leverage the strength of one of the world's best creative
studios by investing in opportunities to grow the core social
expression business. An initial example of this is the expanded
relationship with Nickelodeon and the successful relaunch of the
Care Bears and Strawberry Shortcake character properties.

      * Investing in Human Capital - American Greetings believes
its associates are its greatest resource, and it will adopt a
performance-based culture to retain and attract world-class
talent. To support the further development and implementation of
the strategic initiatives, American Greetings has recently added
three senior vice presidents, including Mike Goulder, executive
operations officer; Bob Ryder, chief financial officer; and
Steve Willensky, executive sales and marketing officer.

                Zev Weiss biographical information

In his current role as executive vice president, AG Ventures and
enterprise management, Zev Weiss leads the Corporation's
subsidiaries and strategic business units, as well as the
functions of finance, legal and human resources.

Zev, 36, began his professional career with Goldman Sachs in
1988 as a financial analyst. He joined American Greetings in
1992 as a sales representative for Carlton Cards and later
contributed at several levels within the organization, in
positions including vice president of strategic business units,
executive director of national accounts, and regional sales
director.

Zev earned a master's degree in business administration from
Columbia University and a bachelor of arts degree from Yeshiva
University.

                Jeff Weiss biographical information

In his present role as executive vice president of the North
American greeting card division, Jeff Weiss has responsibility
for the Corporation's largest division.

Jeff, 39, began his professional career in 1985 in Macy's
executive training program. He joined American Greetings in 1988
as a sales representative, then held a number of positions
within product management of increasing responsibility. He has
also served as vice president of materials management, vice
president of marketing, and senior vice president of product
development.

Jeff earned a master's degree in business administration from
the University of Pennsylvania's Wharton School of Business and
his bachelor of arts from Yeshiva University.

American Greetings Corporation (NYSE: AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expression products. Its staff of artists,
designers and writers comprises one of the largest creative
departments in the world and helps consumers "say it best" by
supplying more than 15,000 greeting card designs to retail
outlets in nearly every English-speaking country. Located in
Cleveland, Ohio, American Greetings generates annual net sales
of approximately $2 billion. For more information on the
Corporation, visit http://corporate.americangreetings.comon the
World Wide Web.

                           *     *     *

As previously reported, Standard & Poor's affirmed its triple-
'B'-minus corporate credit and senior secured debt ratings and
its double-'B'-plus subordinated debt rating for American
Greetings Corp., and removed the ratings from CreditWatch where
they were placed January 23, 2002.  The outlook, S&P said, is
negative.


ANC RENTAL: Liberty Has Until April 15 to File Proofs of Claim
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained Court approval of their stipulation, which grants
Liberty Mutual Life Insurance Company an extension of the
deadline to file its proofs of claim against the Debtors and
their estates to April 15, 2003.

Prior to the Petition Date, Liberty Mutual Insurance Company
issued over 300 surety bonds on behalf of, or for the benefit
of, the Debtors amounting to $133,000,000.  These Bonds support
many critical assets of the Debtors' business operations and are
required as a precondition to their right to conduct business at
many of its rental car facilities or support their insurance and
other commercial agreements as regulatory requirements.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, contends that the claims that may be asserted by
Liberty, including those resulting from the Bonds, are complex
in nature and have changed since the Petition Date because of
the fact that some of the Bonds may have been increased, reduced
or expired.  Liberty and the Debtors presently are negotiating
with regard to the Debtors' bonding needs, including with
respect to calendar year 2003, and the persons involved in those
negotiations are the same individuals who otherwise would be
developing the information necessary to prepare the proofs of
claim, if any, and certain claims based on the Bonds may be
affected as part of those negotiations. (ANC Rental Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ANCHOR LAMINA: S&P Withdraws B- Ratings at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn all ratings on
Mississauga, Ontario-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 November 27, 2001, and
placed on CreditWatch July 15, 2002.


AUXER GROUP: Considering Repurchase Program for 50 Mill. Shares
---------------------------------------------------------------
The Auxer Group, Inc., (OTCBB:AXGI) is considering the
implementation of a stock repurchase program for as much as
50,000,000 of its outstanding common shares.

This reflects management's belief that the Company's shares are
a good value at current prices and are, in their opinion,
undervalued.

In an interview, Robert Scott, Auxer's Chairman said, "We have
agreements for the Viva Airlines, Inc subsidiary that are ready
to finalize. These agreements will allow Viva to plan for actual
commencement of passenger and cargo services into the Caribbean.
Our projected revenues from operations should enhance the value
of the Company's stock. Our current share price is not
indicative of the true present value and by repurchasing some of
our shares back from the open market and or certain individuals
we feel that the value of the shares will adjust accordingly".

The Company management will begin to prepare the repurchase
program for presentation to Auxer's Board of Directors. The
plan, if approved, will incorporate repurchases at a
predetermined stated value subject to various conditions and
available cash flow.

The Auxer Group's September 30, 2002 balance sheet shows a
working capital deficit of about $1.5 million, and a total
shareholders' equity deficit of about $2.5 million.


BLACKSTONE TECH: Proofs of Claim & Interest Due by March 27
-----------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, March 27, 2003, is fixed as the deadline for creditors
and shareholders of Blackstone Technology Group, Inc., to file
their proofs of claim or proofs of interest against the Debtors
or be forever barred from asserting those claims.

Each Proof must be received by the Bankruptcy Court before 4:00
p.m. prevailing Eastern Time on March 27.

Blackstone Technology Group, Inc., filed for Chapter 11
protection on October 10, 2002 (Bankr. Del. Case No. 02-12966).
Kathleen P. Makowski, Esq., and Adam G. Landis, Esq., at Klett
Rooney Lieber & Schorling represent the Debtor in its
restructuring efforts.


BLOUNT INT'L: Dec. 31 Net Capital Deficit Widens to $369 Million
----------------------------------------------------------------
Blount International, Inc., (NYSE: BLT) reported results for the
fourth quarter and year ended December 31, 2002.

           Results For The Quarter Ended December 31, 2002

Sales for the fourth quarter of 2002 were $128.1 million, an
increase of 7.6% from sales in the fourth quarter 2001 of $119.0
million. Net income in the quarter was $3.8 million and compared
favorably to the net loss of $18.9 million for the same period
in 2001. Last year's fourth quarter included a net loss from
discontinued operations of $9.8 million and an extraordinary
loss of $5.5 million. These amounts were related to the sale of
the Company's Sporting Equipment Group in December 2001 and the
associated expense of the early retirement of debt from the sale
proceeds. Income from continuing operations was $3.0 million in
this year's fourth quarter compared to a net loss from
continuing operations of $3.6 million in the same quarter last
year. The improvement in income from continuing operations is
the result of $1.5 million increase in segment operating income,
a $0.8 million reduction in corporate expense, lower net
interest expense of $3.4 million and $2.1 million in income from
the proceeds of an insurance payment. These improvements were
partially offset by $1.4 million in restructuring expense
related to the relocation of certain manufacturing assets and
production among the Company's Oregon Cutting Systems'
facilities. Income from discontinued operations in the fourth
quarter of 2002 of $0.8 million was primarily due to the final
settlement of a claim related to the Company's construction
business. This year's financial results reflect the non-
amortization of goodwill due to the Company's adoption of
Statement of Financial Accounting Standards Number 142 "Goodwill
and Other Intangible Assets" as of January 1, 2002. Last year's
fourth quarter included $0.9 million of goodwill amortization
costs.

             Results For The Year ended December 31, 2002

Blount sales in 2002 totaled $479.5 million, an increase of 2.3
% from 2001 sales of $468.7 million. Net loss for 2002 was $5.7
million compared to a net loss of $43.6 million last year. Net
loss from continuing operations before extraordinary loss of
$4.5 million compares favorably to last year's net loss of $32.1
million. This improvement is due to an increase in segment
operating income of $7.3 million, a $1.5 million reduction in
corporate expense, lower interest expense of $23.4 million and
lower restructuring costs of $9.0 million, partially offset by
the associated lower income tax benefit of $14.1 million. Net
loss from discontinued operations in 2002 was $0.9 million
compared to a net loss of $6.0 million last year.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $369 million.

In announcing the results, James S. Osterman, President and
Chief Executive Officer, stated, "The fourth quarter results
were encouraging as we saw improvement in sales and profits from
a year ago in our major businesses. This was a solid finish
despite challenging economic and marketplace conditions. As we
look forward to 2003, we anticipate flat to modest profit and
sales growth as we anticipate a steady level of demand for our
products. Growth will come in the second half depending on
expected recovery and a conclusion to the Middle East
confrontation."

Earnings before interest, taxes, depreciation, amortization,
non-recurring and restructuring charges (Adjusted EBITDA) for
the fourth quarter was $22.2 million and $83.6 million for the
full year compared to $20.4 million and $78.3 million
respectively for the same periods last year. The Adjusted EBITDA
measurement is a non-GAAP measurement that the Company discloses
for the benefit of the investors. This measurement may be
inconsistent with similar measures used by other companies. The
Company's calculation of Adjusted EBITDA is included with the
attached financial data. The Company's backlog as of December
31, 2002 was $56.3 million compared to $48.8 million the
previous year.

Blount International, Inc., is a diversified international
company operating in two principal business segments: Outdoor
Products and Industrial and Power Equipment. Blount
International, Inc. sells its products in more than 100
countries around the world. For more information about Blount
International, Inc., please visit its Web site at
http://www.blount.com


BOOTS & COOTS: Checkpoint Proposes Chapter 11 Restructuring
-----------------------------------------------------------
Boots & Coots International Well Control, Inc., (Amex: WEL)
announced its execution of a Discretional Advance Agreement
pursuant to its Loan Agreement with Checkpoint Business, Inc.
The Discretional Advance Agreement allows Boots & Coots to
receive an advance under the Loan Agreement, which provides for
short-term working capital of up to $1 million.

On January 31, 2003, Boots & Coots received a Notice of Default
in which Checkpoint alleged several defaults under the Loan
Agreement. Boots & Coots acknowledged certain of these defaults
and cured some of them. Although Checkpoint has agreed to an
advance under the Loan Agreement pursuant to the Discretional
Advance Agreement, it has not waived all alleged defaults and
has indicated its belief that Boots & Coots is not in full
compliance with the terms of the Loan Agreement as of the date
of this release. If not cured or waived, the alleged defaults
under the Loan Agreement would permit Checkpoint to immediately
act to protect its collateral by, among other things,
foreclosing on the stock of Boots & Coots' Venezuelan
operations.

In addition, Boots & Coots announced that Checkpoint had
presented a proposal to restructure the Company to its board of
directors.  This proposal would involve a voluntary Chapter 11
bankruptcy filing by Boots & Coots and the cancellation of Boots
& Coots common equity as part of the bankruptcy process.

The board of directors of Boots & Coots is considering the
proposal from Checkpoint and possible alternatives to it, but
has not made any decision about the proposal as of the date of
this release.

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in- house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services.


BRITISH ENERGY: Distressed Exchange Offer Spurs S&P's SD Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on United Kingdom-based energy producer British Energy
PLC to 'SD' from 'CC'. At the same time, the senior unsecured
debt ratings on the company were lowered to 'D' from 'C'. The
ratings were removed from CreditWatch, where they had been
placed on September 6, 2002.

"The rating actions follow British Energy's announcement that
significant creditors, including bondholders, have accepted a
distressed exchange offer for their outstanding liabilities,"
said Standard & Poor's Infrastructure Finance credit analyst
Paul Lund. This action was anticipated by Standard & Poor's on
November 28, 2002.

The senior unsecured debt rating reflects Standard & Poor's view
that the heads of terms proposed for the restructuring of the
British Energy are coercive because bondholders could either
accept new bonds as part of the restructuring with a
considerably lower face value, or try to claim principal back
through administration. The agreement of certain of British
Energy's creditors to a standstill agreement allows the
continued payment of interest on bonds but not principal, and
the existing 2003 bond is not expected to be repaid at its
maturity on March 25, 2003.

The corporate credit rating on the company reflects the
expectation that British Energy will continue to honor certain
other of its obligations, including the repayment of the œ650
million ($1.04 billion) credit support facility to the U.K.
government, as part of the restructuring. The estimated œ250
million proceeds from the announced sale of its Canadian
operations, Bruce Power LLC and Huron Wind, are expected to be
used to help repay the U.K. government credit support, as are
proceeds from the expected sale of its 50% stake in Amergen.


BUDGET GROUP: Asks Court to Waive Sec. 345 Investment Guidelines
----------------------------------------------------------------
Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, reminds the Court that in the Cash
Management Order, this Court previously deemed the Debtors to be
in compliance with Section 345 of the Bankruptcy Code.  The
Amended Cash Management System continues to allow Budget Group
Inc., and its debtor-affiliates to consolidate and invest excess
cash that remains in the system each evening.  For the purposes
of investing excess funds contained in the General Account and
the Cure Reserve Account, the Debtors established two new
accounts, the "Investment Accounts" with the Goldman Sachs
Financial Square Treasury Instruments Fund.  Mr. Lunn believes
that the Treasury Fund limits its investments to only short-term
U.S. Treasury securities whose principal and interest payments
are guaranteed by the U S. Treasury.  The Debtors also believe
that the Treasury Fund substantially complies with the
requirements of Section 345. Any excess funds not invested in
the Treasury Fund are invested overnight at Harris Bank in
Eurodollar deposits, consistent with the Debtors' historical
investment practices.

Thus, the Debtors seek the Court's authority, in accordance with
Section 345(b) and Local Rule 1007-2(b), to invest excess funds
in accordance with the investment guidelines. The Debtors seek
to deposit excess funds, in their discretion and within the
exercise of their reasonable business judgment, in either the
Treasury Fund or the Goldman Sachs Financial Square Prime
Obligations Fund.

Mr. Lunn assures the Court that the Prime Fund invests in "Tier
One" securities, which are those securities that either:

     -- rated in the highest category for short-term debt
        obligations by at least two nationally Recognized
        statistical rating organizations; or

     -- have been issued or guaranteed by, or otherwise allow the
        fund under certain conditions to demand payment from, an
        entity with the ratings.

Mr. Lunn explains that these securities include those issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, other high-quality U.S. money market
securities like certificates of deposit, and bankers'
acceptances issued or guaranteed by US banks with total assets
exceeding $1,000,000,000, and high-quality commercial paper and
other short-term obligations of US companies and repurchase
agreements relating to these securities.  The Debtors believe
that the Prime Fund offers a 20 to 25 basis point yield
improvement over the Treasury Fund without a significantly
higher risk profile. Therefore, the Debtors believe that it is
best that they have the discretion to allocate excess funds
between the Treasury Fund and the Prime Fund.  Any excess funds
not invested in the Treasury Fund or the Prime Fund would
continue to be invested overnight at Harris in Eurodollar
deposits, consistent with the Debtors' historical investment
practices.

Section 345(a) of the Bankruptcy Code provides that a debtor-in-
possession "may make the deposit or investment of the money of
the estate as will yield the maximum reasonable net return on
the money, taking into account the safety of the deposit or
investment."  Pursuant to Section 345(a), any deposit or other
investment made by a debtor, except those insured or guaranteed
by the United States or a department, agency or instrumentality
of the United States or back by the full faith and credit of the
United States, must secured by a bond in favor of the United
States or by the deposit of securities of the kind specified in
31 U.S.C. Section 9303.  Section 345(b) provides further,
however, that a bankruptcy court may allow the use of
alternatives to these approved investment guidelines "for
cause".

Mr. Lunn notes that the Debtors in this case are large,
international and sophisticated organizations that are
financially connected through a structured and efficient amended
cash management system.  The Debtors contend that the investment
guidelines are even more appropriate at this stage of the case,
where they are holding a relatively large sum of money as a
result of receiving the sale proceeds.  Consequently, the
Debtors assert that sufficient cause exists to waive the Section
345(b) requirements in this case.

Thus, the Debtors seek the Court's authority to invest and
deposit funds in a safe and prudent manner in accordance with
the Investment Guidelines, notwithstanding that the investments
may not strictly comply in all respects with strictures of
Section 345(b). (Budget Group Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON: Classification and Treatment of Claims Under Plan
-------------------------------------------------------------
Burlington Industries, Inc.'s chapter 11 plan provides for full
payment of all Administrative Claims and Priority Tax Claims and
then groups all junior claims and interests in eight classes:

1. Class 1: Unsecured Priority Claims

    These are unsecured claims against any Debtor that are
    entitled to priority under Section 507(a)(3), 507(a)(5) or
    507(a)(6) of the Bankruptcy Code.  This is an unimpaired
    claim.

2. Class 2: Prepetition Bank Claims

    These are secured claims that arise under the Debtors'
    Prepetition Credit Facility.  This is considered an
    unimpaired claim.

3. Class 3: Other Secured Claims

    These secured claims are those claims against any Debtors
    that are not classified in Class 2.  This is an unimpaired
    claim.

4. Class 4: General Unsecured Claims

    These are unsecured claims against any Debtor that are not
    otherwise classified under the Plan.  This is an impaired
    claim.

5. Class 5: Convenience Claims

    These are unsecured claims against any Debtor that otherwise
    would be classified in Class 4 but is either:

    -- less than $1,500 or

    -- the allowed amount is reduced to $1,500 pursuant to an
       election by the holder made on the ballot provided for
       voting on the Plan by the Voting Deadline.

    For purposes of treatment under Class 5, multiple Claims of a
    holder against a particular Debtor arising in a series of
    similar or related transactions between the Debtor and the
    original holder the claims will be treated as a single Claim
    and no splitting of Claims will be recognized for purposes of
    this Distribution.  Class 5 Claims are impaired claims.

6. Class 6: Penalty Claims

    These are unsecured claims against the Debtors for any fine,
    penalty or forfeiture, or for multiple, exemplary or punitive
    damages, to the extent that the Claims are not compensation
    for the Claim holder's actual pecuniary loss.  These claims
    are considered impaired claims.

7. Class 7: Intercompany Claims

    These are claims of a Burlington Company against a Debtor
    that are not Administrative Claims.  Class 7 claims are
    impaired claims.

8. Class 8: Equity Interests

    These are interests on account of the Old Common Stock, the
    Old Non-voting Common Stock and the Old Subsidiary Equity
    Interests.  These are impaired claims.

Mr. Englar relates that New Common Stock will be sold to
Berkshire, and the proceeds from the sale, together with the
other Distribution Trust Assets, will be used to fund the
Distributions provided for under the Plan except for the
Distributions on account of Assumed Administrative Claims and
Priority Tax Claims, which will be assumed by the Reorganized
Debtors.

    Treatment of Administrative Claims and Priority Tax Claims

A. Administrative Claims

    Each holder of an Allowed Administrative Claim will receive
    in full satisfaction of its Administrative Claim cash from
    the BII Distribution Trust equal to the Allowed amount of the
    Administrative Claim either:

    (a) on the Effective Date; or

    (b) if the Administrative Claim is not allowed as of the
        Effective Date, 30 days after the date on which an order
        allowing the Administrative Claim becomes a Final Order
        or a Stipulation of Amount and Nature of Claim is
        executed by the Distribution Trust Representative and the
        holder of the Administrative Claim.

    The Debtors estimate that the Assumed Administrative Claims
    are expected to be approximately $112,600,000 to $133,000,000
    as of the Effective Date.  The Debtors estimate that the
    Excluded Administrative Claims are expected to be
    $17,000,000.

B. Priority Tax Claims

    Each holder of an Allowed Claim for Taxes entitled to
    priority of payment will receive in full satisfaction of its
    Claim Cash from the Reorganized Debtors equal to the Allowed
    amount of the Priority Tax Claim, without premium or penalty,
    either:

    (a) on the Effective Date; or

    (b) if the Priority Tax Claim is not allowed as of the
        Effective Date, 30 days after the date on which an order
        allowing the Priority Tax Claim becomes a Final Order of
        a Stipulation of Amount and Nature of Claim is executed
        by the Reorganized Debtors and the holder of the Priority
        Tax Claims.

If the Plan is confirmed by the Bankruptcy Court and
consummated, holders of Claims in Classes 1, 2, 3, 4 and 5 will
receive Distributions of cash on account of their Allowed
Claims.

The Claims and Interest Classes will be treated as:

          Estimated
          Aggregate
Class   Liability      Claim Treatment
-----   ---------      ---------------
   1     $200,000 to    Each holder of Class 1 claim will receive
          500,000       receive cash from BII Distribution Trust
                        equal to the amount of the Allowed Claim

                        100% Estimated Recovery

   2     $4,310,000 to  Each Class 2 Claim holder will receive
          4,340,000     cash from BII Distribution Trust equal
                        to the amount of the Allowed Claim

                        100% Estimated Recovery

   3     $7,000,000 to  Each Class 3 Claim holder will receive
          8,000,000     cash from BII Distribution Trust equal
                        to the amount of the Allowed Claim

                        100% Estimated Recovery

   4   $395,000,000 to  Each Class 4 Claim holder will receive
        400,000,000     cash from BII Distribution Trust in the
                        amount of the holder's Pro Rata share of
                        the Remaining Proceeds

                        34% to 35% Estimated Recovery

   5     $1,000,000 to  Each Class 5 Claim holder will receive
          2,000,000     cash from BII Distribution Trust equal to
                        40% of the amount of the Claim

                        40% Estimated Recovery

   6         N/A        No property will be distributed to Class
                        6 Claim holder

                        0% Estimated Recovery

   7         N/A        No property will be distributed to or
                        retained by Burlington Companies on
                        account of Class 7 Claims

                        0% Estimated Recovery

   8         N/A        No property will be distributed to or
                        retained by the holders of Allowed
                        Interests in Class 8

                        0% Estimated Recovery
(Burlington Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Burlington Industries' 7.250% bonds due 2027 (BRLG27USR1) are
trading at about 26 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG27USR1
for real-time bond pricing.


CALYPTE BIOMEDICAL: Expects $6.3-Mill. Net Loss for Dec. Quarter
----------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CALY), the developer and
marketer of the only two FDA approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA approved serum
HIV-1 antibody Western blot supplemental test, announced the
results of the special shareholder meeting held on Friday,
February 14, 2003 at the company's headquarters. The shareholder
measure to increase the authorized number of Calypte's common
shares was passed by a majority vote.

Separately, Calypte announced preliminary unaudited results.
Revenues for the quarter ended December 31, 2002 are anticipated
to be approximately $800,000. This represents sequential revenue
growth of approximately 60% for the fourth quarter 2002 compared
to the third quarter 2002. Revenues for the year ended
December 31, 2002 are anticipated to be approximately $3.6
million. The net loss attributed to common stockholders for the
quarter ended December 31, 2002 is anticipated to be
approximately $6.3 million. The net loss attributed to common
stockholders for the year ended December 31, 2002 is anticipated
to be approximately $13.4 million.

Anthony Cataldo, executive chairman of Calypte stated, "During
this quarter, we continued to execute on a number of
initiatives, while also achieving our goal for sequential
revenue growth. The shareholder approval to authorize additional
shares for funding our future shows the faith our investors have
in Calypte's objectives. Although 2002 was a turbulent year for
the company, the renewed worldwide focus on the HIV epidemic
gives us confidence that Calypte will have the opportunity to
participate in the effort to identify and treat HIV-infected
patients. I look forward to updating you further on our progress
on our earnings call."

                      Feb. 27 Conference Call

Further details outlining the company's fourth quarter and year-
end 2002 results will be discussed on February 27, 2003, during
its scheduled earnings announcement at 8:00 am (PDT), 11:00 am
(EDT). Investors in the U.S. and Canada interested in
participating in the conference call may dial 877/282-0743 and
reference the Calypte Biomedical call.  International investors
may dial 703/871-3073.  Calypte recommends dialing into the call
approximately 10 minutes prior to the scheduled start time.  A
live webcast of the conference call will be available on the
investors' section of the company's Web site at:

         http://www.calypte.com

The webcast will be available until March 27, 2003. A replay
will be available through March 1, 2003 by calling 888/266-2081.
International callers should dial 703/925-2533 for the replay.
The replay confirmation code is 6411592.

Calypte Biomedical Corporation headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Current product labeling including specific product
performance claims can be found on its Web site at
http://www.calypte.com

As of September 30, 2002, the Company reported a working capital
deficit at about $2.9 million and a total shareholders equity
deficit topping $6.2 million.


CANNONDALE CORPORATION: Pegasus Bid Goes to Auction on March 13
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter's
February 14, 2003 issue, Pegasus Partners II, LP has agreed to
purchase substantially all of the Cannondale Corporation's
assets including the Bicycle Assets and the Moto Assets.

The Debtor submits that the Stalking Horse Agreement with
Pegasus is the result of arms-length negotiations, is fair to
the Debtor, to Pegasus, creditors and other parties-in-interest.
However, the Stalking Horse Agreement is expressly subject to
higher and better bids at an Auction.

In connection with the Debtor's sale of its Assets, and to
ensure that the Debtor receives the highest and best offer for
the Assets, the Debtor wants to hold an auction.

Persons or entities wishing to bid on the Assets, must pre-
qualify by sending their Bids Offer on or before 5:00 p.m. on
March 11, 2003 to:

      Legg Mason Wood Walker, Incorporated
      100 Light Street, 34th floor
      Baltimore, MD 21202

If competing bids are received, an Auction will be held at 10:00
a.m., on March 13, 2003, at the Debtor's principal offices at 16
Trowbridge Drive, Bethel, Connecticut 06801.

Pegasus has expended, and likely will continue to expend,
considerable time, money and energy pursuing the Sale and has
engaged in extended and lengthy good faith negotiations.
Accordingly, the Term Sheet and the Stalking Horse Agreement
provide Pegaus with a $1,296,922 break-up fee and up to $400,000
for expense reimbursement for both the Moto and Bicycle Assets.

In the exercise of its sound business judgment, the Debtor
believes that an orderly sale of substantially all of its assets
is necessary to maximize value to its estate. The Debtor
believes that the proposed Bidding Procedures will represent the
best opportunity to maximize the value of the estate's assets.
The Bidding Procedures are designed to foster a competitive
bidding process, which the Debtor believes will generate the
highest and best offer for its assets.

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.


CATALYST INT'L: Working Capital Deficit Tops $5 Mill. at Dec. 31
----------------------------------------------------------------
Catalyst International, Inc. (Nasdaq: CLYS), a global provider
of customer-driven software and services that optimize supply
chain performance, announced results for the fourth quarter and
fiscal year ended December 31, 2002.

Revenues during the fourth quarter of 2002 were $7.7 million,
down 10.2 percent from revenues of $8.5 million for the same
period in 2001 and down slightly from $7.8 million in the third
quarter. The net increase in cash and cash equivalents during
the fourth quarter was $557,000. The Company ended the year with
$3.0 million in cash and cash equivalents.

On a GAAP basis, the fourth quarter 2002 net loss was $3.0
million, including separation and severance costs of $309,000.
Excluding these charges, the fourth quarter 2002 loss would have
been $2.7 million. A decline in service revenues, partially
offset by higher hardware sales, contributed to an unfavorable
revenue mix and lower gross margins for the quarter. GAAP net
loss for the fourth quarter 2001 was $8.0 million, including
separation and severance costs of $367,000 and net asset
impairment charges of $5.7 million. Excluding these charges,
adjusted net loss for the fourth quarter 2001 was $1.9 million.

For the year ending December 31, 2002, total revenues were
essentially flat at $32.3 million, compared to $32.5 million for
the same period in 2001. On a GAAP basis, the Company reduced
its net loss by $13.5 million, or 74.1 percent, to $5.4 million,
compared to the net loss of $18.9 million for the same period in
2001. The Company 's cash decreased $4.9 million during 2002
versus $13.3 million during 2001, an $8.4 million improvement.

The Company's December 31, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $5
million.

"We knew revenue growth would be a challenge this year, but the
sales environment proved even more challenging than we
anticipated. In the face of a 17 percent overall decline in the
Supply Chain Execution space in 2002, we maintained our revenue
base and made steady progress in executing our turn- around
plan. Further, our ability to sign engagements with new
customers and expand our business with existing customers are
clear signs that customers and prospects believe in our
direction-and our future," said James B. Treleaven, Catalyst's
President and Chief Executive Officer.

Highlights of the fourth quarter include:

      -- Continued to build sales momentum by finalizing
contracts with five new domestic and international customers-
Lozier Corporation and Kunzler and Company, Incorporated in the
United States, and BCA, SDA Logistica S.p.A., and Gewiss S.p.A.
in Europe.

      -- Experienced enthusiastic responses from customers and
prospects to both our new CatalystCommand(TM) 9.0 platform, and
our vision for the product's future. This is reflected in new
sales in the fourth quarter and planned system upgrades by
current customers.

      -- Continued to extend our offerings for SAP(R) customers
as well as broaden our consulting services base. We expanded our
footprint in the services business through the launch of SAP
AnswerLine, which gives companies with SAP LES systems immediate
access to technical support. We also worked to finalize our
acquisition of Catalyst Consulting, one of SAP's global SAP LES
implementation partners. Our unique expertise in both warehouse
operations and SAP LES makes us a highly dependable and
responsive resource.

      -- Lowered our quarterly break-even point by approximately
$650,000 by reducing our headcount from 226 employees to 194
employees while continuing our focus on investing in key product
development and sales and marketing initiatives.

      -- Continued the process of raising between $4 million and
$6 million of capital via a private placement or registered
stock offering for general corporate purposes and potential
acquisitions.*

Treleaven concluded, "We are positioning Catalyst to emerge as a
viable long-term competitor in a consolidating SCE marketplace.
We will do so by continuing to strengthen customer and partner
relationships, by expanding our product and service footprint,
by driving improved sales performance and by aggressively
controlling our costs. As we continue to execute on our plan, we
believe we will reach break even by the second half of 2003."

Catalyst International, Inc., (Nasdaq: CLYS) helps companies
integrate their supply chains to optimize their business
performance. For more than 20 years, the company has enabled
global Fortune 500 customers to greatly minimize the risks of
installing, integrating, and operating WMS software in complex,
high-volume warehouse facilities. Catalyst software offers the
broadest functionality in the industry and is easy to install,
modify, upgrade, and maintain. Its broad array of services
includes distribution strategy consulting, pre- and post-
implementation audits, a 24/7 customer services center and
facilities management.

Catalyst has provided successful SCE solutions in 10 countries
for more than 100 customers, including Panasonic, Reebok
International, The Home Depot, and Subaru. It is headquartered
in Milwaukee, WI and has offices or representatives in London,
UK, Italy, Mexico, and South America. For more information,
visit http://www.catalystwms.com


CONSECO FINANCE: Agency Debtors Want to Continue Insurance Pacts
----------------------------------------------------------------
The Agency Debtors are direct or indirect subsidiaries of the
Conseco Finance Corporation Debtors composed of:

     a) Conseco Agency Inc;

     b) Conseco Agency of Nevada, Inc;

     c) Conseco Agency of New York, Inc;

     d) Conseco Agency of Alabama, Inc;

     e) Conseco Agency of Kentucky, Inc; and

     f) Crum-Reed General Agency Inc.

The Agency Debtors broker a range of insurance policies like
homeowners, life and disability, mortgage insurance and extended
warranty products for customers that borrow from the CFC
Debtors' Manufactured Housing, Home Equity/Home Improvement,
Consumer Finance and other divisions.  Third party insurers,
with no affiliation to the Debtors, provide the Insurance
Products.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, emphasizes
that the Agency Debtors are not insurance companies and are not
related to the Debtors' insurance companies.  Rather, the Agency
Debtors rely on the specialized insurance products that
unaffiliated insurers offer to provide customers with a broad
range of insurance options in connection with the loans its
affiliates originate.

The Agency Debtors have direct contractual relationships with
insurers.  The insurers to authorize the Agency Debtors to:

     -- receive and accept proposals for insurance coverage;

     -- charge policy premiums;

     -- collect and receive premiums in a fiduciary capacity;

     -- receive commissions; and

     -- receive insurance proceeds for application to customer
        loan accounts or for delivery to insured customers.

The Agency Debtors must remit premiums to insurers, less
commissions and fees.  Failure to do so triggers the insurer's
contractual right to move the collection process to their own
billing systems, which could result in a total loss of income to
the Agency Debtors.  The funds do not represent prepetition
claims.  Rather, the Agency Debtors act as pass-through agents
for the insurer's premiums.  In an average month, the Agency
Debtors remit about $10,000,000 to insurers.

Mr. Sprayregen relates that the Agency Debtors' relationship
with their insurers "is an extremely lucrative one" that
provides about $60,000,000 annually in commissions and fees.

Joseph E. Huguelet, III, President of the Agency Debtors, tells
the Court that it is very important that the Agency Debtors be
permitted to operate in the ordinary course of business as they
are currently solvent, but could be rendered insolvent by an
insurer's adverse actions.

Accordingly, the Agency Debtors sought and obtained the Court's
authority to continue to perform their contractual obligations
under the Agency Agreements, including collecting in a fiduciary
capacity and remitting insurance premiums on the Insurance
Companies' behalf pursuant to the existing Agency Agreements.

To the extent that the Agency Debtors have granted valid,
perfected security interests in prepetition collateral to any of
the Insurance Companies, each Insurance Company is also granted
a replacement security interest in each of the same categories
of collateral. (Conseco Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Wants Approval of Proposed Solicitation Procedures
---------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, asserts that
pursuant to Section 1125 of the Bankruptcy Code, the Disclosure
Statement provided by Conseco Inc., and its debtor-affiliates
contains "adequate information."  The Disclosure Statement is
the product of extensive review and analysis of the Debtors'
proposed restructuring.  The Debtors received assistance from
their financial advisors and legal advisors, as well as the
Official Creditors' Committee.

The Debtors ask the Court to schedule:

     -- the Confirmation Hearing 45 days after the entry of a
        Court order approving the Disclosure Statement; and

     -- the Confirmation Objection Deadline at least 15 calendar
        days before the Confirmation Hearing.

Rule 3017(d) of the Federal Rules of Bankruptcy Procedure
specifies the materials to be distributed to all impaired
creditors and equity security holders after approval of a
disclosure statement.  The Debtors propose to transmit a
Solicitation Package containing a copy or conformed printed
version of:

     (a) the Notice of:

         (1) Disclosure Statement approval,

         (2) Confirmation Hearing;

         (3) deadline and procedures for filing Confirmation
             Objections;

         (4) deadline and procedures for temporary allowance of
             claims for voting purposes;

         (5) treatment of certain unliquidated, contingent or
             disputed claims for notice, voting and distribution
             purposes;

         (6) record date; and

         (7) voting deadline for receipt of ballots, which the
             Debtors ask the Court to approve;

     (b) the Disclosure Statement;

     (c) the Plan;

     (d) the Solicitation Procedures Order;

     (e) solicitation letters from the Creditors' Committee; and

     (f) a ballot and Envelope and/or notice appropriate for the
         specific creditor or equity holder as may be modified
         for particular classes and with instructions attached.

The Notice Parties are:

    Kirkland & Ellis
    200 East Randolph Drive
    Chicago, IL  60601
    Attn: Anne Huber, Esq.
          Anup Sathy, Esq.

    Bankruptcy Management Corp.
    1330 E. Franklin Ave.
    El Segundo, CA  90245
    Attn: Conseco Solicitation Agent

    Office of U.S. Trustee (Region 11)
    227 West Monroe St.  Ste. 3350
    Chicago, IL  60606
    Attn: Ira Bodenstein, Esq.

    Becker & Poliakoff, P.A.
    3111 Stirling Rd.
    Ft. Lauderdale, FL  33312-6566
    Attn: Ivan J. Reich, Esq.

    Fried, Frank, Harris, Shriver & Jacobson
    One New York Plaza
    New York, New York  10004
    Attn: Brad Scheler, Esq.

    Mayer, Brown, Rowe & Maw
    190 South LaSallle St.
    Chicago, IL  60603-3441
    Attn: Tom Kiriakos, Esq.

    Saul Ewing
    222 Delaware Ave.  Ste. 1200
    Wilmington, DE  19801
    Attn: Donald J. Detweiler, Esq.

                          Voting Procedures

The Debtors propose that any timely received ballot that
contains sufficient information to permit the identification of
the claimant and is cast as an acceptance or rejection of the
Plan be counted and be deemed to be cast as an acceptance or
rejection, as the case may be, of the Plan.  Ballots will be
counted as a rejection or acceptance, as the case may be, with
respect only to the individual Plan proposed by the Debtor
against which the person or entity has a claim.  These general
procedures will be subject to these exceptions:

   (1) If a Claim is deemed allowed in accordance with the Plan,
       the Claim is allowed for voting purposes in the deemed
       allowed amount set forth in the Plan;

   (2) If a Claim for which a proof of claim has been timely
       filed is marked as unliquidated, the Debtors propose that
       the Claim be temporarily allowed for voting purposes only,
       and not for purposes of allowance or distribution, for
       that portion of the claim that is not unliquidated, or, if
       the entire claim is reflected as unliquidated, then the
       claim will be counted for purposes of determining whether
       a sufficient number of the allowed claims in the class has
       voted to accept the Plan but the allowed amount of the
       claim for voting purposes will be $0, subject to the right
       of the holder to file a 3018 Motion;

   (3) If a Claim has been estimated or otherwise allowed for
       voting purposes by order of the Court, the Claim is
       temporarily allowed in the amount so estimated or allowed
       by the Court for voting purposes only, and not for
       purposes of allowance or distribution;

   (4) If a Claim is listed in the Schedules as contingent,
       unliquidated, or disputed and a proof of claim was not (i)
       filed by the applicable deadline to file proofs of claim
       or (ii) deemed timely filed by an order of the Bankruptcy
       Court prior to the Voting Deadline, the Debtors propose
       that the Claim be disallowed in its entirety for voting
       purposes;

   (5) For all persons or entities who timely filed a proof of
       claim reflecting a claim or portion of a claim that is
       contingent, the Debtors propose that the Claim will be
       disallowed in its entirety for voting purposes, subject to
       the right of the holder to file a 3018 Motion;

   (6) If the Debtors have served and filed an objection to a
       Claim at least ten days before the Confirmation Hearing,
       the Debtors propose that the Claim be temporarily
       disallowed for voting purposes only and not for the
       purposes of the allowance or distribution, except to
       the extent and in the manner as may be set forth in the
       objection, including, without limitation, classification
       as to proper Debtor and priority of claim, subject to the
       right of the holder to file a 3018 Motion;;

   (7) If a ballot is properly completed, executed and timely
       filed, but does not indicate an acceptance or rejection of
       the Plan, or indicates both an acceptance and rejection of
       the Plan, the Debtors propose that the Claim be counted
       as acceptance of the Plan; and

   (8) Ballots cast in amounts in excess of their allowed amount
       will only be counted to the extent of the creditor's
       allowed Claim.

The Debtors will send Ballots to these impaired classes:

      Class        CNC Claims & Equity Interests
      -----        -----------------------------
      4A           Secured Note Claims

      5A           Lender Claims
      5A-2

      6A           Exchanged Note Claims

      7A           Original Note Claims

      8A           Reorganizing Debtor General Unsecured Claims

      10A          Trust Related Claims

      11A-1        Old CNC Preferred Stock Interests
      11A-2

      12A          Old CNC Common Stock Interests

                   CIHC Claims & Equity Interests
                   ------------------------------
      4B-1         Lender Claims
      4B-2

      5B           Exchanged Note Claims

      6B           Reorganizing Debtor General Unsecured claims


                   CTIHC Claims & Equity Interests
                   -------------------------------
      3C           Reorganizing Debtor General Unsecured Claims
(Conseco Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DATATRAK INT'L: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
DATATRAK International, Inc. (Nasdaq: DATA), received a Nasdaq
Staff Determination on February 12, 2003 indicating that the
Company fails to comply with the minimum $10 million
stockholders' equity requirement for continued listing as set
forth in Marketplace Rule 4450(a)(3), and that its securities
are, therefore, subject to delisting from the Nasdaq National
Market. The Company believes that it meets the requirements for
continued listing on the Nasdaq SmallCap Market and has filed an
application with Nasdaq to transfer the listing of its
securities from the Nasdaq National Market to the Nasdaq
SmallCap Market. The submission of the application will stay the
delisting order until a final determination is made regarding
the transfer application. There can be no assurance that the
transfer application will be accepted.

DATATRAK International, Inc., is a worldwide ASP for the EDC
industry. The Company provides a suite of software products
supporting the use of DATATRAK EDC(TM) and related services to
the pharmaceutical, biotechnology, and medical device
industries. DATATRAK EDC(TM) was developed in order to deliver
clinical research data from investigative sites to clinical
trial sponsors faster and more efficiently than conventional,
manual methods. DATATRAK EDC(TM) can be deployed worldwide in
either a distributed platform using laptop computers or in a
centralized environment using the Internet. DATATRAK EDC(TM)
software and its earlier versions have successfully supported
many international clinical studies involving thousands of
clinical research sites and encompassing tens of thousands of
patients in 39 countries. DATATRAK International, Inc.'s product
suite has been utilized in some aspect of the clinical
development of 13 separate drugs that have received regulatory
approval from either the United States Food and Drug
Administration or counterpart European bodies. DATATRAK
International, Inc., has offices located in Cleveland, Ohio and
Bonn, Germany. Its common stock is listed on the Nasdaq Stock
Market under the symbol "DATA." Visit the DATATRAK
International, Inc., Web site at http://www.datatraknet.comor
http://www.datatraknet.de

                          *    *    *

                Liquidity and Capital Resources

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

Since its inception, the Company's principal sources of cash
have been cash flow from operations, proceeds from the sale of
equity securities and the sale of its Clinical Business. The
Company's investing activities primarily reflect capital
expenditures and purchases and maturities of short-term
investments. In January 2002 the Company raised approximately
$3.8 million in cash with the completion of its private
placement of common shares.

The Company's contracts usually require a portion of the
contract amount to be paid at the time the contract is
initiated. Additional payments are generally received, as work
progresses, throughout the life of the contract. All amounts
received are recorded as a liability (deferred revenue) until
work has been completed and revenue is recognized. Cash receipts
do not necessarily correspond to costs incurred or revenue
recognized. The Company typically receives a low volume of
large-dollar receipts. Accounts receivable will fluctuate due to
the timing and size of cash receipts. Accounts receivable (net
of allowance for doubtful accounts) was $680,000 at
September 30, 2002 and $430,000 at December 31, 2001. Deferred
revenue was $700,000 at September 30, 2002 and $470,000 at
December 31, 2001.

Cash and cash equivalents decreased $540,000 during the nine
months ended September 30, 2002. This was the result of $4.4
million used in operating activities, offset by $3.9 provided by
investing and financing activities. Cash used for operating
activities resulted from the funding of net operating losses and
other working capital needs. Investing activities included net
maturities of short-term investments of $1.3 million and $1.2
million used to purchase property and equipment. Financing
activities include $3.8 million received from the Company's
private placement of its common shares.

At September 30, 2002, the Company had working capital of $2.4
million, and its cash, cash equivalents and short-term
investments totaled $3.4 million. The Company's working capital
decreased by $1.9 million since December 31, 2001. The decrease
was primarily the result of the $1.8 million decrease in cash,
cash equivalents and short-term investments. The growth in
accounts receivable was offset by the growth in current
liabilities.

The Company is responsible for funding the future enhancement
and testing of the DATATRAK EDC(TM) software. The Company will
continue to invest in the development of the DATATRAK(R)
process. The Company's operations and the EDC market are still
in a developmental stage. DATATRAK has experienced marginal
revenue growth; however, the Company anticipates negative cash
flow from operations for the remainder of 2002, as it attempts
to achieve profitability. The Company anticipates capital and
related expenditures of approximately $200,000 through the end
of the current year for continued commercialization and product
development of DATATRAK EDC(TM), which the Company expects to
fund from existing cash and cash equivalents, maturities of
short-term investments and cash flow from operations. The
Company believes that its cash and cash equivalents, maturities
of short-term investments and cash flow from operations,
together with its existing sources of equity, will be sufficient
to meet its working capital and capital expenditure requirements
through December 31, 2002.

On September 23, 2002, the Company announced the signing of a
definitive agreement to purchase Oriam, SA, a French Technology
Firm with offices in Paris, France and Boston, Massachusetts.
Closing of the proposed transaction is contingent upon
appropriate financing. In order to complete the purchase of
Oriam, SA and support its future working capital needs beyond
December 31, 2002, the Company will need to raise additional
funds by selling debt or equity securities or through other
arrangements. Specific terms involved with potential financing
are currently being evaluated by DATATRAK and its investment
advisors, however, additional capital may not be available on
acceptable terms, if at all.


DYNEGY INC: Sells Hackberry LNG Project to Sempra LNG Corp.
-----------------------------------------------------------
Dynegy Inc., (NYSE:DYN) has entered into an agreement to sell
100 percent of its membership interest in Hackberry LNG Terminal
LLC, the company's proposed Liquefied Natural Gas
terminal/gasification project in Hackberry, La., to Sempra LNG
Corp., a subsidiary of San Diego-based Sempra Energy (NYSE:SRE).
The transaction is subject to a Hart-Scott-Rodino filing with
the Federal Trade Commission and the completion of certain other
closing conditions.

Under the terms of the agreement, Sempra LNG Corp., will make an
initial payment of $20 million to Dynegy, with additional
contingent payments based upon project development milestones
and performance. The planned facility will be capable of sending
out 1.5 billion cubic feet per day of natural gas, and will have
two docks and storage capability of 10.4 billion cubic feet
equivalent. Pending further approvals, commercial operation is
expected as early as 2007.

"This agreement is yet another example of the new Dynegy
executing on a self-restructuring plan designed to keep our
business model focused on our core operating units and to
prudently manage our capital expenditure commitments," said
Bruce A. Williamson, president and chief executive officer of
Dynegy Inc. "It is our expectation that the terminal will have a
positive impact on America's energy supply shortages, and we are
pleased that Sempra Energy Global Enterprises is going to make
it a strategic focus for their organization."

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

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

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

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


EL PASO CORP: Major Shareholder Calls for New Board of Directors
----------------------------------------------------------------
Selim K. Zilkha, one of the largest shareholders of El Paso
Corporation (NYSE: EP), delivered a letter to the Company's
Board of Directors urging each member of the Board to resign:

                          SELIM K. ZILKHA
                           1001 McKinney
                             Suite 1900
                       Houston, Texas 77002


February 18, 2003


Board of Directors
El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, Texas 77002

Dear Directors:

      As one of the largest stockholders of El Paso Corporation,
I have watched with great dismay the disastrous decline in the
value of El Paso's securities, including the precipitous drop in
its stock price and the series of debt ratings downgrades. Many
stockholders are convinced that immediate action is needed to
restore El Paso to its former greatness. I believe that the only
way to achieve this vital goal is to effect a complete change in
the board of directors of the company. Along with the company's
thousands of employees and stockholders who rely on El Paso, I
can no longer watch passively as the value of the company
continues to decline. Accordingly, I feel I have no choice but
to deliver the attached notice of my intention to seek the
support of my fellow stockholders to replace the board of
directors of El Paso at its upcoming annual meeting.

      The value of El Paso shares has fallen to its lowest point
in a decade, including an all time low in the past week and a
decline of 90% in the past year, and its debt has been
downgraded to junk levels. I believe this drastic decline is the
result of the ever increasing loss of confidence in the current
board and management.

      The recent announcement that William A. Wise intends to
resign his positions with El Paso is woefully inadequate to
address the many problems that plague El Paso. Throughout El
Paso's sharp decline in share value, the current board of
directors has failed the stockholders miserably. The only way to
correct the problems and meet the challenges that face El Paso
is to replace the current board with directors who have the
credibility and the solid experience in the energy industry
necessary to maximize the value and productivity of El Paso's
employees and assets. I believe that I have assembled the right
group to face these challenges. The individuals that I intend to
nominate have the credibility, experience and expertise
necessary to turn El Paso around and restore value to its
stockholders.

      As many of you know, I have long been a proponent of
accountability and change at El Paso. I remain convinced that El
Paso is capable of being a strong, growing enterprise. However,
that turnaround can never happen under the current board and
management.

      I urge you, the directors, to consider your duty to the
stockholders of the company and resign immediately and appoint
the attached slate of directors.

      They stand ready to serve.
                                       Sincerely,

                                          /s/ Selim K. Zilkha

                                       Selim K. Zilkha

                          *      *     *

                          SELIM K. ZILKHA
                           1001 McKinney
                             Suite 1900
                       Houston, Texas 77002


February 18, 2003


El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, Texas 77002

Attention: Corporate Secretary

      Re: Notice of Business and Proposals to be Brought
          before the 2003 Annual Meeting of Stockholders

Dear Sir or Madam:

      Pursuant to and in accordance with the requirements of
Article II, Section 11 and Article III, Section 3 of the By-Laws
of El Paso Corporation, the undersigned hereby furnishes notice
of the Stockholder's intention (i) to bring before the Company's
2003 Annual Meeting of Stockholders, or any other meeting of
stockholders held in lieu thereof (including any adjournments,
postponements, reschedulings or continuations thereof), the
business and proposals described below and (ii) to nominate for
election to the Company's board of directors the persons named
below.

                     Business and Proposals

      The Stockholder intends to bring the following business and
proposals before the Annual Meeting for consideration and action
by the Company's stockholders in the sequence indicated and
before any other business is conducted:

      Proposal 1.   To amend the Company's By-Laws to fix the
                    number of directors constituting the entire
                    Board of Directors at nine, including by
                    appropriate amendments to Article III,
                    Section 1 of the Company's By-Laws.

      Proposal 2.   To elect each of the Nominees referred to
                    below to the Company's Board of Directors, in
                    lieu of any persons who may be nominated by
                    the Company's incumbent Board of Directors or
                    by any other person.

      Proposal 3.   To amend the Company's By-Laws to delete any
                    requirements for advance notice to be
                    provided by stockholders prior to nominating
                    persons for election to the Company's Board
                    of Directors, including by appropriate
                    amendment to Article III, Section 3 of the
                    Company's By-Laws.

      Proposal 4.   To repeal each provision of or amendment to
                    the Company's By-Laws (other than the
                    provisions and amendments added or effected
                    pursuant to Proposals 1 and 3) adopted after
                    the version of the By-Laws, purportedly as
                    amended through November 7, 2002, filed by
                    the Company with the Securities and Exchange
                    Commission as Exhibit 3.B to the Company's
                    Quarterly Report on Form 10-Q for the period
                    ended September 30, 2002.

      Proposal 5.   To require that action be taken at the Annual
                    Meeting on proposals 1 to 4 above in the
                    sequence indicated and before any other
                    business is conducted.

           Information in Support of Director Nominations

      Annex I to this letter presents as to each person whom the
Stockholder proposes to nominate for election as a director of
the Company:

      (a) the name, age, business address and residence address
          of that person;

      (b) the principal occupation or employment of that person;

      (c) the class and number of shares of the Corporation that
          are beneficially owned by that person on the date of
          this letter; and

      (d) any other information required to be disclosed in
          solicitations of proxies for elections of directors
          pursuant to Regulation 14A under the Securities
          Exchange Act of 1934, as amended.

      Each of the Nominees named in Annex I has consented to
being named in the proxy statement to be used in the
solicitation of proxies for the proposals described above and to
serve as a director of the Company if elected pursuant to that
solicitation.

      If this notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the
nomination of any individual Nominee at the Annual Meeting, or
if any individual Nominee shall be unable to serve for any
reason, the Stockholder reserves the right to select a
replacement Nominee and this notice shall continue to be
effective with respect to the remaining Nominees and as to any
replacement Nominees selected by the Stockholder.

              Information Regarding the Stockholder
               and Other Supporting Stockholders

      The address of the Stockholder, as the Stockholder believes
it appears on the Company's books, is 750 Lausanne Road, Los
Angeles, CA 90077. The Stockholder hereby represents that he is
a holder of record of stock of the Company entitled to vote at
the Annual Meeting and that he intends to appear in person or by
proxy at the Annual Meeting to nominate the Nominees and to
present the proposals set forth in this letter.

      The Stockholder expects the proposals described above will
be broadly supported. Another large beneficial owner known by
the Stockholder to be supporting the election of Nominees and
the other proposals described above is Oscar S. Wyatt, Jr.
Mr. Wyatt's address is 8 Greenway Plaza, Suite 930, Houston,
Texas 77002.

      The Stockholder is the beneficial owner of 8,909,195
shares1 of the Company's common stock. Mr. Wyatt has advised the
Stockholder that he is the beneficial owner of 4,678,057 shares2
of the Company's common stock. Both the Stockholder and Mr.
Wyatt hold certain of their shares of the Company's common stock
through the Depository Trust Company whose address is 55 Water
Street, 50th Floor, New York, New York 10041.

      The Stockholder and Mr. Wyatt have agreed to share the
expenses of the solicitation to be made in favor of the
proposals described above. The Stockholder and Mr. Wyatt further
have agreed to seek reimbursement from the Company upon
completion of the solicitation of all expenses incurred by them
in connection with the nomination of the Nominees, the
submission of the proposals described above and the related
solicitation of proxies.

                      Purpose of Proposals

      The purpose of the proposals described above is to replace
the Company's existing board of directors with a board that will
strive to return the Company to its former stature and improve
its value for stockholders and other stakeholders of the
Company. The Stockholder's interest in the proposals rests in
recovering some or all of the loss in the value of his
investment in the Company and to maximize the value of that
investment. The Stockholder reserves the right, consistent with
the requirements of applicable law, to submit additional
proposals, fewer proposals or different proposals at the Annual
Meeting. The Stockholder, in furnishing the notice described
above, does not concede the validity or enforceability of the
provisions of the Company's By-Laws that purport to impose
advance notice requirements or otherwise limit the right of any
stockholder to present business for consideration at any meeting
of the stockholders, and expressly reserves the right to change
the validity, application and interpretation of any such
provision."
                                       Sincerely,

                                          /s/ Selim K. Zilkha

                                       Selim K. Zilkha


                              Annex I

                Information Regarding the Nominees

The following table sets forth for each nominee named below (i)
the name, age, business address and residence address of such
person, (ii) the principal occupation or employment and five-
year business history of such person, including all
directorships held in other public companies or mutual funds,
and (iii) the number of shares of the Company's stock (if any)
beneficially owned by that person. Each person named below is a
citizen of the United States of America.

R. GERALD BENNETT

      Age: 60

      Business Address: 11111 Wilcrest Green, From January 1999
                        to June 2000, Suite 300 Houston, TX 77042

      Residence Address: 13310 Perthshire

      Since July 2000, Mr. Bennett has been the Chairman,
President and CEO of Total Safety, Inc., the principal business
of which is providing safety solutions to industrial and energy
markets.  Mr. Bennett was involved in the operations of G&S
Bennett, Ltd., the principal business of which was investments,
and of which he was the owner. From 1996 to December 1998, Mr.
Houston, TX 77079 Bennett served as a Senior Vice President of
Equitable Resources, Inc. and President of that company's ERI
Supply and Logistics Group, the principal business of which is
natural gas distribution and production. Mr. Bennett is
currently a director of TransTexas Gas Corporation. Mr. Bennett
was asked to serve on the TransTexas board by a number of
TransTexas' senior bondholders and became a director after
TransTexas filed for federal bankruptcy protection.

C. ROBERT BLACK

      Age: 67

      Residence Address: 116 Applehead Island P.O. Box 7907
                         Horseshoe Bay, TX 78657

      Mr. Black retired from Texaco, Inc. after 41 years of
service in May 1999. From January 1997 to January 1998, Mr.
Black served as President of the Business and Worldwide
Exploration and Production division of Texaco, the principal
business of which is oil and gas exploration and production.
From January 1998 to May 1, 1999, he served as Senior Vice
President in the office of Chairman of Texaco.

CHARLES H. BOWMAN

      Age: 67

      Business and Residence Address: 13350 Hopes Creek Road
                                      77845-9250

      Mr. Bowman, Professor Emeritus at Texas A&M University, is
currently retired. From July 1997 to November 2001 he served as
Professor and Head of the Harold Vance Department of Petroleum
College Station, TX Engineering at Texas A&M University. Prior
to joining Texas A&M University, Mr. Bowman served as Chairman
and Chief Executive Officer of BP America, Inc. from January
1994 to August 1996.

RONALD J. BURNS

      Age: 50

      Business Address: 27890 North 100 Way

      Residence Address: 27890 North 100 Way
                         Scottsdale, AZ 85262

      Since 1997, Mr. Burns has been the Chairman of Burns
Capital Partners LP, the principal business of which is private
equity investments. From 1997 to 1998, Mr. Burns has also served
as President and Chief Operating Scottsdale, AZ 85262 Officer of
Entergy Corporation, which is an electric utility.

STEPHEN D. CHESEBRO'

      Age: 61

      Business Address: 1330 Post Oak Boulevard
                        Suite 1600
                        Houston, TX 77056

      Residence Address: 5405 Longmont Drive
                         Houston, TX 77056

      Since June 2001, Mr. Chesebro' has served as the non-
executive Chairman of the Board of Harvest Natural Resources,
Inc. , the principal business of which is international oil and
gas exploration and production. Mr. Chesebro' served as a
director of Harvest Natural Resources, Inc. from October 2000 to
June 2001. From January 1999 to September 1999, Mr. Chesebro'
served as a director, President and Chief Executive Officer of
PennzEnergy, the principal business of which was oil and gas
exploration and production. From February 1997 to December 1998,
Mr. Chesebro' served as a director, President and Chief
Operating Officer of Pennzoil Company, the principal business of
which was integrated oil, including exploration, production,
refining, marketing and retail services. Prior to joining
Pennzoil, Mr. Chesebro' served 32 years with Tenneco, Inc.,
where he retired in 1996 as Chairman and Chief Executive Officer
of Tenneco Energy.

TED EARL DAVIS

      Age: 63

      Business and Residence Address: 55 Mott Lane
                                      Houston, TX 77024

      Mr. Davis has been a consultant for the energy industry
(self-employed) since July 2000. From 1997 to 2000,
he served as the President, Exploration Production, for
international operations of Conoco, Inc., the principal business
of which is oil and gas exploration and production, in Africa,
Mid-East and Asia-Pacific. He was also a corporate vice
-president at E.I. DuPont De Nemours and Company, the principal
business of which is high-performance materials and specialty
chemicals, from 1986 to 1999, when E.I. DuPont De Nemours and
Company was Conoco's parent corporation. Mr. Davis is currently
a director of Total Safety, Inc. and TransTexas Gas Corporation.
Mr. Davis was asked to serve on the TransTexas board by a number
of TransTexas' senior bondholders and became a director after
TransTexas filed for federal bankruptcy protection.

JOHN J. MURPHY

      Age: 71

      Business Address: 5500 Preston Road
                        Suite 210
                        Dallas, TX 75205

      Residence Address: 4324 Bordeaux
                         Dallas, TX 75205

      Mr. Murphy is currently retired. From 1997 to 2000, Mr.
Murphy served as a Managing Director of SMG Management L.L.C, a
privately owned investment group.  Mr. Murphy is currently a
director of CARBO Ceramics Inc., W.R. Grace & Co. and ShawCor
Ltd. Mr. Murphy also served as Chairman and Chief Executive
Officer of Dresser Industries, Inc. from August 1983 to November
1995. He remained Chairman of the Board of Dresser until his
retirement in November 1996.

JOHN V. SINGLETON

      Age: 84

      Business Address: 314 N. Post Oak Lane
                        Houston, TX 77024

      Residence Address: The Post Oak
                         99 North Post Oak Lane, Apt. 6102
                         Houston, TX 77024

      Judge Singleton is a retired United States Federal District
Judge. During his tenure, Judge Singleton served as the Chief
Judge of the United States District Court for the Southern
District of Texas and was elected to serve as the District Judge
Representative from the Fifth Circuit to the Judicial Conference
of the United States by all of his fellow Judges of the at
Woodway Fifth Circuit. In addition, all of the District Judge
Representatives elected Judge Singleton to be their Chairman
during his tenure at the Judicial Conference. Judge Singleton
currently does arbitration and litigation counseling.

SELIM K. ZILKHA

      Age: 75

      Business Address: 1001 McKinney Arroyo Grande,
                        Suite 1740
                        Houston, TX 77002

      Residence Address: 750 Lausanne Road
                         Los Angeles, CA 90077

      Mr. Zilkha is a 50% owner of Zilkha Renewable Energy, LLC,
the principal business of which is wind energy generation,
located at 1001 McKinney, Suite 1740, Houston, TX 77002. Mr.
Zilkha is also the owner of Tower Grove Vintners, Inc., the
principal business of which is vineyards and winery, located at
453 Laetitia Vinyard Drive, CA 93420. He was the majority owner
of Zilkha Energy Company, L.L.C. for several years prior to that
company's acquisition by Sonat, Inc. Mr. Zilkha served as a
director of El Paso Energy Corporation from November 1999 to
February 2001, and as an advisory director from February 2001 to
June 2002. From January 1998 to November 1999, Mr. Zilkha was a
director of Sonat, Inc., an energy holding company whose
subsidiaries operated in the oil and natural gas industries. He
received $45,000 for his services as an advisory director from
El Paso Corporation in 2002.


EL PASO CORP.: Urges Shareholders to Reject Proxy Contest
---------------------------------------------------------
El Paso Corporation (NYSE: EP) urges its shareholders to reject
the proposal by Selim Zilkha seeking the removal of the
company's entire board of directors and the election of himself
and eight of his hand-picked representatives to the El Paso
board of directors at the company's annual meeting of
shareholders.  The company reaffirmed its commitment to the
execution of its business plan.  El Paso believes that Mr.
Zilkha's decision to take such action at this time is highly
disruptive for the company.

El Paso's previously announced business plan is based upon five
key principles:

      -- Preserving and enhancing the value of the company's core
         businesses

      -- Exiting non-core businesses quickly, but prudently

      -- Strengthening and simplifying the company's balance
         sheet while maximizing liquidity

      -- Aggressively pursuing additional cost reductions

      -- Continuing to work diligently to resolve litigation and
         regulatory matters

With respect to Mr. Zilkha, the company noted:

El Paso has consistently sought to engage Mr. Zilkha as a
shareholder in a dialogue including meetings with him and his
advisors to address his concerns. Mr. Zilkha has proposed
removing all of El Paso's current directors, whose years of
experience and knowledge in our core businesses is especially
critical. In addition to focusing on executing its five-point
business plan, the company has: commenced a process for
selecting a new CEO to succeed William A. Wise; appointed Robert
W. Goldman, former senior vice president, finance and chief
financial officer of Conoco Inc., as a director; and is
continuing in the process of adding additional independent
directors to its high quality board. In fact, the company
offered Mr. Zilkha the opportunity to participate in this
process by submitting candidates for nomination to the El Paso
board. Despite the company's efforts to reach out to Mr. Zilkha,
he has rejected its proposals and chosen to launch this
counterproductive and disruptive proxy campaign.

Ronald L. Kuehn, Jr., El Paso's lead director, stated: "Given
all the recent actions by the company and our efforts to reach
out to Mr. Zilkha, we can only conclude that he is focused on
punishing El Paso over the past rather than constructively
working with us to improve our future."

The company also noted that:

      -- As a former member of the El Paso board, and later as an
         advisory director of the company, Mr. Zilkha supported
         the strategic decisions he is now criticizing.

      -- Mr. Zilkha chose voluntarily to relinquish his role as
         an advisory director, so as to be free from limitations
         on his personal sales of company stock.

      -- Mr. Zilkha is working with Oscar Wyatt on this proxy
         contest.  Based upon Mr. Wyatt's past history, his
         current adversarial relationship with El Paso, and his
         ownership of a competing business, the company believes
         that there are clear conflicts between Mr. Wyatt's
         interests and those of our shareholders.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America. The
company has core businesses in production, pipelines, midstream
services, and power. El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy. For more information, visit www.elpaso.com



ELDERTRUST: Working Capital Deficit Narrows to $14MM at Dec. 31
---------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported
results for the fourth quarter and the year ended December 31,
2002.

Net loss from continuing operations for the fourth quarter of
2002 totaled $1.1 million and $1.1 million after the results
from discontinued operations on revenues of $8.2 million. For
the comparable quarter of 2001, the net income from continuing
operations and after the results from discontinued operations
was $0.7 million on revenues of $6.3 million.

Net income from continuing operations for the year ended
December 31, 2002 was $0.8 million and net income was $0.5
million after the results from discontinued operations on
revenues of $25.3 million. For the comparable period in 2001,
net income from continuing operations and net income was $0.5
million on revenues of $25.4 million.

Funds from operations (FFO) for the fourth quarter ended
December 31, 2002, totaled $3.5 million. In comparison, FFO for
the fourth quarter of 2001, totaled $3.2 million.

FFO for the year ended December 31, 2002 totaled $12.9 million.
For 2001, FFO totaled $10.6 million.

During the fourth quarter of 2002, the Company recorded an asset
impairment of $2.1 million on its Harston Hall property, which
adversely affected the Company's results from operations for
both the fourth quarter and year ended December 31, 2002. The
Harston Hall property, along with one other property, secure a
$14.9 million non-recourse mortgage loan that matured on
December 1, 2002 but has been extended until April 10, 2003. The
Company is currently negotiating with the loan servicer
regarding a restructuring of the loan, which could include the
disposition of the Harston Hall property. Revenues from this
property totaled $0.2 million and $0.8 million, respectively,
for the quarter and year ended December 31, 2002.

The Company's Salisbury Medical Office Building was classified
as held for sale in June 2002 and is recorded at its fair market
value. The Company recorded a net loss from discontinued
operations of $46,000 and $262,000, including $65,000 and
$315,000 of impairment charges on this property during the
quarter and year ended December 31, 2002, respectively. There is
a pending sales contract on this property, which requires lender
approval. The Company currently expects the sale of the property
to close during the first quarter of 2003.

For the quarter ended December 31, 2002, the Company had an
average balance of approximately $33.1 million of one-month
LIBOR-based floating rate debt. Of this amount, an average
balance of $30.0 million is assessed interest at one-month LIBOR
plus 3%. The remainder is assessed interest at one-month LIBOR
plus 3.25%. The average one-month LIBOR for the quarter ended
December 31, 2002 was approximately 1.70%. The LIBOR rate
applicable to these loans for January 2003 is 1.44%.

"We are pleased with our operating results for the year 2002",
said D. Lee McCreary, Jr., President and Chief Executive
Officer.

The increase in the Company's revenues during the fourth quarter
of 2002 compared to the comparable quarter in 2001 is primarily
due to the consolidation as of September 30, 2002 of the
Company's investments in ET Sub-Meridian Limited Partnership,
L.L.P., (which holds leasehold and option rights to seven
skilled nursing facilities) and ET Sub-Cabot Park, L.L.C. and ET
Sub-Cleveland Circle, L.L.C. (which each own an assisted living
facility). In prior periods, the Company's investments in these
entities were recorded as investments in unconsolidated
entities.

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
direct and indirect interests in 32 buildings.

At December 31, 2002, Eldertrust's December 31, 2002 balance
sheet shows that total current liabilities exceeded total
current assets by about $14 million.

Working capital is reduced by the current portion of borrowings
outstanding under the Guidance Line and Bank Credit Facility of
approximately $2.0 million and $7.2 million as of December, 31
2002 and December 31, 2001, respectively. Also, working capital
is reduced by $14.9 million and $44.8 million as of December 31,
2002 and December 31, 2001, respectively, due to events of
default being declared under certain mortgages as the Company
had failed to meet technical requirements, including property
information requirements, and as a result of the Genesis
bankruptcy filing.


ENCOMPASS SERVICES: Court Approves Deloitte & Touche Engagement
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates
obtained permission from the Court to hire Deloitte & Touche LLP
to render tax consulting, tax advisory and other related
services.

In particular, Deloitte will:

    (a) assist and advise them in their restructuring objectives
        and post-restructuring operations with regard to tax
        matters;

    (b) provide tax consulting regarding the availability,
        limitations and preservation of certain tax attributes
        like as net operating losses, tax credits and basis;

    (c) assist them in determining the likely amount of
        cancellation of indebtedness income arising from various
        restructuring scenarios and the effect of tax attribute
        reduction for federal and state purposes under the
        bankruptcy exclusion of Section 108 of the Internal
        Revenue Code;

    (d) assist them to determine whether an ownership change,
        within the meaning of Section 382 of the Internal Revenue
        Code, will occur as a result of the proposed plan of
        reorganization and whether they would potentially qualify
        for and benefit from the special bankruptcy exceptions
        contained in Section 382(l)(5) and (l)(6) of the IRC;

    (e) review their determination of tax bases in subsidiaries
        and provide tax consulting with respect to any excess
        loss accounts that may exist with respect to any
        subsidiaries;

    (f) advise as to the treatment of damages relating to
        rejected leases, if any, postpetition interest, and other
        insolvency or bankruptcy tax issues that may arise;

    (g) document, as appropriate, the tax analysis, opinions,
        recommendations, conclusions, and correspondences for any
        proposed restructuring alternative tax issue or other tax
        matter; and

    (h) other tax services in connection with these Chapter
        11 cases as they may request;.

The Debtors will pay Deloitte for its services in accordance
with the firm's standard hourly rates:

      Professional                          Rate
      ------------                          ----
      Partners/Directors/Principals      $550 - 650
      Senior Managers                     450 - 550
      Managers                            350 - 450
      Staff/Seniors                       250 - 350

The Debtors will also indemnify and hold Deloitte and its
personnel harmless, to the fullest extent of the law, from all
claims, liabilities and expenses related to:

    -- their engagement except to the extent judicially
       determined to have resulted primarily from the bad faith
       or intentional misconduct of the firm;

    -- a breach or an alleged breach by the Debtors or any of
       their personnel of any provision of the terms of the
       Engagement Letter; and

    -- the access to or use of certain communications between the
       Debtors and Deloitte by any of their professional
       advisors. (Encompass Bankruptcy News, Issue No. 6;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Gets Approval to Pay $29 Million in Employee Bonuses
----------------------------------------------------------------
Despite the objections, Judge Gonzalez authorizes Enron
Corporation and its debtor-affiliates to pay $29,000,000 in
employee bonuses.  The Court is convinced that the
implementation of the Key Employee Retention Program will
help Enron emerge from bankruptcy more quickly. (Enron
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


FARMLAND INDUSTRIES: Inks Pact to Sell Fertilizer Assets to Koch
----------------------------------------------------------------
Farmland Industries, based in Kansas City, and Koch Nitrogen
Company, of Wichita, Kan., have signed agreements for Koch
Nitrogen to purchase nitrogen fertilizer assets from Farmland.

One agreement includes selected Farmland domestic fertilizer
assets, and the other, Farmland's share of Farmland MissChem
Limited, which owns an ammonia plant in the Republic of Trinidad
and Tobago.

The total value of the proposed sale of the U.S. assets and the
FMCL shares is approximately $270 million, including adjusted
cash proceeds of $104.4 million for the domestic assets and
$86.5 million for the FMCL interest. The remaining $79.1 million
is total liabilities being assumed by Koch Nitrogen from the two
businesses. The agreements are subject to court approval as
"stalking horse" bids and then an auction process.

The agreements include adjustments for working capital, debt and
assumed liabilities. The domestic agreement includes Farmland
plants operating in the United States along with substantially
all domestic storage facilities. The second agreement includes
Farmland's 50 percent ownership in FMCL. Farmland owns FMCL
jointly with Mississippi Chemical Corp.

With annual sales of approximately $1 billion, Farmland's
domestic fertilizer manufacturing portfolio is among the largest
in the nation. The nitrogen plant in Trinidad, built in 1997,
uses that country's lower-cost natural gas to provide a hedge
against the rising North American natural gas market.

"Despite the continued industry downturn, the domestic assets
are currently enjoying positive results. The financial
performance of the FMCL assets is excellent," said Stan Riemann,
Farmland executive vice president and president, Crop
Production.

"We're pleased with the high level of interest in these assets.
Our employees spent decades building a great system. Their hard
work made the fertilizer business a key source of earnings for
Farmland for many years. While no longer a core business for
Farmland, the sale of these valuable assets is pivotal to our
successful reorganization," Riemann said.

"While the fertilizer markets face uncertain times, we are
excited about the potential addition of these assets to our
existing business. They serve an important customer base in the
U.S. Midwest and fit with Koch Nitrogen's vision and
capabilities," said Jeff Walker, president of Koch Nitrogen. "If
successful at the auction, we plan to make many improvements to
the business including capital investments in the U.S. assets to
position them for a changing domestic market."

Farmland's next step will be to file the agreements with the
Bankruptcy Court. At a court hearing, Farmland will ask U.S.
District Court Judge Jerry Venters to approve bid and auction
procedures for the assets, set a time to qualify other potential
bidders and set a date for the auction. In preparation for that
auction, Farmland and its advisor, UBS Warburg, will begin
providing information to other potential participants. Farmland
anticipates completing the sale later this spring.

Farmland Industries, Inc., Kansas City, Mo. --
http://www.farmland.com-- is a diversified agricultural
cooperative with interests in food, fertilizer, petroleum, grain
and animal feed businesses.

Koch Nitrogen Company and its affiliates produce, distribute and
globally market nitrogen fertilizers, including anhydrous
ammonia, urea and UAN. Koch Nitrogen is a subsidiary of
privately held Koch Industries, Inc. -- http://www.kochind.com
-- which owns a diverse group of companies engaged in trading,
investment and operations around the world.


FEDERAL-MOGUL: Plan Filing Exclusivity Extended to March 6, 2003
----------------------------------------------------------------
On January 30, 2003, U.S. District Court Judge Alfred M. Wolin
called a status conference among Federal-Mogul Corporation and
its debtor-affiliates, the Official Committee of Unsecured
Creditors, the Official Committee of Asbestos Claimants, the
Official Committee of Equity Security Holders, the Legal
Representative of Future Asbestos-related Injury Claimants and
the Debtors' prepetition lenders to consider the dispute over
the Debtors' exclusive periods.  The conference was held in
Judge Wolin's courtroom in Newark, New Jersey.

The Unsecured Creditors' Committee and the Asbestos Claimants'
Committee have called for the termination of the Debtors'
exclusive periods so they can file a reorganization plan for the
Debtors.

The parties deliberated and ultimately agreed to a stipulation
that Judge Wolin approved.  Accordingly, Judge Wolin rules that:

     (a) the Debtors' exclusive plan filing period is extended
         through March 6, 2003;

     (b) the Debtors' exclusive solicitation period is extended
         through May 5, 2003;

     (c) the Debtors have waived any right to seek a further
         extension of the exclusive time to file a plan beyond
         March 6, 2003;

     (d) Nothing in this Order will prejudice:

         -- the Debtors' right to seek a further extension of the
            exclusive period to solicit acceptances of any plan
            filed by March 6, 2003; or

         -- the right of any party-in-interest to seek to reduce
            or terminate the Debtors' exclusive periods,
            including without limitation, the pending Termination
            Motion that the Creditors' Committee and the Asbestos
            Committee jointly filed; and

     (e) Pursuant to 28 U.S.C. Section 157(d), the reference of
         this case to the United States Bankruptcy Court for the
         District of Delaware is withdrawn for the limited
         purpose of the relief granted. (Federal-Mogul Bankruptcy
         News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


FEDERAL SECURITY: Auditors Doubt Ability to Continue Operations
---------------------------------------------------------------
Federal Security Protection Inc., has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

The Company is a Delaware Corporation, which was incorporated on
January 19, 1988 as Windom, Inc.  On August 22, 1997, Windom,
Inc., as a non-operating public shell, merged with New York
Bagel Exchange, Inc. with each then outstanding share of New
York Bagel Exchange, Inc. common stock being, by virtue of the
merger, cancelled. The then outstanding shares of Windom, Inc.
common stock continued unchanged as the outstanding shares of
the surviving corporation.  The surviving corporation continued
the business of wholesale and retail sale of bagels and related
items.  On January 26, 1999, New York Bagel Exchange, Inc.
changed its name to Webboat.com, Inc.  On March 22, 1999, the
Board of Directors approved the sale of the Company's inventory
and fixed assets for $120,000.  The Company ceased its bagel
business operations on March 25, 1999.  The actual disposal date
of assets subject to the sale was on April 19, 1999.  A gain of
approximately $72,000 resulted upon the disposition for the year
ended December 31, 1999. On April 2, 1999, Webboat.com, Inc.
changed its name to Windom.com, Inc., on April 20, 1999,
Windom.com, Inc. changed its name to Web4boats.com, Inc., and
during fiscal year 1999, the Company began making plans to
develop a commercial internet site in which boat builders,
manufacturers, dealers, marinas, individual buyers and sellers
would come to advertise sales and services related to the
boating industry.  Subsequently, through November 30, 1999 the
Company continued to invest substantially in website development
and related costs.  While all such development costs were
expensed as incurred, the Company expected, as a going concern,
to realize future benefits from these costs.

On December 1, 2001, the Company ended its pursuit of developing
an Internet boating site.  The much slower than anticipated
growth in popularity of its website, with correspondingly
minimal revenues, rendered putting further resources into
Internet boating unviable.  Accordingly, the boating website was
closed in January, 2002. On March 12, 2002 Web4Boats.com, Inc.
changed its name to Federal Security Protection Services, Inc.
The acquisition of Iris Broadband, Inc. on September 6, 2002,
allowed the Company to become a full-service managed security
services company and a secure Internet Protocol ("IP") network
services provider.  The Company provides its products and
services to customers (carriers, other IP-based service
providers, systems integrators, business enterprises) on a
turnkey or per-requirement basis.  It develops custom solutions
for securing virtual private networks, email/document security
management, digital rights management, content delivery
networks, IP-based video products suite and others requiring IP
based network security solutions.  These integrated solutions
can be deployed on a secure network which provides integrated
access to 85% of the United States and in 115 countries.  The
Company also provides desktop-to-desktop managed security
network solutions and other policy-based services. The Company
expects to fulfill its plans and, as a going concern to derive
revenues during fiscal year 2002, by its acquisition of Iris
Broadband, Inc. and other existing security related companies.

However, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  During the year ended March 31, 2002, as a result of
considering the unviability of remaining in the Internet boating
industry, the Company saw no alternative but to cease activities
in that industry and look for a new economic model and
opportunity.

Management's current plans are in regard to perpetuating its
existence through this new opportunity related to the managed
security and IP secured services industry.  The Company feels it
has the ability to raise funds through the public equity market
and, has paid significant liabilities to related and other
parties with common stock and also raised substantial funds from
a related party in the private sector. While such plans and
fundraising ability seem to mitigate the effect of prior years'
losses and deficits, the Company is essentially only beginning
to operate in a new industry.  The inability to assess the
likelihood of the effective implementation of management's plans
in this new environment also raises substantial doubt about its
ability to continue as a going concern.


FRONTLINE CAPITAL: Wants Exclusivity Extended through June 6
------------------------------------------------------------
FrontLine Capital Group asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which
only the company may file a chapter 11 plan and solicit
acceptances of that plan.  The Debtor wants to extend, until
June 6, 2003, its exclusive period to file a chapter 11 plan and
until August 6, 2003 to solicit acceptances of that plan from
their creditors.

The Debtor submits that during the course of this case it has
continued to make steady progress in connection with its
reorganization efforts.  This includes:

      -- analyzing and negotiating numerous complex issues with
         respect to the various platforms that are the subject of
         the Debtor's principal asset,

      -- continuing negotiations with its two largest unsecured
         creditors, BT Holdings (NY), Inc. and Reckson Operating
         Partnership, LP (which together hold in excess of 90% in
         amount of the unsecured claims in this case), with
         respect to formulating a consensual plan, and

      -- establishing a bar date so the Debtor could know the
         total universe of claims and interests.

The Debtor assures the Court that it has discussed the proposed
exclusivity extensions with the Principal Creditors, who agreed
that they each fully support the extensions.

The Debtor relates that it needs additional time to continue to
address issues concerning the platforms and its discussions with
its creditors to negotiate the terms of a consensual plan of
reorganization. The Debtor will use this time to further its
efforts to formulate and promulgate its plan of reorganization,
to best ensure that the values of Debtor's assets are preserved
and maximum distributions are available for creditors.

FrontLine Capital Group, a holding company that manages its
interests in a group of companies providing office-related
services, filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  Mickee M. Hennessy, Esq.,
at Westerman Ball Ederer & Miller, LLP represents the Debtor in
its restructuring efforts. As of March 31, 2002, the Company
listed $264,374,000 in assets and $781,374,000 in debts.


GENSCI: Court Sets Disclosure Statement Hearing for March 18
------------------------------------------------------------
GenSci Regeneration Sciences Inc. (TSX: GNS), The OrthoBiologics
Technology Company(TM), announced that during the fiscal year
ended December 31, 2002, the Company completely upgraded and
expanded its product offering by launching three new product
lines effectively replacing former products that were the
subject of previously disclosed patent litigation.

Accell(TM) DBM100, GenSci's groundbreaking next-generation
technology, is the first and only bone graft putty on the market
composed of 100% demineralized bone matrix (DBM). Accell
features an exclusive, patent pending DBM processing technique
that does not require an additive carrier, allowing for a 100%
bone product with the handling characteristics of DBM putty.

DynaGraft(TM) II has a higher DBM content than the original
DynaGraft(R) while still featuring excellent handling
characteristics favored by surgeons. The transition was
completed in September 2002, and the Company's customers have
rapidly adopted the new product line. GenSci believes these
products to be among the most cost effective autograft extenders
available on the market, when considering osteoinductive
performance and price.

OrthoBlast(TM) II, a synergistic combination of DBM and
cancellous bone in a reverse phase medium features improved
handling characteristics and has replaced the original
OrthoBlast(TM) product line in the market during the fourth
quarter of 2002.

Further information about all new products can be found on the
Company's newly revised web site at http://www.gensciinc.com

Douglass Watson, President and CEO stated: "We have successfully
transitioned to an entirely new product offering, eliminating
original products which were the subject of previously disclosed
patent litigation. With Accell, we have raised the technological
bar in the field of orthobiologics. An overwhelming majority of
our existing accounts have converted to the Company's new
products, and after its first quarter in nationwide
distribution, Accell's revenues are approaching CDN$600,000 per
month from almost 300 customers. We have re-invented the
company."

With the transition to DynaGraft II and OrthoBlast II the
Company no longer manufactures or distributes any of the
products, which were the subject of the patent litigation. The
Federal District Court of Los Angeles has yet to enter a
judgment relating to the patent litigation trial, which
concluded with a jury verdict against the Company in December
2001. The Company still intends to vigorously pursue an appeal
as soon as a judgment is filed.

As a result of the jury verdict, and in order to permit an
opportunity to appeal, the Company has been operating under the
protection of Chapter 11 of the U.S. Bankruptcy Code. On
January 15, 2003 the Company submitted its first Plan of
Reorganization, and on January 16, 2003 submitted a Disclosure
Statement to the United States Bankruptcy Court for the Central
District of California. A hearing will be held March 18, 2003 to
review and potentially approve the Disclosure Statement, a
required step towards presenting the plan of reorganization to
creditors.

The Company has maintained normal operations under Chapter 11.
Aggressive cost cutting initiatives undertaken since December
2001 and the benefit of operating under Chapter 11 have resulted
in GenSci recording its first-ever full year with positive cash
flow from operations. In spite of an increasingly competitive
market environment and the challenges associated with
introducing three new product lines, GenSci has maintained
approximately 85% of its revenue base as compared to the prior
year. In addition, with a near and medium-term product pipeline
and an active product development program, GenSci intends to
continue bringing innovative products with leading edge
technologies to market.

Copies of GenSci's Disclosure Statement have been mailed to the
United States Trustee's Office, counsel for the secured
creditor(s), counsel to the Official Committee of Unsecured
Creditors, and certain parties who have heretofore requested
special notice. The Company will furnish to any creditor or
interested party a copy of the proposed Disclosure Statement
upon written request to Ms. Lori Gauthier, Winthrop Couchot
Professional Corporation, 660 Newport Center Drive, 4th Floor,
Newport Beach, California 92660.

GenSci Regeneration Sciences Inc., has established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically based products for bone repair and
regeneration. Use of GenSci's technologies permits less invasive
procedures, reduces hospital stays, and improves patient
recovery. Through its subsidiary, the Company designs,
manufactures and markets biotechnology-based surgical products
for orthopedics, neurosurgery and oral maxillofacial surgery.
These products can either replace or augment traditional
autograft surgical procedures. GenSci is focused on increasing
the safety, efficacy, and handling of orthobiologic materials
and improving the use of biotechnology combined with materials
science in developing products to promote the body's natural
ability to repair and regenerate musculoskeletal tissue.


GENUITY INC: Wants More Time to Move Actions to New York Court
--------------------------------------------------------------
As of the Petition Date, Genuity Inc., and its debtor-affiliates
were parties to approximately 50 civil actions and proceedings
in a variety of state and federal courts.  These Civil Actions
cover a broad spectrum of legal issues including commercial
litigation, breach of contract, employment litigation and
others.  Pursuant to Section 362(a) of the Bankruptcy Code, the
Civil Actions, to the extent they were filed against the
Debtors, were stayed from further prosecution upon the
commencement of the case.

D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts,
tells the Court that the Debtors' management has expended
substantial efforts responding to the many exigencies and other
matters that are incident to the commencement of any Chapter 11
case since the Petition Date.  In addition, the Debtors have
also had to focus a significant amount of their attention and
efforts on the sale of substantially all of the Debtors' assets
to Level 3 Communications LLC.  In connection with the sale
hearing, which took place on January 23 and 24, 2003, the
Debtors had to respond to numerous objections to the proposed
sale.

In addition to the efforts expended in connection with the sale
to Level 3, Mr. Martin points out that the Debtors have also had
to identify and commence the sale of assets that have been
excluded from the sale to Level 3 and are no longer economically
beneficial to their estates.  They have also had to maintain
services to their customers, address the concerns of numerous
vendors with respect to continuing prepetition business
relationships, and attend to other matters involving certain
individual creditors.  For these reasons, the Debtors have not
had the opportunity to examine each individual civil action to
determine the feasibility or benefit of removal.  The Debtors'
inability to examine the pros and cons of removal will also be
affected by a major workforce reduction from over 2,000
personnel to 100 after the sale of assets to Level 3.

According to Mr. Martin, the Debtors are continuing to review
their records to determine whether they should remove any claims
or civil causes of action pending in state or federal court to
which they might be a party.

Mr. Martin notes that the time within which the Debtors must
file motions to remove any pending civil actions is currently
set to expire on February 25, 2003.  The court may extend this
deadline, however, pursuant to Rule 9006 of the Federal Rules of
Bankruptcy Procedure.  Bankruptcy Rule 9006 provides in
pertinent part:

   "Except as provided in paragraphs (2) and (3) of this
   subdivision, when an act is required or allowed to be done at
   or within a specified period by these rules Motion for Order
   Extending Time or by a notice given thereunder or by order of
   court, the court for cause shown may at any time in its
   discretion (1) with or without motion or notice order the
   period enlarged if the request therefor is made before the
   expiration of the period originally prescribed or as extended
   by a previous order or (2) on motion made after the expiration
   of the specified period permit the act to be done where the
   failure to act was the result of excusable neglect."

The Debtors assert that cause exists to extend the removal
deadline because these Chapter 11 cases are large and complex,
and involve about 40,000 creditors and 50 pending Civil Actions.

Accordingly, the Debtors ask the Court to extend the removal
period until 30 days after the effective date of a Chapter 11
plan in these cases. (Genuity Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Reuters Seeks Stay Relief to Set-Off Claims
------------------------------------------------------------
Reuters America Inc., as successor to TIBCO Finance Technology
Inc., asks the Court to lift the automatic stay to exercise its
right of set-off.

Carol A. Morrison, Esq., at Schulte Roth & Zabel LLP, in New
York, recounts that on June 25, 1999, Reuters entered into the
"Tibonline Direct" License, Development, Embedding, Support &
Royalty Agreement with the Global Crossing Debtors.  Under the
terms of the License Agreement, the GX Debtors are indebted to
Reuters for $390,105.94, representing amounts due for the period
from July 1, 2001 through December 2002 in maintenance and
support obligations.

On September 24, 1999, Ms. Morrison relates that Reuters and the
GX Debtors entered into a Network and Services and Joint
Solutions Agreement, under which Reuters purchased $5,000,000 in
services from the GX Debtors to be provided over the three-year
term of the agreement.  Under the Network Agreement, payment of
the Minimum Obligation was structured as:

     -- $500,000 was due in September 2000;

     -- $1,500,000 was due in September 2001; and

     -- the remaining $3,000,000 was due in September 2002.

At the end of the three-year term, Reuters had the option to
purchase additional services from the Debtors at a discount,
which would have reduced the amount of the final installment
payment, but Reuters declined to exercise that option.
Consequently, the Debtors demanded the $3,000,000 payment from
Reuters.  On December 6, 2002, Reuters remitted to the Debtors
$2,619,994.06, together with a letter stating that Reuters was
temporarily withholding the remaining amounts due -- i.e.,
$390,105.94 -- pending resolution of set-off issues.

Ms. Morrison points out that both the License Agreement and
Network Agreement are governed by the laws of the state of New
York.  Under applicable New York state law, Reuters is entitled
to set off its Claim against the Debtors.

Ms. Morrison notes that Reuter's liability to the Debtors for
the Set-off Amount also arose prepetition.  To determine when a
debt from a creditor to a debtor arose, courts treat the debt as
a claim under the Code.  Gerth, 991 F.2d at 1433 ("'Debt' should
be read as being coextensive with the term 'claim'.").  "A claim
will be deemed to have arisen prepetition if 'the relationship
between the debtor and creditor contained all of the elements
necessary to give rise to a legal obligation -- a right to
payment -- under the relevant non-bankruptcy law."  In re
Manville Forest Products Corp., 209 F.3d 125, 129 (2d Cir. 2000)
(affirming lower court's holding that indemnification claim
arose prepetition when indemnification agreement executed; thus,
claim was discharged by confirmation order).

The License Agreement governing the parties' relationship in
relation to the Set-off Amount was executed prepetition.  After
execution of the License Agreement, Reuters had an unconditional
obligation under state law to pay the Minimum Obligation,
including the Set-off Amount.  Consequently, all of the elements
giving rise to the Debtors' right to receive payment of the
Setoff Amount arose prepetition.

Ms. Morrison believes that the Set-off Amount and the Claim are
mutual because they are owed between the "same parties" in the
"same capacity" -- i.e. are each owed between the Debtor and
Reuters on their behalf.  See 11 U.S.C. Sec. 553; 5 Collier on
Bankruptcy, par. 553.03(3)(a) at 553-27 (L. King 15th ed. 1991).

Ms. Morrison contends that relief from the stay also is
warranted under Section 362(d)(2) of the Bankruptcy Code as the
Debtors have no equity in the Set-off Amount -- i.e., the amount
of the Claim is equal to the Setoff Amount.  Furthermore, the
amount subject to set-off is not necessary to an effective
reorganization of the Debtors.  The funds comprising the Set-off
Amount would not, in any event, be available for distribution to
unsecured creditors under the Debtors' Plan because Reuters has
a security interest in these funds as a consequence of its set-
off rights. (Global Crossing Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRAPHIC PACKAGING: Reports Improved Financial Results for Q4
------------------------------------------------------------
Graphic Packaging International Corporation (NYSE: GPK)
announced the financial results for the fourth quarter and year
ended December 31, 2002.

The Company reported a net loss attributable to common
shareholders of $0.3 million for the fourth quarter and $188.7
million for the twelve months ended December 31, 2002. The net
loss attributable to common shareholders during the fourth
quarter of 2001 was $5.1 million, and $3.6 million for the
twelve months ended December 31, 2001.

Excluding goodwill amortization, impairment of goodwill, other
asset impairment and restructuring charges, an extraordinary
loss on the early extinguishment of debt, a gain on sale of
assets, and costs associated with a labor dispute, the net loss
attributable to common shareholders was $0.3 million for the
fourth quarter, and net income attributable to common
shareholders of $3.7 million for the twelve months ended
December 31, 2002. This compares to net income attributable to
common shareholders, excluding these items, of $1.5 million
during the fourth quarter of 2001 and $12.0 million for the year
2001.

Net sales for the fourth quarter of 2002 were $260.2 million,
3.6% lower than the third quarter's $270.0 million and the
fourth quarter of 2001 net sales of $270.0 million. The Company
generally expects fourth quarter sales to be softer than third
quarter due to the holidays and scheduled downtime. In addition,
several of our customers took extended shutdowns during
December. For the twelve months ended December 31, 2002, net
sales were $1.06 billion compared to $1.11 billon for the prior
year.

Gross profit as a percent of net sales increased from 10.8% in
the third quarter to 11.9% in the fourth quarter; operating
margin improved from 4.8% to 5.1%. Compared to the previous
quarter, earnings were impacted positively by the absence of
costs associated with the labor dispute and lower fiber costs,
partially offset by lower sales volume and the associated
operating inefficiencies, lower absorption of fixed costs and
SG&A expense, and scheduled maintenance downtime taken at the
paperboard mill.

Recycled fiber market prices, particularly old corrugated
containers, continued to decline during the fourth quarter,
dropping approximately $20 per ton from $75 in September to $55
in December. The impact to operating earnings due to fiber was
roughly $0.8 million favorable compared to the previous quarter,
but approximately $2.1 million unfavorable compared to the
fourth quarter of 2001.

On January 26, 2003, union employees at the Kalamazoo paperboard
mill and carton plant voted to accept a five-year proposal from
the Company, effectively ending a labor dispute that began on
July 27, 2002. The Company's earnings were impacted negatively
by costs directly attributable to the labor dispute of
approximately $4.5 million ($2.7 million after tax), all of
which were incurred during the third quarter. The Company
believes that it did not lose any business as a result of the
dispute.

Capital spending for the quarter was $6.7 million. Total capital
spending for the year was $27.7 million. Cash flow from
operations continued to be strong, allowing the Company to
reduce net debt by $18.6 million during the fourth quarter, from
$468.3 million to $449.7 million, and $69.3 million during the
year 2002. Net debt is defined as total debt net of cash and
cash equivalents.

As a result of a decline in the market value of the Company's
pension plan assets, the Company recorded a reduction of equity
of $12.8 million net of tax. This adjustment is recorded in
long-term liabilities and shareholders' equity, but does not
impact current earnings.

Interest expense was $1.7 million less during the fourth quarter
compared to the third quarter, primarily due to the positive
impact of the expiration of unfavorable interest rate swap
agreements during the third quarter and the continued reduction
of debt.

Commenting on the Company's results, CEO and President Jeffrey
H. Coors said, "We are disappointed with our sales and earnings,
but we recognize that a great deal of the shortfall is a product
of the soft economic conditions in the United States and the
world. Despite reduced earnings, we continue to generate cash
and pay down debt. Our cost reduction efforts through Six Sigma
projects and purchasing initiatives continue to exhibit solid
results. Many of our metrics, like working capital as a percent
of net sales, lead the industry. I believe our ability to
strengthen our balance sheet in this economic climate is
encouraging."

More information is available in the Company's filings with the
Securities and Exchange Commission.  Those filings can be
accessed at the Company's Web site at
http://www.graphicpackaging.comin the Investor Relations
section.

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


HARBISON-WALKER: Halliburton Stay Continued Until March 21, 2003
----------------------------------------------------------------
Halliburton (NYSE: HAL) announced following a hearing in the
Harbison-Walker bankruptcy case that the court's temporary
restraining order has been continued until March 21, 2003. This
restraining order was originally entered on February 14, 2002,
staying more than 200,000 pending asbestos claims against
Halliburton's subsidiary DII Industries, LLC.

The court also ruled Halliburton must file an affidavit stating
settlement agreements have been signed by attorneys representing
75% of DII's current asbestos claimants by March 14, 2003. If
this deadline is not met, the court will hear oral arguments
presented by both sides on March 21, 2003 on a motion to lift
the stay. While there can be no assurance that formal agreements
will be reached or that the stay would be continued following
oral arguments, Halliburton already has preliminary agreements
with attorneys representing more than 90% of claimants and
believes that settlement agreements with the required 75% of
claimants can be completed prior to March 14, 2003.

On December 18, 2002, Halliburton announced that it had reached
an agreement in principle to achieve a global settlement of its
asbestos claims. The agreement contemplated that Halliburton
would conduct due diligence on the asbestos claims, and that DII
and attorneys for the asbestos claimants would use reasonable
efforts to execute definitive settlement agreements. While all
the required settlement agreements have not yet been executed,
Halliburton and attorneys for certain of the asbestos claimants
have now reached agreement on what they believe will be a
template for such settlement agreements. These agreements are
subject to a number of conditions, including agreement on a
Chapter 11 plan of reorganization for certain Halliburton
subsidiaries, including DII; approval by 75% of current asbestos
claimants to the plan of reorganization; the negotiation of
financing acceptable to Halliburton; approval by Halliburton's
board of directors; and confirmation of the plan of
reorganization by a bankruptcy court. The template settlement
agreement also grants the claimants' attorneys a right to
terminate the definitive settlement agreement on ten days'
notice if Halliburton's DII subsidiary does not file a plan of
reorganization under the bankruptcy code on or before April 1,
2003.

Halliburton is conducting due diligence on the asbestos claims,
which is not expected to be completed by April 1, 2003.
Therefore, Halliburton does not expect its subsidiary to file a
plan of reorganization prior to April 1. Although there can be
no assurances, Halliburton does not believe the claimants'
attorneys will terminate the settlement agreements on April 1,
2003 as long as adequate progress is being made toward a Chapter
11 filing.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
www.halliburton.com .


INDYMAC BANK HOME: Fitch Junks Class BF of Ser. 2000-c & 2001-A
---------------------------------------------------------------
Fitch Ratings has performed a review of IndyMac Bank Home Equity
Asset-Backed Trust, series SPMD 2000-A, series 2000-B, series
2000-C and series 2001-A. Based on the initial review; the
following rating actions have been taken:

     Series 2000-A Group 1

     -- Class BF, rated 'BBB', placed on Rating Watch Negative.

     Series 2000-B Group 1

     --  Class MF2, rated 'A', placed on Rating Watch Negative;
     --  Class BF, rated 'BBB', placed on Rating Watch Negative.

     Series 2000-B Group 2

     -- Class BV, rated 'BBB', placed on Rating Watch Negative.

     Series 2000-C Group 1

     -- Class MF2, rated 'A', placed on Rating Watch Negative;

     -- Class BF downgraded to 'CCC' from 'BBB'.

     Series 2000-C Group 2

     -- Class MV2, rated 'A', placed on Rating Watch Negative.

     -- Class BV, rated 'BBB', placed on Rating Watch Negative.

     Series 2001-A Group 1

     -- Classes AF3 to AF6, rated 'AAA', placed on Rating Watch
        Negative;

     -- Class MF1, rated 'AA', placed on Rating Watch Negative;

     -- Class MF2 downgraded to 'A-' from 'A' and placed on
        Rating Watch Negative;

     -- Class BF downgraded to 'CCC' from 'BBB'.

     Series 2001-A Group 2

     -- Class MV2, rated 'A', placed on Rating Watch Negative;

     -- Class BV, rated 'BBB', placed on Rating Watch Negative.

These rating actions are the result of adverse collateral
performance and the deterioration of asset quality outside of
Fitch's original expectations.

In particular IndyMac's 2000 vintage and 2001-A deal contained
approximately 2-13% of manufactured housing collateral at
closing, please refer to table below. Currently there is
approximately 4-23% of MH remaining in these deals, the majority
of which is in the delinquency pipeline. To date, MH loans have
exhibited very high historical loss severities, causing Fitch to
have concerns over the available enhancement in these deals.

%MH                 2000-C Grp I   2000-C Grp II   2000-B Grp I

-- At close              12.08            9.64          12.73
-- At December 2002      22.37           18.45          23.19

                     2000-B Grp II    2000-A Grp I  2000-A Grp II

-- At close                6.50            9.35           2.58
-- At December 2002       13.03           15.21           4.34

                     2001-A Grp I   2001-A Grp II

-- At close                 9.55           10.92
-- At December 2002        16.84           15.88

The 2000-C and 2001-A deals were structured with mortgage
insurance policies provided by both the lender and the borrower
on approx. 80% of the mortgage pools. These deals have
experienced low levels of losses because of the slow resolution
of insurance claims, and the slow liquidation process on the MH
collateral. Fitch has been informed by IndyMac that a group has
been segregated to specifically handle the MI relationships and
the claim submittal and timing process. Fitch anticipates that
losses could be exasperated over the next year as a result of
the additional MI focus, the ongoing buildup of the Foreclosure
and REO delinquency buckets, and the liquidations of the
existing defaulted collateral.

The structures in the 2001-A, 2000-C, 2000-B, and 2000-A
transactions do not allow for excess spread to be shared by the
groups. Furthermore, a 36-month Interest Only (IO) strip is
present in Group I of the 2001-A and 2000-C transactions. This
siphons off excess spread that would otherwise be available to
cover losses and to build OC in the deals. Once these IO classes
mature more excess spread will be available for credit support.

All of the above referenced deals are structured such that there
is the ability in future periods for the bonds that were written
down due to losses to be written back up.

Fitch will continue to closely monitor these deals.


INTELLICORP INC: Delaware Court Confirms Chapter 11 Reorg. Plan
---------------------------------------------------------------
IntelliCorp, Inc., a leading provider of business process
optimization solutions, together with its wholly owned
subsidiary, Megaknowledge, Inc., announced that the United
States Bankruptcy Court for the District of Delaware issued the
final order on February 7, 2003 confirming its joint plan of
reorganization. After completing certain administrative
requirements set forth in the Plan, the Plan became effective on
February 14, 2003. The Company expects to fully emerge from
Chapter 11 in the April 2003 timeframe.

"This marks the completion of a significant milestone in our
overall strategy of rebuilding IntelliCorp and sets the stage
for our immediate emergence from Chapter 11," said Jerry
Klajbor, IntelliCorp's CFO. "In addition, we have worked
diligently over the past five months since we filed to complete
many of the financial, management, and product development
initiatives needed to position us for the near term market
opportunities, as well as strategically for the future. As a
result of the Chapter 11 process and other changes we have made
in the overall business operations, we have dramatically reduced
our overall debt and decreased our overall expense base.
Furthermore, we have secured sufficient exit financing to allow
us to direct our attention on growing the revenue base. Finally,
given that the Company will emerge as a privately held entity,
the management team will be able to focus on overall strategy
aimed at long-term growth."

"We strongly believe that our products and services are well
positioned for the current market," added George D'Auteuil,
IntelliCorp's Vice President of Global Marketing and Sales.
"Over the past year, we have continued to refine our marketing
and sales approach for our offerings. As a result, we have
discovered cost-effective sales channels that should
exponentially increase the visibility of our products and
services to potential new customers. We are confident that these
initiatives will lead to an increase in sales across the
Company."

"When we announced our decision to file for Chapter 11 this past
September, one of our main goals was to continue to support our
current customers without any degradation or interruption in the
quality or level of service they have come to expect from
IntelliCorp. As a direct result of the hard work and dedication
of our entire staff, we clearly accomplished this extremely
important objective. The management team would like to thank all
of our customers for their continued support, as well as our
entire global team for their efforts, which together have
enabled us to reach this key milestone in our restructuring
process," added Jerry Klajbor.

Norman J. Wechsler, Chairman of the Board, stated, "I would like
to thank Jerry Klajbor for his special and essential efforts in
leading us through this difficult process as effective acting
CEO, as well as his fine team. Their work went well beyond an
ordinary role in making sure that everything was done quickly
and properly, allowing us a quick turnaround from the 'old'
IntelliCorp to the 'new.' We have effectively completed the
necessary downsizing to align the Company with today's IT
environment. The new IntelliCorp, with its strong Executive
Staff, is ready to move forward as one team dedicated to
culture, community, and communications, and with a clear
strategy for future growth and profitability."

IntelliCorp is a global solutions firm focused on optimizing
enterprise business processes that deliver quality, productivity
and competitiveness for our customers. With more than 22 years
of experience, IntelliCorp has delivered bottom-line value to
industries dependent upon SAP for supply chain management, CRM,
order management, enterprise application integration, business
process management, ERP upgrades and consolidation. Our Fact-
based Planning(SM) approach helps enterprise organizations plan,
streamline, and optimize complex business processes by ensuring
tight integration of front-office processes with back-office
systems. IntelliCorp has enabled many of the world's leading
companies, including Bombardier, Compaq, General Motors,
Goodyear, Hewlett Packard, IBM, John Deere, Lucent, Peugeot,
Steelcase, and Yamaha, to achieve dramatic return on their
investments in SAP systems and enterprise applications.
Headquartered in Mountain View, CA, the company has offices
across the United States and throughout Europe. Please visit
IntelliCorp on the Web at http://www.intellicorp.com/


IT GROUP: Dimensional Fund Dumps Equity Position
------------------------------------------------
Dimensional Fund Advisors Inc., is a Delaware Corporation and an
investment advisor registered under Section 203 of the
Investment Advisors Act of 1940.  Dimensional 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 owned
by its advisory clients and may be deemed to be the beneficial
owner of The IT Group Inc. shares being held by the investment
companies, trusts and accounts.  However, in a regulatory filing
with the Securities and Exchange Commission dated February 3,
2003, Dimensional disclaims any beneficial ownership of IT Group
common stock. (IT Group Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Earns Approval to Consummate Tacoma Plant Sale
---------------------------------------------------------------
ATOFINA Chemicals, Inc. complains that Kaiser Aluminum
Corporation and its debtor-affiliates did not make any allowance
for their strict liability under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Sections
9601-9657, to clean up a superfund site.

ATOFINA explains that the Debtors' Tacoma Plant is within the
Tacoma tideflats industrial area and the Commencement Bay
Nearshore/Tideflats Superfund Site.  The Property includes an
easement -- a surface water channel known as the Kaiser Ditch --
over ATOFINA's property that runs into the adjacent tidal area,
called the Hylebos Waterway, a part of Commencement Bay.
ATOFINA owns an industrial property adjacent to the Tacoma
Plant.  At some point in the 1990s, ATOFINA informs the Court
that the Debtors used the Kaiser Ditch and an adjacent pipe to
discharge massive quantities of hazardous substances generated
from their operations and manufacturing processes into the
Hylebos Waterway.

ATOFINA asserts that the Debtors' request is nothing other than
an attempt to:

     (a) relieve themselves of ownership of an environmentally
         contaminated property which continues to contaminate the
         Superfund Site;

     (b) generate cash from that sale for the benefit of a
         single creditor;

     (c) avoid a possible administrative claim on the part of
         the U.S. Environmental Protection Agency;

     (d) avoid the issuance of a Clean-up Order by the EPA
         requiring them to participate in the clean-up of that
         Superfund Site; and

     (e) simply walk away from their obligations after profiting
         from 60 years of contamination of the Hylebos Waterway,
         including a $500,000,000 sale of utility contracts
         related to the Tacoma Plant -- not a penny of which will
         be used to clean up their own hazardous materials from
         the Site.

ATOFINA relates that when the Debtors ceased their operations at
the Tacoma Plant, they also sold contracts for the purchase of
electrical power at the Property.  The Debtors obtained
$500,000,000 from those sales.

ATOFINA suggests that the Court permit the sale of the Tacoma
Plant only after, and conditioned on, the Debtors entering an
appropriate agreement with the EPA and other potentially
responsible parties at the Superfund Site with regard to its
clean-up responsibilities under applicable environmental laws,
including the CERCLA statute.

ATOFINA holds direct and indirect claims against the Debtors
related to the clean up of the Superfund Site.  The EPA has
issued a Clean-up Order to ATOFINA under Section 106 of CERCLA
with regard to the Superfund Site.  ATOFINA believes that the
cleanup cost for the Hylebos Waterway will be $30,000,000.

                           *     *     *

Trusting their business decision, Judge Fitzgerald allows the
Debtors to consummate the sale of the Tacoma Plant to the Port
of Tacoma free and clear of liens, claims, encumbrances and
other interests.  The Court overruled ATOFINA's objection.

The Debtors are also authorized to pay prepetition tax
obligations to Pierce County from the sale proceeds or from
their general operating funds.  The Court directs the Debtors to
apply the net proceeds of the sale in accordance with the DIP
Financing Order.

                          *     *     *

As part of their restructuring strategy, Kaiser Aluminum
Corporation and its debtor-affiliates is selling their reduction
facility in Tacoma, Washington free and clear of liens, claims
and encumbrances to the Port of Tacoma.

The Debtors believe that the Tacoma Plant's reduction technology
and plant scale are no longer competitive and that it will cost
at least $10,000,000 to restart the plant.  Hence, the Debtors
decided to cease operations at the Tacoma Plant for good.  The
Tacoma Plant also does not fit with the Debtors' long-term
operating plans.

The salient terms of the Sale Agreement include:

A. Property Interests To Be Sold

    The assets to be sold include the real property, buildings
    and improvements, and equipment and licenses related to the
    Tacoma Plant.  Certain fixtures, equipment, vehicles, metals,
    intellectual property rights and intangible property, water
    rights and certain other items, however, are specifically
    excluded from the transaction.

B. Purchase Price -- $12,145,500

    The purchase price will be paid in cash at the Closing of the
    transaction.  Except for the Port's obligations under the
    Indemnification Agreement, the Debtors will remain liable for
    all liabilities arising before the Closing.

C. Funds Held In Escrow

    The Port will pay another $4,037,167 into escrow to fund
    certain remediation work and environmental testing.  Pursuant
    to an escrow agreement between the parties, the escrowed
    funds will either be paid out to fund this particular work or
    disbursed to the Debtors as part of the Purchase Price.

D. Deposit -- $500,000

    The Port will place the deposit in escrow.  The Deposit will
    be applied to the Purchase Price at the Closing.

E. Proration Of Taxes

    Real and personal property taxes relating to the Tacoma Plant
    will be prorated between the Debtors and the Port.  The
    Debtors will be responsible for those taxes incurred before
    the Closing.

F. "As-Is" Condition

    The Port will take the Tacoma Plant on an "as is, where is"
    basis "with all faults."

G. Remedies

    -- If the Port fails to consummate the Sale Agreement --
       except where the Debtors' default or termination of the
       Sale Agreement excuses the Port's performance -- the
       Debtors may, as their sole and exclusive remedy, elect to
       either:

          (i) sue for specific performance; or

         (ii) terminate the Sale Agreement and receive or retain
              the Deposit as liquidated damages.

    -- If the Debtors fail to consummate the Agreement, where the
       failure is based on their willful and intentional default
       -- except due to the Port's default or the Debtors'
       termination of the Sale Agreement -- the Port will, as its
       sole and exclusive remedy, elect either to:

          (i) sue for specific performance; or

         (ii) terminate the Sale Agreement and seek damages from
              the Debtors not to exceed $500,000.

H. Environmental Indemnity

    The parties will enter into an Indemnification, Remediation
    and Release Agreement, pursuant to which the Port will
    indemnify the Debtors from any and all claims that arise from
    any suspected Environmental Contamination, including costs
    for clean-up and remediation. (Kaiser Bankruptcy News, Issue
    No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KEMPER PROPERTY: S&P Puts BB+ Counterparty Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' counterparty
credit and financial strength ratings on the members of the
Kemper Insurance Cos. Intercompany Pool on CreditWatch with
negative implications because Kemper will be significantly
challenged to meet Standard & Poor's expectations in terms of
earnings, capital adequacy, and future interest payments on the
surplus notes.

Standard & Poor's also said that it placed on CreditWatch
negative its surplus notes rating on Lumbermens Mutual Casualty
Co., and lowered it to 'CCC' from 'B+'.

"Standard & Poor's expects to resolve the CreditWatch status of
the ratings following its evaluation of year-end 2002 statements
and receipt of additional information," noted Standard & Poor's
credit analyst Frederic A. Sklow.


KENTUCKY ELECTRIC: Look for Schedules and Statements by March 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
gave Ketuck Electric Steel, Inc., and its debtor-affiliates an
extension 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 March 24, 2003 to file these documents.

Kentucky Electric Steel, Inc., manufactures special bar quality
alloy and carbon steel flats to precise customer specifications
for sale in a variety of niche markets. The Company filed for
chapter 11 protection on February 5, 2003 (Bankr. E.D. Ky. Case
No. 03-10078).  Jeffrey L. Zackerman, Esq., Kyle R. Grubbs,
Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$54,701,746 in total assets and $45,849,388 in total debts.


KEY3MEDIA: Section 341(a) Meeting Scheduled for March 14, 2003
--------------------------------------------------------------
The United States Trustee will convene a meeting of Key3Media
Group, Inc.'s creditors on March 14, 2003, 10:00 a.m., at the
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, at 844 N.
King Street in Wilmington, Delaware.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

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.


KULICKE & SOFFA: Hosting Mid-Quarter Conference Call on Tuesday
---------------------------------------------------------------
Kulicke & Soffa Industries Inc., (NASDAQ: KLIC) will hold its
regular mid-quarter conference call at 9:00 am (EST) on Tuesday,
February 25, 2003. Among the topics to be discussed will be the
Company's cost reduction efforts and narrowed product focus,
status of bookings, market share and industry trends during the
quarter.

The call will be hosted by C. Scott Kulicke, Chairman and Chief
Executive Officer. Also present will be Clifford G. Sprague,
Senior Vice President and Chief Financial Officer, Michael J.
Sheaffer, Director, Media and Shareholder Activities.

Analysts and investors are invited to participate by calling
416/695-5261 or by logging on to http://www.kns.com/investors/
about 15 minutes prior to the call. Only participants calling in
on the teleconference will have the ability to ask questions;
webcast participants will be in a listen-only mode.

A replay of the call will be available by approximately 12 noon
on February 25, 2003 through 6 pm on March 1 by dialing 416/695-
9731 or 888/509-0082 or by logging on to
http://www.kns.com/investors/

Kulicke & Soffa (Nasdaq: KLIC) is the world's leading supplier
of semiconductor assembly and test interconnect equipment,
materials and technology. We offer unique wire bonding
solutions, combining wafer dicing and wire bonding equipment
with bonding wire and capillaries. Flip chip solutions include
wafer bumping services and technology. Chip scale and wafer
level packaging solutions include Ultra CSP(R) technology. Test
interconnect solutions include standard and vertical probe
cards, ATE interface assemblies and ATE boards for wafer
testing, as well as test sockets and contactors for all types of
packages. Kulicke & Soffa's web site address is
http://www.kns.com


LASERSIGHT INC: Nasdaq Postpones Delisting Action
-------------------------------------------------
LaserSight Incorporated (Nasdaq: LASE) has received written
confirmation from the Nasdaq Listings Qualifications Hearings
office that the delisting of LaserSight Incorporated's common
stock previously scheduled for the opening of business on
Tuesday, February 18, 2003, has been canceled. Nasdaq further
indicated that it intends to contact the Company early this week
regarding the next step in its appeal of the proposed delisting.

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

                           *     *     *

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

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

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

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

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

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

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


LTV CORP: Reaches Settlement Agreement with Baker Environmental
---------------------------------------------------------------
Michael Baker Corporation's (Amex: BKR) Baker Environmental,
Inc., subsidiary has reached an out-of-court settlement with LTV
Steel Company related to litigation between LTV and BEI
involving a landfill for which BEI provided engineering
services. The agreement is subject to the approval of the
Bankruptcy Court overseeing the LTV bankruptcy proceedings.
Action on this matter by the Bankruptcy Court is expected by the
end of March 2003.

The settlement provides for the payment by BEI to LTV of $2.5
million. The landfill claim dates back to 1997, at which time
the company's professional liability insurance carrier was
Reliance Insurance Group. In October 2001, Reliance, which was
managing and funding activities related to the claim, was placed
into liquidation, and the company must pursue recovery of any
amount paid for settlement and defense costs through the
liquidation process. Baker switched its professional liability
coverage to another insurer on July 1, 2001.

The company initially considered its legal costs to defend the
claim as well as the uncertainty of the outcome at trial or
through possible settlement negotiations, and included the
impact of these costs in its revised guidance of January 21.
However, settlement negotiations began in earnest in early
February resulting in this settlement. Taking the cost of this
settlement into account, the company is now further revising its
earnings guidance for 2002 to be in the range of $1.11 to $1.15
per share.

Michael Baker Corporation -- http://www.mbakercorp.com--
provides engineering and energy expertise for public and private
sector clients worldwide. The firm's primary services include
engineering design for the transportation and civil
infrastructure markets, operation and maintenance of oil and gas
production facilities, architecture, environmental services, and
construction management for building and transportation
projects. Baker has more than 4,200 employees in over 30 offices
across the United States and internationally.

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


LTV CORP: Wants Court Approval to Implement Wind-Down Plan
----------------------------------------------------------
Debtor LTV Steel Company, Inc., begins with a lengthy defense of
its APP Process, emphasizing that LTV Steel and the other
Debtors "had no choice but to agree" to non-payment of accrued
administrative claims, or those related to a period before the
beginning of the APP Period because the original DIP Lenders
denied the Debtor any access whatsoever to any funds with which
to "effect a safe and orderly shutdown and liquidation of the
Integrated Steel Business."

Consequently, there has been a "de facto bifurcation" of the
pre-APP administrative claims, and the post-APP claims, or what
is now called the "winddown" period.  This has involved, and
will continue to involve, LTV Steel's payment of winddown
claims, while pre-APP claims have been held in abeyance.

In statements which will no doubt inflame unpaid creditors, the
Debtor admits this process is "painful", although there is no
indication who the Debtor believes is feeling the pain.  In the
Debtor's opinion, "the implementation of the APP has been
successful - in fact, significantly more so than was
anticipated" in December 2001.  LTV Steel's liquidation of its
working capital, together with the integrated steel sale, the
LTV Tubular sale, and other miscellaneous asset sales completed
by LTV Steel during the APP Period, has "maximized the value
of the LTV Steel estate.  The LTV Steel Asset Sales both
provided cash to LTV Steel's estate and resulted in the
assumption by third parties of hundreds of millions of dollars
in environmental and other liabilities."

As a result of these sales, on December 10, 2002, the original
DIP Lenders were paid in full, Heather Lennox, Esq., with Jones
Day of Cleveland reports.  In the aggregate, during the APP
Period, LTC Steel paid $406.2 million in principal amount,
including $50.5 million related to letters of credit that had
been drawn, under the original DIP Credit Agreement, and an
additional $14 million in interest costs and fees.  Further, in
order to complete the sale of the integrated steel business and
the other assets of LTV Steel's estate, as of December 31, 2002,
the LTV Steel estate had expended these administrative funds
among others:

         (1) $61 million in labor costs;

         (2) $122 million in healthcare costs for employees
             and retirees; and

         (3) $77 million in plant and environmental costs.

Despite what Ms. Lennox characterizes as these "great strides",
she says much remains to be done.  First, in the interest of
continuing fiscal prudence, LTV Steel has developed a financial
plan for its estate for the next several months (through June
2003), which it has shared with the Committees.  The Committees
will continue to monitor and oversee LTV Steel's financial
expenditures going forward.  Second, LTV Steel continues to
defend several appeals of this Court's orders allocating the net
proceeds of the integrated steel sale, "which order resulted in
the estate's receipt of approximately $47 million in
unencumbered funds."  Third, LTV Steel is in the process of
resolving the junior contribution lien issues as they affect the
distribution of the net proceeds from the LTV Tubular sale.
Fourth, LTV Steel continues to work to dispose of or otherwise
liquidate its remaining non-operating assets.  Further, after
months of meetings and the exchange of information, LTV Steel
and certain federal, state and local environmental agencies have
tentatively reached a settlement of these agencies' claims
against LTV Steel's estate, and are engaged in drafting the
documentation to memorialize the settlement, which documentation
will be presented to the Court for approval once the parties
have finally approved it.

               LTV Admits Administrative Insolvency

In addition, the other remaining large task is to evaluate and
reconcile, or otherwise resolve, the administrative claims filed
against LTV Steel's estate.  When it became apparent to LTV
Steel's management that there was a substantial likelihood that
the LTV Steel estate was going to be administratively insolvent,
it sought and obtained a bar ate for the nontrade claims so
that, when such claims were combined with the trade claims and
any intercompany claims, LTV Steel would have an accurate
picture as to the universe of its administrative claims.

                No Plan - But No Conversion Either

Because LTV Steel will not be able to pay the pre-APP claims in
full, it will not be able to confirm a plan of reorganization or
liquidation in its case.  Nonetheless, the Committees and LTV
Steel agree that conversion of these cases to chapter 7 "would
serve no useful purpose but, rather, would add an extra layer of
administrative costs and would necessitate a new chapter 7
trustee's encountering the extensive learning curve required to
understand the labyrinthine enterprise that was the Integrated
Steel Business."  Accordingly, rather than converting its case
to a chapter 7, LTV Steel has determined in its business
judgment that the most prudent course of action to resolve its
estate is to liquidate its remaining assets, reconcile and
resolve the administrative claims against its estate, including
the pre-APP claims, make pro rata distributions to holders of
allowed pre-APP claims, file a final report, and ultimately file
a motion to dismiss its case.

Therefore, by this Motion LTV seeks an order authorizing it to
implement the Winddown Plan by:

         (1) completing the sale activities while remaining a
             debtor and debtor-in-possession under chapter 11;

         (2) funding necessary winddown expenses, subject to
             Committee oversight, and distributing the
             remaining net proceeds of the sale activities
             and other revenue-generating activities to the
             holders of allowed intercompany claims, trade
             claims, and nontrade claims; and

         (3) ratifying and approving payment of the
             winddown claims in the ordinary course and
             granting superpriority status to such claims.

The Debtor urges that, for purposes of this motion, any past,
present and future winddown expenses will be deemed to be
"Winddown Claims."

               Future Sales or Disposition of Assets

The remaining assets include miscellaneous personal and real
property, including parcels of real property in Chicago, Lorain
Ohio, and northern New York, and certain royalty rights accruing
to real property in Hennepin Illinois.  Became there are
significant environmental liabilities associated with certain
other real property included in the remaining assets, LTV Steel
may seek to abandon or dedicate such property in connection with
the Winddown Plan or the Environmental Claims Settlement.

                Completion of Collection Efforts
              and Prosecution of Preference Actions

In addition to having liquidated its receivables its receivables
in the ordinary course during the APP Period, LTV Steel is
pursuing turnover actions for approximately $22 to $25 million
in accounts receivable owed to its estate.  These actions have
resulted in connections, thus far, through payment plans and
litigation settlements, of approximately $11 million.  In
connection with the Winddown Plan, LTV Steel intends to continue
prosecuting litigation relating to LTV Steel's accounts
receivable balance.

In addition, after  undertaking a thorough analysis of its
potential causes of action and after consultation with the
Committees, during the fourth quarter of 2002, LTV Steel sent
out letters to various vendors seeking the return of
preferential payments.  In furtherance of these cause of action,
LTV filed a motion seeking to establish parameters for the
continued pursuit and prosecution of any preference action that
it may have in favor of its estate, which motion has been
granted.

               Completion of Litigation and Appeals

In addition to the Preference Actions, LTV Steel has either
filed, or had filed against it, various lawsuits during the
course of this case, both in this Court and other venues.  In
addition, LTV Steel is currently defending, among others,
several appeals of the Allocation Order.  Under the Winddown
Plan, LTV Steel will continue to work to achieve an expeditious
and favorable resolution to the various lawsuits and appeals to
which it is a party.

             Resolution of Administrative Expense Claims
                         And Distributions

Perhaps the most significant component of the Winddown Plan ids
LTV Steel's review, reconciliation and resolution of both
intercompany claims and other administrative claims to determine
the extent and nature of the administrative claims that should
be allowed against its estate.  LTV Steel is currently in the
process of resolving disputes regarding the allowance of the
trade claims and concluding the Environmental Claim Settlement.
LTV Steel expects the reconciliation process for the Nontrade
Claims to begin early in 2003.  finally, LTV Steel and its
advisors have been working over the past several months to
complete the due diligence and analysis of the various claims
among the Debtors' estates.  LTV Steel has met on several
occasions with the Committees and the postpetition lenders for
the Copperweld Debtors to exchange information and discuss the
issues surrounding these intercompany transactions.  LTV Steel's
reconciliation and resolution of the administrative claims and
intercompany claims should enable it to obtain complete and
accurate information regarding the nature, validity and amount
of the administrative claims against its estate.

Once a significant majority of these claims are resolved, LTV
Steel expects to be able to begin distributions from its estate.
When this time arrives, LTV Steel will file a motion to
establish procedures for making interim and final distributions
after taking into consideration the amount of cash required for
the projected cost of paying all known and reasonably
anticipated expenses that LTV Steel will incur after the
dismissal of its chapter 11 case (such as taxes, corporate
dissolution fees, etc.).

                 Final Report & Dismissal of Case

Once the final distribution to holders of allowed administrative
claims in LTV Steel's case is done, LTV Steel intends to file a
final report with the Court and a motion to dismiss its
bankruptcy case.  Because of higher administrative costs and
because LTV Steel intends to complete any activity that would be
undertaken by a chapter 7 trustee in the Winddown Plan, neither
LTV Steel nor its creditor representatives believe that
conversion of this case is warranted or in the best interests of
creditors.

                         The Winddown Plan

The purpose of the Winddown Plan is to maximize the value of LTV
Steel's remaining assets and distribute thee net proceeds of
these assets to LTV Steel's administrative creditors in an
efficient manner. By implementing the Winddown Plan, LTV Steel
"will avoid the costs, confusion and almost certainly lengthy
delay that would attend a conversion of its estate to one under
chapter 7 of the Bankruptcy Code."  LTV Steel believes in its
business judgment that the ultimate amount available for
satisfaction of administrative claims will be maximized by the
implementation of the Winddown Plan.  As such, implementing the
Winddown Plan is in the best interests of LTV Steel's estate and
creditors.

                 The Responses and Objections Pour In

1)  Saul Eisen, the United States Trustee for Region 9

Daniel M. McDermott, Assistant US Trustee, speaks for Mr. Eisen
in saying that the motion should be denied to the extent it
requests allowance of a superpriority to expense incurred under
the Winddown Plan.  The Debtors rely on the equity power of the
Court in support of according this status; however, this accords
treatment of allowed administrative claims which differs from
the treatment mandated by the Bankruptcy Code.  The equity power
conferred by the Bankruptcy Code cannot be used to circumvent
the clear statutory provisions of the Code.

2)  Pittsburgh Annealing Box Company and
     Reference Metals Company, Inc.

George L. Cass, Esq., with Buchanan Ingersoll PC of Pittsburgh
says Reference filed an administrative claim for $314,000 for
goods sold to LTV Steel during November 2001.  In April 2002,
Box filed an administrative claim in the amount of $151,569 for
goods sold to LTV Steel, and services performed, during
September through November 2001. Without notice to Box, its
administrative claim amount was reduced to $138,765 by court
order.

In this Motion, the Debtors ask that Judge Bodoh "categorically
subordinate" the administrative claims of Reference, Box and
other administrative creditors to the claims of persons who
extended or will extend credit to LTV Steel during the Winddown
Period, a period defined only to mean "post-APP".  Post-APP is
not defined, but might be meant to refer to the period after
December 7, 2001, the date on which Judge Bodoh approved the
APP.

In effect, the Debtor asks Judge Bodoh to grant superpriority
status to claims incurred more than a year earlier.  The Code
does not permit that grant to claims which arose in the past,
since as a matter of logic, it is impossible for anyone to prove
that LTV Steel was unable to obtain unsecured credit which has
already been extended without entry of the Order which it now
seeks.  That unsecured credit has already been extended, without
any grant of a superpriority, and therefore no superpriority
status was required to induce the extension of the credit.

To the extent that LTV Steel is relying on the priority of
chapter 7 administrative expenses over chapter 11 administrative
expenses, that reliance is misplaced, as the statutory
prerequisite for such superpriority - conversion of the case -
has not occurred.  To the extent LTV Steel may be relying on
some so-called general equitable power, that reliance is also
misplaced.  No section of the Bankruptcy Code authorizes a
bankruptcy court to subordinate, on a retroactive basis, one set
of administrative claims to another.

3)  Midwest Service Center, Inc.
     Area Sheet Metal, Inc.

Michael K. Desmond, Esq., with Figliulo & Silverman PC of
Chicago, makes the same priority objection on behalf of Midwest
and ASM.  Mr. Desmond also points out that nothing in the APP
created a substantive right to superpriority status for post-APP
administrative claims, nor did anything in the original DIP
Order grant professionals or post-APP administrative creditors
that status.  The fact that the DIP Order provided the funding
mechanism for payment of fees to professionals and post-APP
administrative creditors does not grant them any greater
status than pre-APP administrative creditors.

Midwest holds an allowed, pre-APP administrative claim in the
amount of $497,830.97, and ASM holds an allowed, pre-APP
administrative claim in the amount of $164,598.15.  It is
clearly the intent of Congress that all creditors of the same
class should be treated equally.  The only exception to this
rule is when the case is converted from chapter 11 to chapter 7,
which is not applicable here.

                 Disgorgement of Professional Fees

LTV Steel as debtor-in-possession stands in the shoes of a trust
and as such, has a duty to administer the assets of this estate
in the best interests of creditors.  In the event that LTV Steel
is administratively insolvent, LTV Steel has a duty to seek
disgorgement of fees from professional and other administrative
creditors who have received more than their pro rata share of
the estate.  If LTV Steel and its counsel are not capable of
bringing these actions, then they should step aside and convert
this case to a chapter 7 where an independent trustee can be
appointed who can seek disgorgement of payments to professionals
- which is clearly in the best interest of the administrative
creditors of this estate.

Finally, LTV Steel gives the administrative creditors absolutely
no information with respect to the value of the remaining assets
of the estate, the universe of administrative claims both paid
and unpaid, or the proposed distribution to administrative
claimants from the estate. It is virtually impossible to
determine from the information provided by LTV Steel whether the
proposed Winddown Plan is in the best interests of creditors.
As it stands, the Plan violates the priority distribution scheme
of the Bankruptcy Code and cannot be approved.

4)  Treasurer of Lake County, Indiana
     City of Each Chicago, Indiana

Ben T. Caughey, Esq., at Ice Miller of Indianapolis, on behalf
of the County and City, joins the chorus of objectors.  Mr.
Caughey says the City and County together are entitled to
payment of an administrative expense of $23.7 million.  Mr.
Caughey makes the same objection to bifurcation of
administrative claims and award of superpriority status, saying
that LTV Steel effectively seeks to dilute the claims held by
existing administrative claimants.

Mr. Caughey urges conversion as a solution to this attempt to
create two classes of administrative claims, an says that in
order to evaluate the Debtor's proposal, it is necessary to
ascertain the number and amount of administrative claims, the
type and amount of all administrative claims paid to date, the
specific services to be provided by remaining employees and the
various professionals employed by the Debtor, the anticipated
benefit of all administrative activities upon the estate, and
the anticipated distribution to existing administrative
claimants, the type and amount of expenses the Debtor intends to
incur, and whether any of the future priority administrative
claimants are subject to a pending or considered avoidance
action.

Further, in Mr. Caughey's view, the Debtor has yet to establish
that the actual benefits realized by the estate through the
Winddown Plan will be greater than through the appointment of a
chapter 7 trustee. All the work the Debtor says remains to be
done can be done by a chapter 7 trustee.  Such a trustee would
be expected to bring a fresh analysis regarding the most
expeditious and beneficial steps for completion of
administration of this case.

                         Sub Rosa Plan

The Debtor's Winddown Motion contains all of the elements of a
sub rosa plan as it establishes the framework for the remainder
of the case, the treatment, priority and resolution of claims
against the estate, and the resolution of the case.  But the
Debtor is also seeking substantial alteration of the priorities
set by the Bankruptcy Code - and blanket authority to administer
the remaining assets of the estate.

                  Mooting the Appellate Process

In the event that this Motion is granted, and the Debtor makes
meaningful distributions of the funds obtained by the estate
through the allocation of the proceeds of the Integrated Steel
Sale, Lake County and the City of East Chicago, as well as the
various other parties challenging the Allocation Order, would be
materially prejudiced.  The Winddown Motion also impacts
directly the options available to the Court in the event the
allocation of the proceeds of that sale is reversed or altered
by the District Court.  In the event that the Allocation Order
is modified on appeal, distributions made would likely need to
be disgorged.  Further, distributions made at this time may
enable the Debtors to argue that the distributions render all
pending challenges to the Allocation Order moot.

5)  National Union Fire Insurance Company of Pittsburgh PA

Andrew J. Dorman, Esq., at Janik & Dorman LLP of Cleveland keeps
it short.  National Union is owed a postpetition administrative
claim in an amount estimated to be $5,889,138.  The Motion
characterizes administrative claims as either pre- or post-APP,
and treats Winddown Claims more favorably than pre-APP Claims.
This disparate treatment is contrary to the Bankruptcy Code.
While it appears from the Motion that National Union's claim
would be bifurcated, National Union cannot determine the extent
and effect of this bifurcation upon its claim.

The Motion is "an unlawful attempt to force certain
administrative creditors to bear expenses that Congress
relegated to secured creditors."  The Motion is an "unnecessary
intrusion into a well-considered statutory scheme."

6)  Central Rent-A-Crane

Brian A. Schroeder, Esq., at Cassiday Schade & Gloor in Chicago,
says Central Rent-A-Crane is owed $122,854.14, of which LTV
Steel has admitted the validity of $81,982.07.  The need for
this motion is the result of LTV Steel simply spending more than
it had, a fact of which LTV Steel should have been aware and
taken care to avoid.  LTV Steel essentially spent itself out of
the ability to pay Central's administrative claim, and countless
others, and now asks the Court to absolve it of this error.
Central did nothing wrong, and had no control over LTV Steel's
affairs, but Central is the victim of LTV Steel's self-created
lack of funds.  This is patently unfair.  Mr. Foster reminds
Judge Bodoh that bankruptcy law is created to "assist the honest
but unfortunate debtor, while ensuring fairness to that debtor's
creditors."

7)  National Roll Company
     Vertical Seal Company

David W. Lampl, Esq., with Leech Tishman Fuscaldo & Lampl LLC in
Pittsburgh, on behalf of Akers National Roll and Vertical Seal,
divisions of Akers National Roll Company, says it is owed
$114,330 by LTV Steel.  Mr. Lampl raises the same objection
echoed by all of the objectors - the Bankruptcy Code does not
permit the differentiated treatment of administrative claims
described in the Motion.  However Mr. Lampl notes that the
Motion has a further disparity - there is no bifurcation as is
proposed for administrative claimants where professional fees
are concerned.  Thus, LTV Steel would create three sub-priority
categories within administrative expenses:  (i) pre-APP Claims,
(ii) post-APP Claims, and (iii) professional fees.  Can't be
done.

8)  General Electric Capital Business Asset Funding Corporation

GECBAF holds allowed administrative claims in the amounts of
$442,187.40 and $188,634.38, and strenuously objects.  Daniel R.
Swetnam at Schottenstein Zox & Dunn Co. LPA, in Columbus says
that first the Motion contains insufficient information to allow
an informed decision.  Mr. Swetnam cites as an example of
missing information that there is no statement of the
approximate amount of pre-APP Claims, nor the amount of assets
available to pay those claims.  The Debtor makes no attempt to
estimate what may be paid on the pre-APP Claims, and without
such basic information, a creditor cannot make an informed
choice.  Perhaps conversion to chapter 7 is more appropriate -
at least that would allow for equitable treatment of all chapter
11 expenses.

Further, based on the language of the Motion, one of GECBAF's
claims would be considered a winddown claim and paid in full.
If the Motion is granted, to the extent any different treatment
is proposed, GECBAF objects.

9)  Bank One Trust Company

Calling the relief requested in the Motion "extraordinary and
novel", Victoria E. Powers, Esq., with Schottenstein Zox & Dunn
makes the same arguments made on behalf of GECBAF, but says that
there isn't enough factual information in the Winddown Motion to
permit the Collateral Trustee to determine whether their claims
would be adversely impacted. If the claim is to be paid in full,
the Collateral Trustee limits its objection to a request that
any order granting any of the relief in the Winddown Motion
include an ordinal making clear that allowed administrative
claims will be bifurcated and allowed in appropriate part as
superpriority winddown period claims to the extent that such
claims are based on fees or other amounts incurred during the
winddown period.  If anything else, the Bank joins all of the
other objectors.

10)  Praxair, Inc.

Thomas A. Connop, Esq., at the Dallas office of Locke Liddell &
Sapp LLP says the Winddown Motion should be denied for three
reasons. First, the Administrative Claimants have had
insufficient notice of the Motion and may not effectively
protect their rights.  Second, retroactive superpriority status
for certain administrative claims violates both the substantive
and procedural requirements of the Bankruptcy Code and due
process.  Finally, the Debtor's proposed de facto conversion
violates the express provisions of the Bankruptcy Code.  The
equity power of the Court cannot be invoked to permit LTV
Steel to conduct a "chapter 18" case.  While the net result of
the Debtor's motion may be the same as conversion, that net
result does not justify violating the express terms of the
Bankruptcy Code.

11)  Official Committee of Noteholders

The Official Committee supports the Motion, saying that LTV
Steel "has admirably proven its ability to liquidate its assets
to maximize creditor recoveries without the need for the
conversion of LTV Steel's case" to chapter 7 and appointment of
a chapter 7 trustee.  James McLean, Esq. at Manion McDonough &
Lucas PC in Pittsburgh urges Judge Bodoh to trust LTV Steel.
Mr. McLean argues that management, rather than a chapter 7
trustee, is in the best position to maximize creditor recoveries
and wind down LTV Steel's estate, particularly in the matter
of intercompany claims.

The Committee recognizes that, under the Winddown Plan, post-APP
administrative claimants would be paid in full, while pre-APP
administrative claimants would be paid on a pro rata basis after
resolution of the intercompany claims possessing superpriority
status. The Committee contends that this result is "the  most
economical and equitable under the circumstances."  If the post-
APP claimants are not paid in full, LTV Steel may not be able to
receive necessary goods and services required by the winddown.

Before the Motion was filed, the Committee was provided a budget
by LTV Steel for the duration of the Winddown Plan, currently
expected to terminate in June 2003.  Mr. McLean says the
"Committee is comfortable with LTV Steel's budget, including
projected costs attributable to post-APP administrative claims,
and will be afforded an opportunity to monitor LTV Steel's
spending for the duration of the Winddown Plan."

To Mr. McLean, the benefits are clear: maximization of creditor
recoveries as expeditiously as possible while ensuring the
continued provision of goods and services necessary to complete
LTV Steel's winddown.  By resolving intercompany claims, VP
Buildings and the Copperweld Debtors may confirm plans of
liquidation and reorganization, and LTV Steel's pre-APP
administrative claimants could be paid on a pro rata basis after
that.

Conversion of LTV Steel's case to a chapter 7 proceeding would
throw a wrench in the winddown process, forestalling and
minimizing creditor recoveries.  The Winddown Plan avoids the
costly administrative pitfalls of chapter 7 and offers the best
option for bringing all of the Debtors' cases to closure as soon
as practicable.

12) JWP/Hyre Electric Company of Indiana, Inc.

Joseph Lucci, Esq., at Nadler Nadler & Burdman in Youngstown,
Kenneth D. Reed, Esq., at Abrahamson  Reed in Hammond, Indiana,
and Stephen M. Maish, Esq., at Maish & Mysliwy in Hammond, all
join to voice JWP/Hyre strong objections to this Motion.  The
second class of administrative creditors include those creditors
who, "in good faith and in reliance on the representations of
the Debtor, counsel for the Debtor, and Judge Bodoh in his
December 2000 order in which he directed that administrative
claims would be paid in the ordinary course of business."  This
is in effect a "shadow chapter 7 bankruptcy" and is an attempt
by the Debtor to circumvent the protection given administrative
creditors in a chapter 7 case.  This is not authorized, and
should not be permitted.  Equitable authority in the Code does
not authorize Judge Bodoh "to ignore the clear mandates of
Congress in the Bankruptcy Code."

Mr. Lucci voices his believe that the LTV Steel winddown process
"is an attempt by the Debtor and Debtor's counsel to avoid the
direct supervision of the bankruptcy court and the United States
Trustee and maintain control of a chapter 11 proceeding that
became administratively insolvent through their own actions in
soliciting contracts for capital improvements on real estate
that LTV Steel had reason to believe, based on the alleged
existence of environmental claims, would not yield a sales price
sufficient to satisfy those administrative claimants who made
the postpetition capital improvements.

13)  Didier-M&P Engineering, Inc.
      Calumet Distribution Group, Inc.

John A. Gleason, Esq., at the Columbus firm of Benesch
Friedlander Coplan & Aronoff LLP says simply that winddown
claims are not entitled to superpriority status for reasons to
be stated during a hearing on the Motion.

14) C&K Industrial Services, Inc.
     Cosmos Industrial Services, Inc.

The Debtor's admission that LTV Steel is going to be
administratively insolvent shocks Robert W. McIntyre, Esq., at
the Cleveland firm of McIntyre Kahn & Kruse Co. LPA, in light of
the Debtor's representation during the APP hearings to the
effect that these estates were not administratively insolvent.
It is apparent to Mr. McIntyre that this chapter 11 proceeding
was initiated and continued for "the sole purpose of preserving
and thereafter liquidating the Debtor's assets for the benefit
of the original DIP Lenders and the plethora of professionals
engaged by the Debtor, all of whom serve to benefit should the
Motion be granted to the detriment of unsecured creditors and
holders of pre-APP Claims."

While the Debtor suggests that the original DIP Order shielded
the original DIP Lenders from any surcharge against collateral,
since that shield was premises on facts and circumstances known
at that time only by the Debtor, its principals and the original
DIP Lenders, and since it is now evidence that the estate's
administrative insolvency was known to the Debtor, its
principals, and the original DIP Lenders long ago, the Debtor
should now seek to surcharge that collateral in order to ensure
that there are sufficient funds to satisfy all pre-APP Claims
and the Winddown Claims as well.

15)  UMWA Combined Benefit Fund

It is not clear to Joyce Goldstein, Esq., at Goldstein &
O'Connor in Cleveland, Marilyn L. Baker, Esq. at Mooney Green
Baker & Saindon in Washington, or David W. Allen at the UMWA
Health & Retirement Funds office in Washington, from the text of
the Winddown Motion whether combined Fund premiums incurred by
the Debtors during the Winddown Period would be accorded
superpriority status.  Because, unlike ordinary administrative
expenses incurred before the Winddown Period by trade creditors,
Combined Fund premiums will continue to accrue during the
Winddown Period, they should be paid as Winddown Claims.  To the
extent that the Winddown Motion does not provide that, it is not
supported by the case law cited by the Debtor.

The Combined Fund is entitled to chapter 7 administrative
priority for as long as LTV Steel remained "in business" as
defined by the Coal Act, and that applies with equal force here.
Combined Fund premiums that accrued during the APP Period have
not bee paid.  The Debtors claim that the DIP Lenders refused to
permit the financing to be used for that purpose, but because
these DIP Lenders have now been paid in full, this basis for
failing to pay current premiums as they become due no longer
exists.

16)  GATX Capital Corporation
      NJ Petterson, Inc.
      National City Leasing Corporation

GATX holds an administrative expense claim against LTV Steel in
an amount not less than $594,902.76, arising from amounts due
and unpaid under an equipment lease for four 300-ton capacity
hot metal cars and two 435-ton hot metal ladle transfer cars.
Drew T. Parobek, Esq., at Vorys Sater Seymour & Pease LLP in
Cleveland say that LTV Steel seeks to liquidate what is left
without conforming to the procedural and substantive protections
of the Bankruptcy Code.  Mr. Parobek raises the same objection
as everyone else to the non-statutory conferring of
superpriority status on some administrative claims over others.
Mr. Parobek points out the same factual deficiencies in the
Motion as well, and joins in asking its denial.

Mr. Parobek points out the irony - and unfairness - of the
Motion. Hundreds of creditors holding millions of dollars of
claims incurred in sustaining LTV Steel as an operating business
are being stiffed in favor of claimants employed to terminate
and liquidate the business. The stated bases for this -
liquidation of the Debtor and the promotion of public safety -
have been satisfied through asset sales and attendant assumption
of environmental liabilities.  What now remains to be done is
the clean-up inherent in all failed chapter 11 cases, presumably
to be undertaken by the Debtor's professionals.  This does not
justify rewriting the Bankruptcy Code to favor one class of
administrative claimants over another.  This conclusion is
especially true when the favored class was best positioned to
foretell the financial problems that now exist. (LTV Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


LUMENON INNOVATIVE: Creditors' Meeting Scheduled for March 21
-------------------------------------------------------------
The United States Trustee has scheduled a meeting of Lumenon
Innovative Lightwave Technology, Inc.'s creditors on March 21,
2003, 10:00 a.m., at the J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, at 844 N. King Street in Wilmington, Delaware.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Lumenon Innovative Lightwave Technology, Inc.'s principal
business activity is designed to develop and build integrated
optic devices in the form of compact hybrid glass circuits on
silicon chips for equipment provided in the telecommunication,
data communications and cable television markets.  The Company
filed for chapter 11 protection on February 9, 2003 (Bankr. Del.
Case No. 03-10395).  Laurie A. Krepto, Esq., at Greenberg
Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $171,205,303 in total assets and $7,050,000
in total debts.


METROMEDIA FIBER: Obtains Exclusivity Extension Until May 16
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Metromedia Fiber Network, Inc., and its debtor-
affiliates obtained an extension of their exclusive periods.
The Court gives the Debtors, until May 16, 2003, the exclusive
right to file their plan of reorganization and until July 16,
2003 to solicit acceptances of that Plan.

The Debtors say they have made good faith progress toward
reorganization.  Among other things, the Debtors relate that
they have engaged in countless tasks since the First Exclusivity
Extension, including:

   (a) Preparing motions for the rejection and assumption of
       unexpired leases;

   (b) Preparing motions for the rejection and assumption of
       executory contracts;

   (c) Negotiating the sale of certain assets of the estates;

   (d) Negotiating and implementing cash collateral orders;

   (e) Preparing a motion to adopt employee plans of retention,
       success payment and severance;

   (f) Prosecuting and defending several contested proceedings
       which have either been settled or are continuing;

   (g) Preparing and presenting business plans to creditor
       constituencies;

   (h) Preparing and filing monthly operating reports

   (i) Obtaining and implementing the bar date order;

   (j) Meeting on several occasions with the Committee and the
       Pre-Petition Senior Secured Lenders for the purpose of
       discussing the status of the bankruptcy proceeding; and

   (k) Negotiating with the Committee and the Pre-Petition Senior
       Secured Lenders for the purpose of formulating a
       consensual plan of reorganization.

Additionally, the Debtors have recently filed 16 adversary
proceedings against various taxing authorities under section 505
of the Bankruptcy Code seeking to reduce massive personal
property tax claims against the Debtors.  Resolution of these
section 505 adversary proceedings is crucial to a successful
plan of reorganization.

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 2009 (MFNX09USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX09USR1
for real-time bond pricing.


MICRON TECH: Implementing a Series of Cost Reduction Initiatives
----------------------------------------------------------------
Micron Technology, Inc., (NYSE:MU) announced a series of cost-
reduction initiatives to further capitalize on the Company's
aggressive migration to .11 micron manufacturing process
technology. The initiatives include increasing the Company's
focus on products utilizing its latest generation process
technology and lowering costs and expenses.

To meet corporate goals intended to strengthen the Company,
reduce costs, and position the Company for growth and
profitability the following actions are planned:

- Increasing focus on products strategically aligned to utilize
   Micron's leading-edge process technology.

- Prioritizing Micron's product portfolio to better emphasize
   those products with the greatest market opportunity.

- Aligning Micron's cost structure with current market
   conditions.

- Reducing worldwide workforce levels by approximately 10%.

In commenting on the Company's cost reduction measures, Micron's
Chief Executive Officer and President, Steve Appleton, said, "We
remain committed to the long-term growth opportunities for our
Company and our industry. These actions will lower our cost
structure, allow us to better focus our product portfolio, and
continue to invest in new technology."


NACIO SYSTEMS: eSynch Completes Share Exchange for Nacio Assets
---------------------------------------------------------------
eSynch Corp.'s (OTC BB: ESYN) Board of Directors has authorized
the completion of the exchange of shares for the controlling
interest in Nacio Systems, Inc., assets, which will cause Nacio
to become a wholly owned subsidiary of eSynch. Nacio's assets
are approximately $11.2 million (with equity of approximately
$8.3 million), although this figure is unaudited. eSynch issued
a total of 30 million common shares, not including the shares to
be issued to the unsecured creditors and in exchange for the
secured creditors deficiency claims.

Nacio will focus on its mission to be the provider of choice for
outsourced IT solutions. According to InformationWeek, over
thirty percent of companies surveyed reported they will increase
their spending with outsourcing companies in the next year.
Nacio's strengths in its core infrastructure and customer
support allow businesses to turn over their managed hosting,
security, storage, and other IT services to Nacio, letting them
focus on their core competencies as they reduce the costs and
risks associated with IT management.

Tom Hemingway, eSynch's CEO and Chairman, says, "With this phase
of the bankruptcy process behind us, we can turn more of our
attention to building Nacio's core business of providing premier
outsourced IT solutions to the SME business market. We have
embarked on an aggressive program to build our sales
organization to allow us to take advantage of the assets we just
acquired. Our efforts to fill the capacity of the Nacio
infrastructure will quickly increase revenues and add the bottom
line growth our shareholders are expecting."

eSynch -- http://www.esynch.com-- founded in 1994, is a
development company that designs and distributes solutions for
the delivery of digital content. Nacio Systems, Inc --
http://www.nacio.com-- is one of the early leaders in the
managed hosting and managed services market, providing full-
service, high performance, commercial-grade Internet
connectivity and wide area networks solutions for businesses
that rely on the Internet for daily operations. This includes
managed server hosting, collocation, and a full range of managed
services.


NASH-FINCH: Fitch Hatchets Secured Credit Facility Rating to B+
---------------------------------------------------------------
Fitch Ratings has downgraded Nash-Finch's secured bank credit
facility to 'B+' from 'BB' and its subordinated notes to 'B-'
from 'B+' due to general weakness in the company's operating
environment and in particular competitive pressures on its
independent and company owned retail stores. The company's
ratings remain on Rating Watch Negative where they were placed
on November 11, 2002. Approximately $380 million of debt is
affected.

The ratings were initially placed on Rating Watch Negative
following the company's announcement that it was under an
informal inquiry by the SEC for practices related to Count-
Recount (an industry practice related to vendor allowances) and
was postponing the release of its third quarter earnings. Since
that time, the company has not filed third quarter financial
statements and the SEC has changed its inquiry to formal from
informal.  The company is planning to meet with the SEC's Office
of the Chief Accountant in order for the company's accounting of
its Count-Recount practices to be confirmed. Once the Office of
the Chief Accountant makes a ruling, Nash Finch will likely be
able to file financial statements.

Further, on February 13, 2003, Nash Finch was notified by the
Trustee for the $165 million 8.5% senior subordinated notes due
2008 that a technical default had occurred under the Indenture
as a result of the company's failure to file certain financial
statements with the SEC. There is currently a 30 day grace
period whereby the company must file its 10Q or an event of
default would take place.

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

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

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

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

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

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

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

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

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

Fitch says that Nash-Finch will remain on Rating Watch Negative
while it is in technical default with its bondholders of its
8.5% senior subordinated notes due 2008. Of note, no interest
payments have been missed. In the event financial statements are
not available within the 30 day time frame, the company will
likely need to receive consents/waivers from its bank group and
bondholders. In the event the company is not successful, further
rating action may be necessary.


NATIONAL ENERGY: Maillie Falconiero Airs Going Concern Doubt
------------------------------------------------------------
National Energy Services Company, Inc., was incorporated on
February 17, 1998 in Nevada as Coastal  Enterprises, Inc. to
engage in an internet related business. The Company and National
Energy Services  Company, Inc., an unaffiliated New Jersey
corporation formed in late 1995 ("NESNJ"), entered into an
Agreement and Plan of Share Exchange, dated October 19, 2001,
under which the shareholders of NESNJ on October 19, 2001 were
issued 10,000,000 shares of common stock of NES, par value
$0.001 in exchange for one hundred percent (100%) of the issued
and outstanding shares of NESNJ.  Prior to the exchange, the
authorized capital stock of NES consisted of 20,000,000 shares
of common stock, par value $0.001 and 1,000,000 shares of
preferred stock, par value $0.001, of which no shares were
outstanding.  All outstanding shares were  fully paid and non
assessable, free of liens, encumbrances, options, restrictions
and legal or equitable rights of others not a party to the Share
Exchange.  The Share Exchange called for the resignation of the
original officers and directors, who no longer have any
continued involvement in the Company, and the appointing of a
new board and officers.  The new Board of Directors consisted of
John A. Grillo, as sole  officer and director. As of the
Exchange Date, NESNJ became a wholly-owned subsidiary of the
Company.  For  accounting purposes, the transaction was treated
as a reverse acquisition, with the Company as the acquiring
entity.

With the acquisition of the Company's wholly owned subsidiary,
NESNJ, the Company changed its business plan to NESNJ's business
plan of marketing aggregated energy management services to the
long term care industry.  NESNJ was formed in late 1995 by John
Grillo, the Company's current Chairman and President.  Mr.
Grillo  capitalized on his experience as an electrical
contractor to develop a comprehensive energy management program
for long term care facilities which was paid directly from
savings generated by energy system  improvements.  The program
features an upgrade to lighting fixtures, improved heating,
venting and air conditioning equipment, OLSS, all of which serve
to strengthen their current profitability,  maintain
contractually competitive power during deregulation uncertainty,
and fund these renovations  through the monthly energy savings
with no out-of-pocket costs to the facility.

During the course of the fiscal year ended October 31 2002, the
Company expanded its sales and  administrative organization in
anticipation of increased sales volume.  By enlarging the staff
last year additional administrative costs were incurred such as
salaries and related fringe benefits, along with higher travel
expenses as the sales force presented its services and benefits
to the nursing home industry throughout the country.

During the previous completed fiscal year the Company incurred
additional programming costs as it revised its software programs
to better capture relevant information to promote internal
efficiencies and have the ability to give its customers salient
information for analytical and comparison purposes regarding
energy costs.

At October 31, 2002 and 2001 the Company had cash and cash
equivalents of $20,978 and $3,710.

The Company's working capital is presently minimal and there can
be no assurance that the Company's financial condition will
improve.  The Company is expected to continue to have minimal
working capital or a working capital deficit as a result of
current liabilities.

The Company must complete the job, pay for all costs incurred,
and obtain a completion certificate before submitting an invoice
for reimbursement to the two main fund sources before it is able
to collect its  revenue.  These steps represent approximately a
30 day delay before receipt of the funds.

At the present time, the Company has minimal liquidity and
working capital is severely strained as the Company has fully
utilized its credit lines.  There can not be any assurance that
the Company's financial  condition will improve significantly
unless the Company successfully completes more jobs consistently
on a monthly basis, which will enable the Company to generate
additional cash flow, thereby reducing currently liabilities.

Due to the additional costs, the recent losses, ($633,897 in
fiscal year ended October 31, 2002) and accumulated deficit
$992,804 increased.  As a consequence the Auditors Report of
Maillie, Falconiero & Company, LLP, dated December 16, 2002,
stated that the Companies' significant operating losses raise
substantial doubt about their ability to continue as a going
concern.


NATIONAL STEEL: Selling Robinson Steel Interest for $3 Million
--------------------------------------------------------------
National Steel Corporation, its debtor-affiliates, and Robinson
Steel Co., Inc. own National Robinson LLC, a Delaware limited
liability company, equally on a 50-50 basis.  The parties formed
National Robinson on February 2, 1998 for the purpose of
constructing and operating specialty flat-rolled cold steel
processing line.  Robinson Steel acts as the manager of National
Robinson and has been responsible for the performance of all
operational maintenance and repairs of the National Robinson
processing facilities, the supply of all goods and materials
required to operate, the production of all products manufactured
by National Robinson and the delivery of these products to
customers.  In addition, Robinson Steel has provided all
management advisory services to National Robinson, and all
accounting, invoicing, bookkeeping, tax, financial, personnel
and related services.  The Debtors' duties have been limited to
providing marketing and sales support services relating to the
sale of National Robinson's products, including the
establishment of the products' sale price.

The Debtors supply National Robinson's rolled steel requirements
pursuant to the parties' supply agreement dated February 2,
1998. The Debtors also agreed to make quarterly payments to
National Robinson in the event that National Robinson's
aggregate gross margin on all products sold during the calendar
quarter was less than $62 per ton.  Unfortunately, the quarterly
payment provision has resulted in continuing losses for the
Debtors prompting them to sell their 50% membership interest in
National Robinson.

Thus, the Debtors seek the Court's authority to sell the
membership interest to Robinson Steel free and clear of any
lien, claim or encumbrance.  The Debtors inform the Court that
they have entered into a purchase agreement in which Robinson
Steel will pay $3,472,059 for the membership interest.

Under the Purchase Agreement, Robinson Steel has agreed that all
of the Debtors' obligations under the Supply Agreement will be
deemed terminated as of December 31, 2002, relieving the Debtors
of the obligation to make future gross margin deficiency
payments.  Similarly, the parties would terminate a support
services agreement and all of the Debtors' rights and interests
under a license agreement and an operation, maintenance and
services agreement that the parties entered into on February 2,
1998.

Robinson Steel will also cause National Robinson to pay all
amounts due and owing to the Debtors under the Supply Agreement.
The Purchase Agreement further provides that the $8,719,886 due
to the Debtors will be reduced by any amounts the Debtors owe,
including the $454,457 due to the Debtors under the Supply
Agreement and the Operation, Maintenance and Services Agreement.

Mark P. Naughton, Esq., at Piper Rudnick, in Chicago, Illinois,
asserts that the proposed purchase price is reasonable under
these circumstances.  Since the Debtors are not permitted to
transfer its membership interest unless approved by Robinson
Steel, then the Debtors' only alternative, if without consent,
is to liquidate National Robinson.  However, the liquidation of
National Robinson will generate substantially fewer net proceeds
to the Debtors' estate than Robinson Steel's offer.  The Debtors
estimate that the recovery in liquidating National Robinson will
not be more than $1,000,000.

By terminating their obligations under the Supply Agreement, the
Debtors will save the estate $2,200,000 in the first calendar
quarter of 2003 alone.  Given the current economic environment,
the Debtors will likely save significant amounts in the future.
The Debtors would also benefit by getting National Robinson back
on standard payment terms for the amounts related to the
inventory already supplied and any future inventory supplied on
open account. (National Steel Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


NATIONSRENT INC: Wants Fourth Lease Decision Period Extension
-------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates currently have 186
unexpired non-residential real property leases that have not yet
been assumed, assumed and assigned, or rejected.  The Debtors
have not completed their review and evaluation of all the Leases
to determine how each will factor into the implementation of
their business plan and their restructuring efforts as a whole.
The remaining Leases primarily relate to the Debtors'
administrative office space and storage lots and facilities.

The Debtors anticipate that it will take some time before they
complete the review.  The Debtors must carefully scrutinize the
importance of the Leases to their businesses.  The Debtors need
to determine whether the rent for a particular Lease is above or
below market for that area.  Next, they must determine whether
the store operated at a location is profitable, and if it is not
profitable, whether closing the store and making the location
available to a competitor will harm the business of their stores
in the area that remain operating.  Finally, the Debtors must
assess whether they have the capacity to house and manage the
fleet currently housed at the location to be closed at other
locations so that they can not only make that equipment
available to customers, but also position the equipment so it
actually generates revenue.

In addition, the Debtors' efforts to renegotiate and
recharacterize the equipment leases as financing agreements are
continuing in earnest.  The Debtors, either on their own or
together with Boston Rental Partners LLC, have reached
settlement agreements with a number of equipment lessors
regarding the possible purchase of the lessors' rental equipment
on a secured basis, with monthly or quarterly payments that are
less than the amounts that the Debtors were paying to the
lessors under the existing agreements.

While the Debtors have made significant progress in their
equipment agreement negotiations and the recharacterization
efforts, much remains to be done.  Accordingly, the Debtors ask
the Court to further extend the deadline to decide whether to
assume or assign the remaining leases through and including the
confirmation date of a reorganization plan.  So far, the Debtors
have filed motions to reject 41 Leases for those locations where
they no longer operate.  The Debtors will continue to reject
Leases as they pull themselves in a position to make an informed
decision with respect to the Leases.

Although they expect that a new management team will be in place
at or shortly after the Plan Effective Date, the Debtors tell
the Court that the holders of a majority of the claims under the
Debtors' prepetition credit facility, who will designate this
new management team, have been working with the Debtors' current
management team to address the Debtors' post-effective date
capital needs in connection with the implementation of a new
business plan.  Therefore, the Majority Bank Debt Holders and
their designated management team also will require time to
evaluate the Leases and their relation to the Debtors'
reorganized business to effectively develop this new business
plan.

Pending their decision on the disposition of the Leases, the
Debtors assure the Court that they will continue to perform all
obligations arising under the Leases from and after the Petition
Date in a timely fashion, including payment of postpetition rent
due.  This way, any extension will not prejudice the affected
lessors.

The landlords to the remaining leases include: 2700 Properties,
Inc; Lloyd Wells Gift Trust Dated November 24, 1987; Wells-CECO,
L.P.; Lloyd Wells, as Trustee of the Lloyd Henry Wells Family
Trust Dated August 19, 1980; Wells Sherman, L.P., as to a 99%
Interest and Janet Williams, Trustee of the Janet Williams Gift
Trust Dated March 3, 1997, Trust A as to the Remainder; Broland,
Inc.; Cypress/NR I, L.P., Cypress/NR Lakeworth I, L.P. and
Cypress/NR Lewisville I L.P.; FLT Investments, Inc. and Family
Venture Inc. of Orlando; Triple V Properties, Inc.; VAC
Enterprises, Inc.; W.G. Loomer, Jr. and Daisy G. Loomer; and
James L. Ziegler, R. Nancy Ziegler, Samco Enterprises, LLC,
Garzarelli Investment Company LLC, JR Equipment Inc., John P.
Greene and Diana L. Greene, as Trustees for the Greene Family
Trust Dated March 21, 1991, Charleigh Davis and Steve Koehler;
TS Realty Corporation, Lets Leasing Inc., Elliott Prigozen and
Lynn Prigozen, the Joanne B. Greenbaum 1983 Trust and Carol
Greenbaum; and E.0. Hat Real Estate, L.P.

These landlords have objected to the Debtors' first Extension
Motion filed on February 15, 2002.  Since that time, the Debtors
have assumed two of three leases with the Cypress entities and
rejected the third.  The Debtors have rejected two leases with
Lloyd Wells as well as their leases with the Loomers and VAC
Enterprises.  The Debtors may also reject the lease with Broland
on 60 days written notice.

Judge Walsh will convene a hearing to consider the Debtors'
request on April 3, 2003 at 1:30 p.m.  Objections are due by
March 27, 2003.  In accordance with Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the U.S.
Bankruptcy Court for the District of the Delaware, the current
Lease Decision deadline is automatically extended until the
conclusion of that hearing. (NationsRent Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVIGATOR GAS: Brings-In Kasowitz Benson as Bankruptcy Attorneys
----------------------------------------------------------------
Navigator Gas Transport PLC and its debtor-affiliates want
approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain Kasowitz, Benson,
Torres & Friedman LLP as their bankruptcy counsel.

The professional services that Kasowitz Benson will render to
the Debtors include:

      (a) rendering assistance and advice, and representing the
          Debtors with respect to the administration of these
          cases and oversight of the Debtors' affairs, including
          all issues arising from or impacting the Debtors or
          these Chapter 11 cases;

      (b) taking all necessary action to protect and preserve the
          Debtors' estate during the administration of their
          Chapter 11 cases, including the prosecuting actions by
          the Debtors, defending of actions commenced against the
          Debtors, negotiating, and objecting, where necessary,
          to claims filed against the estate;

      (c) assisting the Debtors in maximizing the value of the
          their assets for the benefit of all creditors,
          including in connection with seeking a potential sale
          of the Debtors' assets;

      (d) pursuing confirmation of a plan of reorganization and
          approval of an associated disclosure statement;

      (e) preparing on behalf of the Debtors necessary
          applications, motions, answers, orders, reports and
          other legal papers;

      (f) appearing in Court and representing the interests of
          the Debtors; and

      (g) performing all other legal services for the Debtors
          which are appropriate, necessary and proper in this
          Chapter 11 proceeding.

The attorneys presently designated to represent the Debtors and
their current hourly billing rates are:

           Adam L. Shiff           $525 per hour
           Daniel N. Zinman        $380 per hour
           Lisa G. Laukitis        $285 per hour
           Jessica L. Basil        $285 per hour

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company filed for
chapter 11 protection on January 27, 2003 (Bankr. S.D.N.Y. Case
No. 03-10471).  When the Company filed for protection from its
creditors, it listed $197,243,082 in assets and $384,314,744 in
liabilities.


NORTEL NETWORKS: Wins $15-Million Contract with China Netcom
------------------------------------------------------------
China Netcom, one of China's leading telecommunications
operators, has awarded Nortel Networks (NYSE:NT)(TSX:NT) a
contract -- estimated to be worth approximately US$15 million --
to deploy a national multiservice backbone network.

This new network is expected to cover more than 110 major cities
all around China, and to position China Netcom to provide
Internet Protocol virtual private networks and other data
services for government and enterprise customers. It is expected
to be in operation by March 2003.

China Netcom plans to deploy several multiservice switching
solutions from Nortel Networks Passport multiservice portfolio.
Nortel Networks Passport 15000 and Passport 7000 Multiservice
Switches and Passport VPN Extender Cards will position China
Netcom to drive increased revenues, while fully leveraging
existing infrastructure and extending current frame relay and
ATM services.

"The national backbone is expected to play a key role for China
Netcom to exploit data markets by providing abundant, high-
quality and differentiated services to better satisfy customer
demands," said Leng Rongquan, vice president, China Netcom. "The
contract marks a new beginning for China Netcom and Nortel
Networks to further expand our cooperation."

"China Netcom's selection further reinforces our networking
strengths and our leadership in building high-performance
multiservice networks in China," said Robert Mao, president and
chief executive officer, Nortel Networks China. "The new network
will not only provide better quality of service for frame relay,
ATM and IP VPN services for enterprise customers, but also lay a
foundation for future third generation (3G) wireless data and
next generation network (NGN) services."

Nortel Networks Passport portfolio consists of Passport 7000,
Passport 15000, and Passport 20000 Multiservice Switches
supporting ATM, frame relay, IP VPN and voice services over ATM
and MPLS networks. The reliable and scalable Passport
architecture -- along with Nortel Networks Preside integrated
network, service and policy management software -- makes Nortel
Networks Passport IP VPN solutions suitable for multiservice
providers that need a central office-based platform for
delivering IP VPN services. Deployed globally in more than 30
service provider networks, Nortel Networks Passport IP VPN
services support security, scalability, reliability and control
with an architecture that offers a flexible, cost-effective way
of creating multiple, segregated IP VPNs in a shared
environment.

Nortel Networks Passport 15000 Multiservice Switch is a high-
capacity, carrier-grade switch that supports IP VPN, ATM, frame
relay, MPLS, circuit emulation and voice services. Passport
15000 provides a versatile, reliable and scalable solution to
meet the challenges of today's network service providers,
enabling them to 'grow as they go' in terms of network expansion
and deployment of new features.

The Passport 7000 Multiservice Switch is a high-density switch
that gives service providers a robust platform for network
convergence without compromising quality of service. Nortel
Networks Passport 7000 provides a reliable and versatile
solution to reduce network costs and complexity while supporting
high-value, revenue-generating services.

Nortel Networks two VPN Extender Card modules allow service
providers to significantly and cost-effectively scale their IP-
VPN service and simplify the engineering of multiple Layer 2 and
Layer 3 services over a private backbone network without the
capital expense of separate and distinct physical routers. The
first VPN Extender Card enables Passport 20000 and Passport
15000 Multiservice Switches to support up to 600 virtual routers
(VRs) or Virtual Routing and Forwarding tables (VRFs) via
dedicated processing and memory. The second card, designed for
the Passport 7000 Multiservice Switch, can support up to 250
VRs/VRFs.

Nortel Networks is the global market share leader in
multiservice switching and has been for seven successive
quarters ended year-end 2002, according to Synergy Research
Group. With more than 40,000 systems deployed in over 1,500
customer networks globally, the Passport family of multiservice
switches has proven field experience in delivering in-service
reliability.

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

Nortel Networks' 7.40% bonds due 2006 (NT06CAR2) are trading at
about 86 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


NTELOS: Initiates Financial Restructuring Talks with Noteholders
----------------------------------------------------------------
NTELOS (Nasdaq: NTLO) f/k/a CFW Communications Company is in
active discussions with its debtholders concerning a
comprehensive financial restructuring plan.

NTELOS' Sept. 30, 2002 balance sheet shows $1.1 billion in
assets and $765 million in liabilities.  In the quarter ending
Sept. 30, 2002, NTLOS reported $18 million in EBITDA and posted
a $16 million net loss.

                 Bond Interest Payments Suspended

In connection with these discussions, the Company will not make
the semi-annual interest payments of $18.2 million and $6.4
million due February 18, 2003 on its 13% senior and 13.5%
subordinated notes, respectively. Under the terms of the
indentures governing these notes, NTELOS has a 30-day interest
payment grace period before an event of default occurs.

                     UBS Warburg is Advising

James Quarforth, Chief Executive Officer of NTELOS, said, "Last
fall we had announced that we had engaged UBS Warburg as our
financial advisor to address our capital structure.  We believe
that we are making meaningful progress in discussions with our
debtholders, including a steering committee of our secured bank
lenders and holders of a substantial percentage of our
outstanding notes, in developing a comprehensive financial
restructuring plan."

Mr. Quarforth continued, "Our focus continues to be on providing
all of our customers with the highest quality service and this
focus is unaffected by these capital structure issues. In this
regard, we are pleased to report customer results for the fourth
quarter 2002 with wireless PCS customers ending the year at
266,467 and local wireline (ILEC and CLEC combined) at 95,829,
reflecting net additions in the fourth quarter of 15,446 and
2,353, respectively."

                     No More Revolving Credit

On November 29, 2002, the Company entered into a fourth
amendment and first waiver to its $325,000,000 Credit Agreement
dated July 26, 2000, provided -- according to information
obtained from http://www.LoanDataSouce.com-- by a consortium of
lenders for which:

     * Morgan Stanley Senior Funding, Inc., serves as the
       Administrative Agent,
     * First Union National Bank is the Syndication Agent,
     * SunTrust Bank is the Documentation Agent,
     * Morgan Stanley & Co., Incorporated serves as
       Collateral Agent, and
     * Bank of America, N.A. and Branch Banking and Trust Company
       serve as Managing Agents.

Monica Holland, Esq., at Shearman & Sterling, provides legal
counsel to the Lenders.

The waiver provided that the Company would not be required to
make certain representations and warranties in connection with a
borrowing request, including a representation that the present
fair salable value of the Company's assets is not less than the
amount that would be required to pay the Company's debts as they
become absolute and mature.  That waiver expired on February 1,
2003, and the company has no further access to the $100 million
revolving credit line that facility provided.  The Company is
now required to comply with all provisions of the credit
agreement for borrowings to be available and, under current
market conditions, there can be no assurance that the Company
would be able to make the representations and warranties.

                       This Can't Continue

The Company does not have sufficient funds to make the interest
payments on the notes without borrowing under its credit
agreement.  However, during this interest payment grace period,
it does have sufficient cash reserves as well as cash flow from
operations to maintain normal business operations, including
making scheduled payments to suppliers.

For more information regarding the Company's recent results of
operations and liquidity and capital resources, please refer to
the Company's Form 10-Q for the quarter ended September 30, 2002
and the Company's Form 8-K dated November 29, 2002, on file with
the SEC.

NTELOS Inc., (Nasdaq: NTLO) is an integrated communications
provider with headquarters in Waynesboro, Virginia. NTELOS
provides products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance
telephone services.

Welsh, Carson, Anderson & Stowe, a New York investment firm with
$12 billion in private capital, is a leading shareholder of
NTELOS.  WCAS has the right to elect two directors to the
Company's Board of Directors as majority holder of the Company's
series B preferred stock. WCAS also has the right to elect a
director to each committee of the Board of Directors under the
shareholders agreement with WCAS.

Detailed information about NTELOS is available online at
http://www.ntelos.com


OBSIDIAN ENTERPRISES: Dec. 31 Balance Sheet Upside-Down by $690K
----------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBSD), a
Delaware corporation, reported consolidated net revenues
totaling $57,274,000 for the year ended October 31, 2002. Pro
Forma EBITDA was $4,926,700 and a Pro Forma net loss of
$1,160,300 for the year ended October 31, 2002. The net loss,
calculated in accordance with generally accepted accounting
principles per the most recently filed 10K, was $6,330,000 or
$0.05 per basic and diluted common and common equivalent share.

Obsidian posted consolidated net revenues totaling $14,972,000
for the fourth quarter ended October 31, 2002, Pro Forma EBITDA
of $1,006,000, and a Pro Forma net loss of $672,000. The net
loss for the quarter calculated in accordance with generally
accepted account principles was $1,924,000 or $0.02 per basic
and diluted share.

Obsidian owns five operating entities, which include Pyramid
Coach, Inc., a leading provider of corporate and celebrity
entertainer coaches based in Nashville, Tennessee; Obsidian
Leasing, Inc., who own coaches operated by Pyramid; United
Expressline, Inc., manufacturer of steel-framed cargo, racing,
ATV and specialty trailers based in Bristol, Indiana and White
Pigeon, Michigan; US Rubber Reclaiming, Inc., a Vicksburg
Mississippi based butyl rubber reclaiming operation supplying
several Fortune 500 tire companies, including Goodyear, Michelin
and Bridgestone, and Danzer Industries, Inc., a Hagerstown,
Maryland-based manufacturer of truck bodies and cargo trailers.

On January 30, 2003, the Company sold its interest in Champion
Trailer, Inc., which had been accounted for as a discontinued
operation, to an entity owned by Timothy S. Durham and Terry
Whitesell, the Company's Chairman and President, respectively.
The divestiture had a positive net equity effect on the balance
sheet of Obsidian. This and other debt restructuring completed
during the last year has reduced the Company's debt and
increased its net worth. These series of transactions are
described more fully in the Company's Form 10-K for the year
ended October 31, 2002 and included the following:

      1. On March 7, 2002, US Rubber refinanced and converted
certain debt and obligations totaling $2,600,000 in exchange for
30,000 shares of Series C Convertible Preferred Stock which are
convertible into an aggregate of 600,000 shares of Common Stock
of Obsidian and $1,400,000 in cash.

      2. On March 20, 2002, DC Investments, LLC, an entity
controlled by the Company's Chairman, acquired all outstanding
debt due to the senior lender of Champion in the amount of
$602,000 in a non recourse assignment. Under the terms of the
Company's agreement with DC Investments, this amount has been
reclassified as a long-term liability.

      3. On April 30, 2002, Obsidian converted $1,885,535 of debt
to equity for 589,230 shares of Series C Convertible Preferred
Stock which are convertible into an aggregate of 11,784,600
shares of Common Stock.

      4. On August 28, 2002, the Company completed refinancing of
the Line of Credit facility and a term loan at United. The
amount of maximum borrowings on the Line of Credit facility was
increased and the maturity date extended to February 1, 2004. In
addition, the maturity date of the term note was extended to
July 1, 2004 and monthly principal payments were reduced by
approximately 50%.

      5. During the months of September through December, 2002,
Obsidian Leasing completed the refinancing of approximately 80%
of coach related debt reducing the interest rate and lengthening
the amortization of the principal.

      6. On October 24, 2002, the Company refinanced the
outstanding bank debt at US Rubber with a new lender at terms
more favorable than the previous lender.

      7. On October 24, 2002, the Company converted $1,275,000 of
debt to Obsidian Capital Partners in exchange for 72,899 shares
of Series D Convertible Preferred Stock which are convertible
into an aggregate of 12,757,325 shares of Common Stock.

      8. On October 24, 2002, the Company converted $270,000 of
debt to Fair Holdings in exchange for 15,431 shares of Series D
Convertible Preferred Stock which are convertible into an
aggregate of 2,700,425 shares of Common Stock.

      9. On January 27, 2003, Obsidian settled its dispute with
Markpoint Capital Partners and extinguished the Champion debt of
$1,250,000 plus accrued interest for $675,000 in cash and 32,143
shares of Series D Convertible Preferred Stock with certain
repurchase obligations, which converts to 5,625,025 shares of
Common Stock of Obsidian.

     10. On January 2, 2003, the Company obtained an increase in
its available line of credit with Fair Holdings, Inc., to
$5,000,000 from $3,000,000.

     11. During January 2003, United and US Rubber obtained
modifications to provide less stringent requirements on certain
financial covenants with their respective lenders.

     12. On January 31, 2003, Obsidian divested Champion Trailer,
Inc., to Timothy S. Durham, Chairman & CEO of Obsidian and Terry
Whitesell, President & COO of Obsidian.

These transactions described above have significantly
strengthened the Company and its balance sheet. The net worth
increase of these transactions were mitigated by the additional
$2,720,000 goodwill charge taken in 2002.

Although financial results, year over year, were consistent at
US Rubber and Pyramid Coach, Danzer Industries experienced a
significant decline in revenues due to the further capital
expenditure tightening in the overall telecom industry.
Management believes this downturn will continue in 2003, but
such declines in revenue will be positively offset by the
introduction of cargo trailers in the Danzer facility. Further,
although United sales were up, year over year, it saw increased
pressure because of increased sales discounts on its gross
margins and increased professional fees related substantially to
the merger and public reporting requirements.

Timothy S. Durham stated, "2002 was a tough year for Obsidian,
especially at Danzer, however, by redirecting excess cargo
trailer production to Hagerstown, we are confident Danzer's
results and Obsidian's should improve in 2003. We are
anticipating a return to our historic levels of operational cash
flow."

At December 31, 2002, Obsidian Enterprises' balance sheet shows
a total shareholders' equity deficit of about $689,000.


OWENS CORNING: Court OKs Stipulation Resolving Valspar's Claims
---------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court, overseeing Owens Corning's
bankruptcy proceedings, that prior to the Petition Date,
Exterior Systems routinely purchased product from The Valspar
Corporation.  As a result of these purchases, Exterior Systems
was entitled to receive certain rebates pursuant to Valspar's
rebate program.  Pursuant to the rebate program, Valspar owes
prepetition obligations to Exterior Systems amounting to
$422,818.

Valspar and Lilly Industries, Inc., which was acquired by
Valspar, filed these proofs of claims in the Debtors' bankruptcy
cases:

           Claim No.                  Claim Amount
        ---------------            ------------------
        6334 amended by 7117          $1,234,154
        6583                               4,743
        6768 amended by 12153          1,234,154
        7117                                   0
        12153                          1,072,154

The Debtors have reviewed the proof of claims and the parties
agree that, as a result of Exterior Systems' prepetition
purchases from Valspar, Exterior Systems owes prepetition
obligations to Valspar totaling $1,622,407 as of the Petition
Date.

Pursuant to Reclamation Order dated March 22, 2402, the Debtors
paid Lilly $126,705.60 on account of the portion of the
reclamation claim asserted by Lilly against the Debtors, which
was allowable as an administrative expense priority claim
pursuant to Sections 546(c) and 503(b) of the Bankruptcy Code.

Exterior Systems and Valspar have discussed the matter and have
agreed on the manner in which the Valspar Debt and the Exterior
Systems Debt should be offset.

In a Court-approved Stipulation, the parties agree that:

     A. The automatic stay provision of Section 362 of the
        Bankruptcy Code will be deemed modified to the extent
        required to permit Valspar to set off and reduce the
        Exterior Systems Debt by the amount of the Valspar Debt;

     B. Subsequent to the effectuation of the Setoff, and after
        taking into account the Reclamation Payment, Exterior
        Systems will owe a remaining prepetition obligation to
        Valspar amounting to $1,072,883.40;

     C. Valspar will to have an allowed general unsecured non-
        priority claim against Exterior Systems for
        $1,072,883.40;

     D. On or before January 23, 2003, Valspar will:

        -- file an amendment to Claim No. 12153, to reflect that
           Valspar has a general unsecured non-priority claim
           against Exterior Systems for $1,072,883.40, and file
           an amendment to Claim No. 6768 to reflect that it has
           a claim against the Debtors amounting to $0; and

        -- file an amendment to Claim No. 6583 to reflect that
           Lilly has a claim against Exterior Systems amounting
           to $0; and

     E. The Stipulation resolves all outstanding prepetition
        claims between Exterior Systems and Valspar with respect
        to the Exterior Systems Debt, the Valspar Debt, Claim
        Nos. 6334, 6583, 6768, 7117, 12153, the Valspar Amended
        Proofs of Claim, and the Lilly Amended Proof of Claim,
        provided, however, that:

        -- the Debtors will retain any and all claims against
           Valspar on account of, or arising under, any
           warranties provided in connection with product
           purchased by the Debtors from Valspar; and

        -- nothing contained in the Stipulation will affect or
           limit the Debtors' rights, if any, under Sections
           502(d), 544, 547, 548, 549 and 550 of the Bankruptcy
           Code. (Owens Corning Bankruptcy News, Issue No. 46;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)


PICCADILLY CAFETERIAS: Weak Performance Prompts S&P's B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Piccadilly Cafeterias Inc. to 'B-' from 'B' based on
the company's weak operating performance.

Baton Rouge, La.-based Piccadilly had $36.5 million of debt
outstanding at Dec. 31, 2002. The outlook is negative.

"The company's weak operating performance is the result of
prolonged poor sales trends in the cafeteria-style sector of the
restaurant industry," Standard & Poor's credit analyst Robert
Lichtenstein said. "In the first half of fiscal 2003 same-store
sales fell 3.9% while traffic decreased 6.6%. This followed a
4.0% decline in same-store sales and a 7.0% drop in traffic in
fiscal 2002."

"We believe management faces challenges in reversing negative
sales and traffic trends at its restaurants. Continued weakness
could further pressure liquidity and credit measures, resulting
in a further downgrade," Mr. Lichtenstein added.

The cafeteria sector has struggled to attract a younger segment
of the population. Piccadilly's sales have also been negatively
affected by a reduction in shopping mall traffic related to the
general economic downturn. About half of the company's stores
are located in shopping malls.

Operating margins fell to about 5% in the first half of fiscal
2003 from about 7% in the same period of fiscal 2002 due to a
decline in sales leverage. As a result, 48 of the company's 196
cafeterias are currently not profitable. Standard & Poor's is
concerned that continued weakness could pressure liquidity and
credit measures.


PLANVISTA CORP: NCR Pension Trust Discloses 6.04% Equity Stake
--------------------------------------------------------------
NCR Pension Trust is an employee benefit plan or endowment fund.
The Trust beneficially owns 964,000 shares of the common stock
of PlanVista Corporation which represents 6.04% of the
outstanding common stock of that Company.  The Trust holds
shared voting and dispositive powers over the 964,000 shares.

PlanVista (formerly HealthPlan Services) provides cost-
containment services to health care payers and providers,
including integrated network access, electronic claims
repricing, and claims and data management services.

At September 30, 2002, Planvista reported a total shareholders
equity deficit of about $14 million.


QWEST COMMS: Reports Strong Service Improvements for 2002
---------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) reported
strong and measurable service improvements for 2002. Since the
launch of the "Spirit of Service(TM)" campaign last year, Qwest
has improved the service experience based directly on customer
feedback. Tuesday's results show that Qwest customers are
getting better service than they have received previously and
that the more than $9 billion in network upgrades and new
technology investments made over the last three years are
delivering the expected improvements.

"We've made significant progress in delivering the Spirit of
Service to customers, but we're not finished yet," said Richard
C. Notebaert, Qwest's chairman and CEO. "Providing great service
to customers is not a line item in the business plan; it is how
we define success."

The company implemented more than a dozen initiatives in 2002 to
enhance the customer experience, and Qwest internal data shows
the number of residential customers who are satisfied with their
Qwest experience has risen 13 percent since October 2002.

Consumer and business highlights include:

      -- Extended Customer Service Hours -- Since November, more
than 300,000 residential customers have been able to do business
with Qwest in the evening or on Saturdays as a result of the
company's expanded service hours.

      -- Enhanced Web Customer Care -- Since its launch in
October, more than 21,000 small businesses and 550,000
residential customers have taken advantage of MyQwest.com , an
online ordering and customer service tool.

      -- Simplified Pricing -- Qwest began offering simplified
residential service packages across the region in January. Qwest
now offers the PreferredChoice(TM) and ValueChoice(TM) packages
that allow customers to select from a list of Qwest's most
popular features for discounted monthly rates.

      -- New Automated Voice Routing -- Qwest implemented a new,
simplified voice routing system for incoming calls, using a new
voice selected with the help of Qwest customers.

      -- Improved Business Services -- Qwest opened a new
customer care center to support small businesses with complex
service needs, and for larger businesses, Qwest has new toll-
free numbers for fewer call transfers and expedited service.
Launched in June 2002, Qwest Total Advantage has helped many
businesses simplify their agreements and reduce costs with
volume-based discounts.

Qwest's network investments have built one of the most robust
and reliable high-speed networks in the world. For the third
year in a row, Qwest's annual service performance showed
improvement.

          Installation and Maintenance Service Results

In the 14-state region where Qwest provides local service,
service data for 2002 showed the best results on record in key
areas for residential and small-business customers:

-- 99 percent of Qwest's nearly 19 million installation
    commitments were met on time -- the best results in seven
    years.

-- Nearly 96 percent of total repair commitments were met on
    time -- the best results in seven years.

-- Repeat repairs within 30 days decreased nearly 15 percent
    from the same time last year.

-- More than 89 percent of service outages in Qwest's territory
    were repaired in less than 24 hours -- the best results on
    record.

-- At the end of December, the number of customers who had been
    waiting more than 30 days for the installation of their first
    telephone line remained at some of the lowest levels on
    record.

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

Qwest Communications Intl's 7.50% bonds due 2008 (Q08USR3) are
trading at about 82 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


REGUS BUSINESS: Appoints Garden City as Court Claims Agent
----------------------------------------------------------
Regus Business Centre Corp., and its debtor-affiliates hired
Garden City Group, Inc., as the Official Claims and Noticing
Agent in their chapter 11 cases.

With the large number of creditors that the Debtors have
identified, the Debtors believe it is in the best interests of
their estates and their creditors to appoint Garden City as
agent for the Clerk of the Bankruptcy Court.

The Debtors estimate there are more than 1,000 creditors holding
claims against the Debtors' estates, many of which are expected
to file proofs of claim.  Furthermore, the Debtors believe that
there are well over 2,000 creditors, former employees, and other
parties-in-interest who require notice of various matters.

Accordingly, Garden City as the agent for the Clerk and as
custodian of official court records is expected to:

      -- maintain service lists, registration of claims,
         customized and ad hoc reporting and reporting claims by
         amounts and classification;

      -- assist in document management, imaging, storage and
         system support including: document scanning and claims
         association, storage of electronic and paper documents
         and support for remote web-based access;

      -- provide voting and tabulation, notice, printing, mailing
         services and telephone support including: personalized
         notice and responding to telephone calls from creditors
         and interest holders;

      -- provide other notices that will be required as these
         cases progress,

      -- tabulate acceptances and/or rejections to the Debtors'
         plan of reorganization, and

      -- provide such other administrative related services that
         may be requested by the Debtors.

Garden City's consulting and general project management hourly
fees are:

      Clerical                  $40 to $60 per hour
      Supervisor                $75 to $95 per hour
      Senior Supervisor/
        Bankruptcy Paralegal    $95 to $125 per hour
      Project Manager           $150 per hour
      Senior Project Manager    $175 per hour
      Quality Assurance         $175 per hour
      Senior VP Systems and
        Managing Director       $250 per hour

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

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


RELIANT RESOURCES: Lenders Extend Bridge Loan Maturity to Mar 28
----------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) said that its lenders have
agreed to extend the February 19, 2003, maturity date of its
$2.9 billion Orion bridge loan until March 28, 2003. The company
had previously reached an agreement in principle with its three
agent banks on the restructuring of $5.9 billion of debt,
including the $2.9 billion Orion bridge loan, and launched its
debt restructuring proposal to the broader group of participant
banks in January. The extension of the February 19, 2003,
maturity date will allow each of the banks additional time to
review the terms of the restructuring proposal and obtain their
internal approvals. The approval of 100 percent of the lenders
is required for the transaction to be completed.

"Since we launched our debt restructuring proposal, we have
received a favorable response from an overwhelming majority of
the participants," said Steve Letbetter, chairman and CEO. "We
view the extension of the February 19 maturity date as an
important step in securing approval of our bank debt
restructuring proposal." Reliant Resources, based in Houston,
Texas, provides electricity and energy services to wholesale and
retail customers in the U.S. and Europe, marketing those
services under the Reliant Energy brand name. It has
approximately 21,000 megawatts of power generation capacity in
operation, under construction or under contract in the U.S. The
company also has nearly 3,500 megawatts of power generation in
operation in Western Europe. At the retail level, Reliant
Resources provides a complete suite of energy products and
services to more than 1.6 million electricity customers in Texas
ranging from residences and small businesses to large
commercial, institutional and industrial customers. For more
information, visit its Web site at
http://www.reliantresources.com


SATCON TECHNOLOGY: Firms-Up $4 Million Financing Transaction
------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq: SATC) has finalized a
$4 million financing transaction. The purpose of the financing
is to provide working capital for its business and to meet
expectations of its senior lender. The transaction includes
approximately $3.2 million of equity financing and $800,000 of
secured convertible subordinated debentures. The equity portion
of the transaction will be funded by mid-week. The debt portion
of the transaction will be funded once a registration statement
filed with the Securities and Exchange Commission registering
all of the underlying equity securities in the financing is
declared effective, stockholder approval of the transaction is
obtained and certain other closing conditions are satisfied.
Please refer to the Company's 8-K filing, which it intends to
file shortly, for a complete description of the securities
issued in the Financing.

                          *   *   *

The Company says it needs an immediate infusion of capital to
sustain its operations and it is endeavoring to raise capital
through a debt and equity financing transaction. However there
can be no assurance that it will be able to raise the required
capital. It is currently in default under its Loan and Security
Agreement, dated September 13, 2002, with Silicon Valley Bank
due to its failure to obtain additional capital and to maintain
adjusted tangible net worth, as defined. The Company entered
into a forbearance agreement with the Bank on December 19, 2002
which was extended until January 25, 2003 at which time it
expired. If the Bank decides not to fund Satcon's operations,
which it has the right to do, or if Satcon is unable to raise
additional capital in the immediate near term, it will be forced
to furlough or permanently lay off a significant portion of its
work force which will have a material adverse impact on Satcon
including its financial position and the results from
operations. Under these circumstances, the Company may not be
able to continue its operations. Further, without additional
cash resources, it may not be able to keep all or significant
portions of its operations going for a sufficient period of time
to enable it to sell all or portions of its assets or operations
at their market values.


STILLWATER MINING: New Funds Necessary to Meet Liquidity Needs
--------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) announced its unaudited
results for the year ended December 31, 2002. For 2002, the
Company reported net income of $31.7 million on revenue of
$275.6 million, compared to net income of $65.8 million on
revenue of $277.4 million for 2001. During the year, the
Company's operations produced a total of 617,000 ounces of
palladium and platinum, which included 476,000 ounces of
palladium and 141,000 ounces platinum. PGM production increased
22% from 2001, but was 3.6% below the Company's September 4,
2002 revised forecast PGM production for 2002.

For the year ended December 31, 2002, the Company's combined
average realized price per ounce of palladium and platinum was
$454, 18% higher than the combined average market price per
ounce of $384, due to the impact of the Company's long-term
sales contracts and closed hedge positions. For 2002, the
Company's average realized sales prices per ounce were $436 for
palladium and $511 for platinum, compared to an average market
price per ounce of $338 and $539, respectively. The Company's
average realized sales prices per ounce for the year 2001 were
$570 for palladium and $498 for platinum, compared to the
average market price per ounce of $604 and $529, respectively.

The 617,000 ounces of palladium and platinum produced in 2002
compares to 504,000 ounces of palladium and platinum in 2001
(not including 22,000 ounces recovered from construction and
development activities from the East Boulder Mine in 2001). Cash
operating costs before royalties and taxes for 2002 were $255
per ounce, compared to $233 per ounce in 2001. Total cash costs
per ounce for the year 2002 were $287, compared to $264 during
the prior year. Total cash costs per ounce increased $23,
primarily as a result of the inclusion of the higher East
Boulder operating costs as the mine commenced commercial
production and ramped up production during the year.

For the fourth quarter of 2002, the Company reported a net loss
of $0.6 million on revenue of $58.6 million, compared to net
income of $4.9 million on revenue of $59.3 million for the
fourth quarter of 2001. The loss was principally the result of
higher costs at the East Boulder Mine, a production shortfall at
the Company's Stillwater Mine and lower PGM market prices.

For the fourth quarter of 2002, the Company's combined average
realized price per ounce of palladium and platinum was $440, 24%
higher than the combined average market price per ounce of $355,
as a result of the impact of the Company's long-term sales
contracts and closed hedge positions. During the fourth quarter
of 2002, the Company's average realized sales prices were $412
per ounce for palladium and $529 per ounce for platinum, and
average market prices during the same period were $285 and $587
per ounce, respectively. For the fourth quarter of 2001, the
Company's average realized prices for palladium and platinum
were $461 and $452 per ounce, respectively, compared with the
average market price of $350 and $439 per ounce, respectively,
during the same period.

During the fourth quarter of 2002, the Company produced 147,000
ounces of PGMs, which included 113,000 ounces of palladium and
34,000 ounces of platinum, compared to 134,000 ounces of
palladium and platinum during the same period in 2001 (not
including 13,000 ounces recovered from construction and
development activities from East Boulder in the fourth quarter
of 2001). Cash operating costs before royalties and taxes for
the fourth quarter of 2002 were $278 per ounce, compared to $257
per ounce in 2001. Total cash costs per ounce for the fourth
quarter of 2002 were $312, compared to $267 for the same period
in 2001. The increase in total cash costs of $45 per ounce is
due to an increase in operating costs of $21 per ounce,
primarily as a result of placing the East Boulder Mine into
commercial production in 2002 and a production decrease of
23,000 ounces at the Stillwater Mine. In addition royalties and
taxes increased $24 per ounce, also largely due to the
commencement of commercial production at East Boulder during
2002 and to an increase in the areas mined subject to royalties.

                           COMMENTARY

Announcing the Company's results, Stillwater Chairman and CEO,
Francis R. McAllister said, "During 2002 the Company had record
PGM production, put into commercial operation its East Boulder
Mine, maintained ore reserves and dramatically improved its
safety record. Nevertheless, these have been difficult times for
Stillwater. The Company has worked hard to try to offset adverse
business conditions of the past year, including a further
decline in the palladium price beyond that realized in 2001 and
operating disappointments at its Stillwater Mine. Although we
showed positive net income for 2002, our required capital
expenditures continued to erode our cash resources. At the
Stillwater Mine, the Company experienced industrial relation
issues affecting production in the third quarter 2002 requiring
the Company to negotiate an amendment to its Credit Facility.
During the fourth quarter, production was affected by several
issues arising from increased Mine Safety and Health
Administration enforcement activity. Primarily, the concerns
dealt with machinery noise levels, new interpretations of
standards and renewed emphasis on explosives driven by the U.S.
Department of Homeland Security. The correction of conditions
noted in these inspections significantly disrupted production as
mining equipment was taken out of service. As a result, the
Company's PGM production was 13% short of our target production
for the fourth quarter. The Company sought and received the
necessary waivers under its Credit Facility for the production
and development shortfalls realized in the fourth quarter of
2002. Based on our ongoing capital needs and interest and
principal payments required under our credit agreement, we are
focused on our ongoing financial liquidity."

McAllister continued, "Our plans going forward for 2003 and
beyond are driven by the three objectives, of which I have
spoken before: at the corporate level, improving our capital
structure; at the Stillwater Mine, changing from a production-
driven to cost-driven emphasis; and at the East Boulder Mine,
increasing the production profile to better realize the economic
cost benefits of its design capacity. The Norilsk Nickel
transaction announced by the Company in November 2002, once
completed will address our capital structure. The Stillwater
Mine, following an adjustment period in the first half of 2003,
is expected to produce at a mine rate of 2,250 tons of ore per
day, down 8% from the 2002 mining rate, and will focus on
production from the offshaft higher-grade area of the mine and
de-emphasize production from the Upper West area. The East
Boulder Mine is expected to increase production 25% from 2002
and be mining at a rate of 1,250 tons of ore per day during
2003. Additionally, the Company is considering increasing the
East Boulder production rate over the next three or four years
to 1,650 tons of ore per day."

Mr. McAllister further stated, "In 2003, the Company expects PGM
production to total approximately 615,000 ounces, 450,000 ounces
from the Stillwater Mine and 165,000 ounces from the East
Boulder Mine, at a total cash cost of $290 per ounce. The
Company's capital expenditures are expected to be approximately
$56 million for 2003. At this rate of production and with the
necessary operating adjustments, the Company will again require
amendments or waivers to its Credit Facility. The Company is
currently working with its lead banks to secure such amendments
or waivers and to obtain the waiver necessary to complete the
Norilsk Nickel transaction."

"Our mines and ore reserves are valuable assets. We continue to
believe that with added new equity resources and a modified
capital structure, the Company's future will be significantly
strengthened. For this reason, we strongly support the Norilsk
Nickel transaction as being in the best interest of the Company
and its stockholders and our discussions with our lenders are
aimed at preserving our ability to consummate the Norilsk Nickel
transaction." concluded Mr. McAllister.

                      NORILSK NICKEL TRANSACTION

During 2002, management continued to pursue strategic
alternatives and on November 20, 2002, the Company and MMC
Norilsk Nickel signed a definitive agreement whereby MMC Norilsk
Nickel, a Russian mining company, will acquire a 51% majority
ownership in Stillwater through the issuance of 45.5 million
newly issued shares of Stillwater common stock in exchange for
$100 million cash and approximately 876,000 ounces of palladium,
valued at $241 million based on the November 19, 2002, London PM
fix of $275 per ounce and valued at $225 million based on the
January 31, 2003 London PM fix price of $256 per ounce.
Additionally, after the closing of the transaction and subject
to certain conditions, Norilsk Nickel would commence a tender
offer to acquire additionally up to 4.3 million Stillwater
shares, 10% of the currently outstanding shares, from the public
at a cash price of $7.50 per share. If completed, the tender
offer would increase Norilsk Nickel's ownership in Stillwater to
approximately 56%.

Norilsk Nickel and Stillwater have established accounts with
J.P. Morgan Chase Bank in London, UK for the storage, evaluation
and transfer of the palladium consideration in connection with
the transaction. Norilsk Nickel has advised the Company that the
palladium consideration, comprised of approximately 876,000
ounces of palladium has been moved to and is currently being
held in London. An independent expert is in the process of
verifying the purity and weight of the palladium and the
palladium is there after expected to be deposited into Norilsk
Nickel's account with J.P. Morgan Chase, and will remain in such
account until closing, subject to certain conditions.

Within six months of the closing, Stillwater and Norilsk Nickel
expect to enter into a PGM agreement, whereby Stillwater will
purchase at least one million ounces of palladium annually from
Norilsk Nickel. Stillwater intends that the metal received from
Norilsk Nickel, as well as the metal purchased under the PGM
agreement, will be sold to customers, depending upon market
conditions and the ability to place the metal, pursuant to new
long-term contracts.

The Company presently expects to complete the transaction with
Norilsk Nickel by the end of the second quarter of 2003. The
transaction is subject to a number of conditions, including the
approval of Stillwater's shareholders, satisfactory amendments
or waivers under the Company's Credit Facility in connection
with the transaction, the completion of Hart-Scott- Rodino
antitrust review and other customary approvals. The Company
expects that the cash proceeds from the transaction will be
used, among other things, to reduce debt.

The Company announced on January 9, 2003, that it and Norilsk
Nickel received a request for additional information from the
U.S. Federal Trade Commission as part of its review of mergers
and acquisitions reported under the Hart-Scott-Rodino Antitrust
Improvements Act. Stillwater and Norilsk Nickel are in the
process of gathering information to respond to the request, and
intend to comply with the request as soon as practicable.

On January 17, 2003, the Company received notice from the
Committee for Foreign Investment in the United States, that no
further action would be taken with respect to the transaction
under the Section 721 of the Defense Production Act commonly
known as the Exon-Florio Amendment.

On December 23, 2002, the Company filed a preliminary proxy
statement with the Securities and Exchange Commission (SEC),
which was amended on January 31, 2003 at the request of the SEC
to include additional information on Norilsk Nickel. The amended
proxy statement is currently being reviewed by the Securities
and Exchange Commission. The Company is planning a special
meeting of its stockholders to consider the stock purchase
agreement with Norilsk Nickel and will announce the date, time
and place of the meeting in the definitive proxy statement.

                     RESULTS OF OPERATIONS

For the year 2002, revenues were $275.6 million, compared to
$277.4 million for 2001, as a result of a 21% increase in ounces
sold due to 22% higher production as a result of placing the
East Boulder Mine into commercial production in 2002, offset by
an 18% decrease in realized palladium and platinum prices.

For the year ended December 31, 2002, net cash provided by
operations was $52.1 million compared to $106.8 million for
2001. The decrease of $54.7 million was primarily a result of
decreased net income of $34.1 million, a decrease in non-cash
expenses of $16.5 million and payments on the restructuring
accrual of $3.1 million and a decrease in net operating assets
and liabilities of $0.9 million.

At December 31, 2002, cash and cash equivalents had increased by
$11.0 million to $25.9 million, compared with a decrease of $3.3
million to $14.9 million at December 31, 2001.

Capital expenditures primarily relating to mine development
activities for 2002 were $57.2 million a decrease of $140.0
million, compared to $197.2 million in 2001. The decrease is due
to a reduction of capital expenditures in accordance with the
Company's optimization plan put in place after the Company
suspended its expansion program in late 2001.

For the fourth quarter of 2002, revenues were $58.6 million,
compared to $59.3 million for the fourth quarter of 2001. The
decrease in revenues is primarily due to a 4% decrease in the
Company's realized price per ounce, offset somewhat by a 3%
increase in ounces sold.

Net cash provided by operations for the fourth quarter of 2002,
was $6.1 million, compared to $14.5 million for the same period
of 2001. The decrease of $8.4 million was primarily the result
of decreased net income of $5.5 million and a decrease in non-
cash expenses of $9.3 million, offset by an increase in net
operating assets and liabilities of $6.3 million.

At the beginning of the fourth quarter of 2002, the Company had
cash and cash equivalents of $42.2 million. During the quarter,
the cash and cash equivalents balances decreased by $16.3
million to $25.9 million, as a result of capital expenditures of
$17.6 million, $4.8 million used in financing activities, which
were offset by $6.1 million provided by operating activities.

           FINANCIAL LIQUIDITY AND CREDIT FACILITY UPDATE

The Company's liquidity is an ongoing concern of management.
Despite historically achieving positive net income, the Company
requires substantial funds for its necessary capital
expenditures and to make the interest and principal payments
under its Credit Facility. The Company's plans and operating
decisions are limited by the Company's available funds. The
Credit Facility consists of term loans and a revolving credit
facility (the Revolving Credit Facility).

The Company is implementing a long-range operating plan, which
focuses on reducing its operating and capital costs. Therefore,
the Company has lowered its PGM production target to 615,000
ounces for 2003. As a result it will not likely be in compliance
with its covenants under the Credit Facility at March 31, 2003.
Consequently, the Company may not be able to access additional
borrowings under the Revolving Credit Facility and is working
with its lead banks to obtain amendments or waivers of various
covenants under the Credit Facility and to obtain access to
additional borrowings under the Revolving Credit Facility.

At December 31, 2002, the Company's available cash was $25.9
million and it had $186.9 million outstanding under its Credit
Facility and $7.5 million outstanding as letters of credit under
the Revolving Credit Facility. During 2003, the Company will be
required to make $20.9 million in principal payments on the
outstanding borrowings under the Credit Facility and
approximately $17.3 million in interest payments. At the current
low palladium price and without access to additional capital or
borrowings under the Revolving Credit Facility, the Company does
not believe that its cash would be sufficient to maintain its
projected liquidity requirements through 2003.

In the last 12 months, the Company obtained amendments or
waivers of various covenants on three occasions. Based upon its
discussions with its lead banks, the Company believes that it
will be able to achieve acceptable covenant relief and access to
additional borrowings, although we cannot assure that we will
succeed in this endeavor. Specifically, the Company is seeking
access to the undrawn $17.5 million under the Revolving Credit
Facility. Based upon the Company's cash projections at the
current low price of palladium and taking into effect the sales
contracts, with the $17.5 million revolving credit the Company
should then have sufficient cash liquidity through the end of
2003, not taking into account unexpected or extraordinary
events.

In the event the Company is unable to secure satisfactory
covenant relief, under the terms of the credit agreement the
loan could be declared in default and would be immediately due
and payable. The Company's 2002 unaudited financial statements
reflect the Company's belief that it will be successful in
obtaining the necessary amendments or waivers of various
covenants under the Credit Facility. Working capital at December
31, 2002 was $46.7 million, compared to $22.3 million at
December 31, 2001. The ratio of current assets to current
liabilities was 1.7 at December 31, 2002, compared to 1.4 at
December 31, 2001.

                          ORE RESERVES

Based upon ore reserve definition drilling during 2002, the
Company replaced ore reserves mined during the year at both the
Stillwater and East Boulder operations. As of December 31, 2002,
the Company's total proven and probable ore reserves are 41.9
million tons at a grade of 0.60 ounce per ton, containing 25.3
million ounces of palladium and platinum at a 3.5:1 ratio.
During the year more than 433,000 feet of reserve definition
drilling was completed, 386,000 feet at the Stillwater Mine and
47,000 feet at the East Boulder Mine.

                        STILLWATER MINE

At the Stillwater Mine, palladium and platinum production
decreased 17% to 111,000 ounces in the fourth quarter of 2002,
compared to 134,000 ounces in the fourth quarter of 2001 as a
result of a 16% decrease in the combined mill head grade due to
mining more tonnage from the Upper West area of the mine and
having fewer high-grade stopes available in the quarter. In
addition, as previously announced, operations were adversely
effected by equipment not available for mining due to MSHA
inspections. The Company is addressing the issues and expects
production levels to stabilize in the first quarter of 2003.
Mine production averaged approximately 2,140 tons of ore per day
for the fourth quarter and 2,440 tons of ore per day for the
year 2002. Mill throughput totaled 244,000 tons for the quarter,
compared to 251,000 tons for the same period in 2001, while the
combined mill head grade decreased by 16% over the same period.
The decrease in mill head grade is primarily due to an increased
emphasis on the Upper West portion of the mine, which provides a
lower overall ore grade.

Cash costs before royalties and taxes for the fourth quarter of
2002 were $271 per ounce, compared to $257 per ounce in the
fourth quarter of 2001. Total cash costs per ounce for the
quarter increased $30 per ounce to $297 from $267 for the same
period in 2001. The increase in total cash costs per ounce is
attributed to a $14 per ounce increase in operating costs and a
$16 per ounce increase in royalties and taxes due to lower
production units, combined with an increase in areas mined
subject to royalties.

For the full year of 2002, the mine produced 492,000 ounces of
palladium and platinum compared to 504,000 ounces for 2001. The
lower production was the result of a 10% decrease in the average
combined mill head grade for the comparable period. Again, the
lower grade is the result of an increased emphasis in the lower-
grade Upper West area of the mine and lower average ore
thicknesses in the offshaft areas.

For 2002, cash costs before royalties and taxes were $235 per
ounce, compared to $233 per ounce in 2001. Total cash costs per
ounce for the year were $263 and were comparable to total cash
costs per ounce of $264 for the same period in 2001.

At the Stillwater Mine, as of December 31, 2002, proven and
probable ore reserves total 19.9 million tons at a grade of 0.68
ounce per ton, containing 13.6 million ounces of palladium and
platinum at a 3.4 to 1 ratio. Development during 2002 included
44,000 feet of development and 417,000 feet of total diamond
drilling completed during the year. As a result the contained
ounces in the Stillwater Mine's proven and probable ore reserve
increased 1% from year-end 2001.

For 2003, the Company expects the Stillwater Mine to produce
approximately 450,000 ounces of palladium and platinum from
mining ore at an average rate of 2,250 tons of ore per day.
During the first half of 2003, the ore grade is expected to
increase as the mine adjusts production areas and increases
production from the offshaft area and reduces production from
the Upper West area of the mine. Thus production will be lower
in the first half of the year and increase in the second half.
Total cash costs are expected to be $270 per ounce while capital
expenditures are expected to be $42 million.

                        EAST BOULDER MINE

During the fourth quarter of 2002, the East Boulder Mine
produced 36,000 ounces of palladium and platinum from mining at
an average of approximately 1,000 tons of ore per day bringing
PGM production to 125,000 ounces for the year. A total of
101,000 tons of ore was milled in the fourth quarter at an
average combined grade of 0.41 ounce per ton an 8% increase in
grade from the third quarter of 2002.

Cash operating costs before royalties and taxes in the fourth
quarter were $303 per ounce, a $45 decrease from $348 per ounce
in the third quarter of 2002. Cash costs per ounce still reflect
the fact that the East Boulder Mine continues to process both
ore and lower grade reef enhancement material.

Proven and probable ore reserves at East Boulder increased 2% to
a total of 22.0 million tons at a grade of 0.53 ounce per ton,
containing 11.7 million ounces of palladium and platinum at a
3.7 to 1 ratio at December 31, 2002. The proven and probable ore
reserve increase is due to the underground development and
diamond drilling activities during 2002 that increased proven
ore reserves and expanded the probable ore reserve area. The
proven ore reserves increased 22% to 648,000 tons at an average
grade of 0.48 ounce per ton containing 308,000 ounces of PGMs
from the prior year.

At East Boulder for 2003, the mine is expected to operate at a
rate of 1,250 ore tons per day, mine and mill approximately
460,000 tons and produce about 165,000 ounces of PGMs at an
expected cash cost before royalties and taxes of $300 per ounce.
Capital expenditures for 2003 are expected to be $13 million.

The Company is planning to ramp up the production rate at the
East Boulder Mine to 1,650 ore tons per day over a period of
time which, will require additional capital expenditures of
approximately $7.7 million. During the ramp up, the development
will increase the mine's ability to mine selectively to enhance
mill feed grade, increase proven ore reserves and fully develop
it to produce at a steady state of 1,650 ore tons per day.

                         METAL MARKETS

During the fourth quarter of 2002, palladium traded as high as
$322 per ounce and as low as $222 per ounce and the average
market price was $285 per ounce in the fourth quarter, while
platinum traded as high as $607 per ounce and as low as $557 per
ounce and the average market price was $587 per ounce.

The combined average market price per ounce of palladium and
platinum for the fourth quarter of 2002 was $355, compared to
$371 for the fourth quarter of 2001. For the year ended
December 31, 2002, the combined average market price for the two
metals was $384 per ounce compared to $586 per ounce for the
same period in 2001.

Stillwater Mining Company is the only U.S. producer of palladium
and platinum and is the largest primary producer of platinum
group metals outside of South Africa. The Company is traded on
the New York Stock Exchange under the symbol SWC. Information on
Stillwater Mining can be found at its Web site:
http://www.stillwatermining.com


STRUCTURED ASSET: Fitch Downgrades Class B3 & B4 Ratings to BB/D
----------------------------------------------------------------
Fitch Ratings lowers the ratings on the following Structured
Asset Mortgage Investments Inc. mortgage pass-through
certificates:

                         SAMI 1999-4

-- Class B3 ($2,486,717 outstanding) downgraded to 'BB' from
    'BBB' and remains on Rating Watch Negative.

-- Class B4 ($1,122,203 outstanding) downgraded to 'D' from 'C';

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Jan. 27, 2003
distribution:

SAMI 1999-4 remittance information indicates that 10.41% of the
pool is over 90 days delinquent, and cumulative losses are
$2,459,152 or 1.00% of the initial pool. Class B4 currently has
0.00% of credit support remaining, and class B3 currently has
1.43% of credit support remaining.


UCAR INT'L: William Blair & Co. Discloses 10.50% Equity Stake
-------------------------------------------------------------
William Blair & Co., LLC, beneficially owns 10.5% of the
outstanding common stock of UCAR, represented in the holding of
5,968,465 shares of the common stock of that Company.  Blair &
Co. hold sole powers of voting and disposition of the stock.

UCAR International is the US's largest maker of graphite
electrodes. Accounting for more than three-fourths of the
company's sales, graphite electrodes are used to generate heat
in the production of steel and in electric arc furnaces. UCAR's
carbon electrodes are used to make silicon metal, ferronickel,
and thermal phosphorus. The company's carbon and graphite
cathodes conduct electricity in aluminum smelting furnaces.
Through its Graftech subsidiary, UCAR also makes flexible
graphite that is used to make gaskets and other sealing products
for the automotive and chemical industries. UCAR has postponed
its planned spinoff of Graftech due to poor market conditions.

At December 31, 2002, UCAR International had a total
shareholders' equity deficit of $332 million.


UNITED AIRLINES: Gets Court Nod to Perform Aircraft Obligations
---------------------------------------------------------------
At least 14 lessors and creditors object to UAL Corporation and
its debtor-affiliates' proposal to perform obligations under
various aircraft agreements:

(1) Citibank PrivatKunden AG

Citibank PrivatKunden wants to ensure that its due process
rights to notice and an opportunity to object to the proposed
Section 1110(b) Stipulations affecting its rights are not
compromised.

Citibank PrivatKunden and the Debtors are parties to two German
leveraged lease transactions.  The Debtors are currently using
the Aircraft in operations.  Citibank PrivatKunden and the
Debtors disagree over which party is the senior debtholder:
Citibank PrivatKunden or Kion Leasing Inc.  This is important
because the senior debtholder is entitled to the Lease's
operative documents and control of the remedies.

According to David LeMay, Esq., at Chadbourne & Parke, in New
York City, the dispute is still off this Court, but Citibank
PrivatKunden reserves its rights to initiate proceedings.
Additionally, Citibank PrivatKunden intends to object to any
Section 1110(b) Stipulation that indicates Kion is the senior
debtholder.

(2) BA Leasing Parties

The BA Leasing Parties consist of:

     * AT&T Credit Holdings;
     * Banc of America Vendor Finance;
     * Banc of America Leasing & Capital;
     * Banc of America Commercial Finance;
     * DFO Partnership;
     * Lone Star Air Partners;
     * USWFS Intermediary Trust;
     * Pacific Southwest Realty Co.; and
     * Bank of America, N.A.

The BA Leasing Parties are creditors of UAL Corp. and hold
claims against the Debtors for aircraft leases, aircraft,
engines and related equipment.  The BA Leasing Parties' biggest
gripe is with United's request to keep the terms and conditions
of its Section 1110(b) negotiations and ultimate settlements
outside of public view.  This is not a right accorded to
bankrupt companies, according Jack J. Rose, Esq., at White &
Case.  Calling it "an attempt to reorganize in private," Mr.
Rose says this goes against the policies underlying the
Bankruptcy Code.

Mr. Rose agrees that United has the right to renegotiate the
terms of its fleet financing pursuant to Section 1110 of the
Bankruptcy Code.  However, the request to file the terms under
seal is not within the normal parameters specified under the
Bankruptcy Code.  Mr. Rose points out that the cost of
bankruptcy relief from creditors is the burden of operating
under enhanced scrutiny.  If the Debtors wanted secrecy, they
should have not filed for bankruptcy.

Contrary to the Debtors' assertion, Mr. Rose maintains that
filing modifications under seal will not create a level playing
field.  The proposed procedures leave many parties, including
the BA Leasing, at a disadvantage.  The Debtors will disclose
modifications and Section 1110 Stipulations to the Creditors
Committee, which includes Aircraft Creditors.  However, the
proposed Order does nothing to prevent these Aircraft Creditors
from using this information in their own negotiations with the
Debtors.  Mr. Rose notes that a true level playing field gives
all parties access to the same information.

(3) CIT Leasing & Union Bank of California

CIT Leasing and Union Bank also complain about United's request
for secrecy.  CIT is the beneficial owner of two Boeing 737-300
Aircraft leased to United Airlines.

As early as December 12, 2002, the Debtors solicited offers from
CIT and other creditors to restructure several leases.  After
making public offers, it is "disingenuous" for United to change
direction and argue for secrecy.

The only level playing field CIT can point to is Section 107 of
the Bankruptcy Code, which requires, except in the most
extraordinary cases, a public filing of all relevant documents
in a case.  It will not be a level playing field if United keeps
CIT in the dark while it makes deals with other Aircraft
Creditors.

CIT tells the Court that United has not shown this extraordinary
relief to be necessary, by demonstrating some prejudice.  US
Airways Group has renegotiated the terms of numerous Aircraft
financing arrangements in full public view and has never
complained of any harm.  In fact, US Air proposed a similar
motion but withdrew it, because the favorable terms negotiated
with some Aircraft Creditors brought many others back "down to
earth."

United also argued that Aircraft Creditors will seek "most
favored nation" treatment.  CIT argues that it will be more
inclined to do so if United's deals are filed under seal.  If
CIT cannot ascertain the market that United is establishing, but
instead is required to negotiate in a vacuum of secrecy, it will
demand better terms because it will have no context to judge the
appropriateness of the deal offered.  However, if CIT can
negotiate in an atmosphere of full disclosure, it will know
whether terms being offered by United are "at market."

Union Bank filed a joinder strongly agreeing with CIT's views.

(4) The EETC Objectors

Creditors holding public enhanced equipment trust certificates
and other equipment trust certificates assert that the rights of
aircraft lenders and lessors should be appropriately honored.
This is especially important, the EETC Objectors point out,
since United financed a large part of its fleet through the
capital markets with the issuance of public enhanced equipment
trust certificates and other equipment trust certificates.
Essential to the future of all airlines is the trust and
confidence of these capital markets, because of the mutual
benefits these arrangements guarantee.

The EETC Objectors consists of:

    * Wells Fargo Bank;
    * U.S. Bank; and
    * Certain Holders of JETS 1994, 1995A and 1995B transactions.

The EETC Objectors complain that the Debtors have pursued a
divide and conquer strategy with their capital markets partners.
For example, the Debtors announced a "Dutch Auction" for their
737 Aircraft Fleet, seeking a climate of urgency to complete
transactions on a first-come first-served basis.

United has been tight with information.  James E. Spiotto, Esq.,
at Chapman & Cutler, informs the Court that the EETC Objectors
have repeatedly asked for more information on United's business
plans, future fleet configuration, maintenance status of their
Aircraft and the progress of lease rejections.  For the most
part, United has refused saying it is too busy or short-staffed
to accommodate the requests.  This leaves creditors in an
impossible position when deciding what to do with their
collateral.

"The Debtors have the difficult mission of saving an airline.
This process must involve building bridges with creditor
constituencies.  But the constituencies cannot make decisions in
a vacuum.  Especially where public securities are involved,
informed judgments require full and fair disclosure," Mr.
Spiotto says.

                          *     *     *

After due deliberation, Judge Wedoff authorizes the Debtors to
make Section 1110(a) Elections to perform all obligations under
the Aircraft Agreements.  All objections are overruled.

Upon the Debtors' timely performance of their obligations, the
right to take possession and enforce other rights and remedies
described in Section 1110(a)(1) will remain subject to Section
362 for the Aircraft the Debtors have made a Section 1110(a)
Election.  The Debtors are also authorized to enter Section
1110(b) Stipulations extending the time to perform the
obligations.

Judge Wedoff further rules that parties subject to the Debtors
1110(b) Stipulation will have the right to inspect the 1110(b)
Stipulation affecting their interests upon entry into a
confidentiality agreement with Debtors.  The Debtors may file
each Section 1110(b) Stipulation under seal to keep them out of
public view and out of United's competitors' hands.

            Debtors To Pay $128,000,000 For Aircraft Debt

Having obtained the Bankruptcy Court's permission to satisfy
their obligations on various leased aircrafts, the Debtors
announced plans to pay roughly $128,000,000 owed on 154 aircraft
they conclude are essential to their operations.  The Debtors
have obtained consensual extension of the statutory 60-day Sec.
1110 deadline through May 8, 2003.  The Debtors intend to
negotiate new, more favorable terms on their lease and mortgage
payments on most of the 567 aircraft in their fleet during this
time period. (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.


UNIVERSAL HOSPITAL: Dec. 31 Net Capital Deficiency Tops $54 Mil.
----------------------------------------------------------------
Universal Hospital Services, Inc., announced financial results
for the fourth quarter and year ended December 31, 2002.

Total revenues were $39.4 million for the fourth quarter of
2002, representing a $4.7 million or 13.7% increase from total
revenues of $34.7 million for the same period of 2001. For the
year, total revenues increased 22.4% over the same period in
2001 (from $125.6 million to $153.8 million). Penetration of
existing customers, an increase in total customers by 5.6%, and
the Narco acquisition in late 2001 accounted for the growth in
total revenues.

President and CEO, Gary D. Blackford, commenting on the quarter
said, "We continue to execute on our stated strategy of growing
market share in our flagship medical equipment outsourcing
business, and aggressively growing our less capital intensive
services and sales businesses. Profit performance exceeded
expectations for the year excluding the severance and non-cash
stock compensation expense. We also reached a major milestone by
becoming self funding while still aggressively investing in the
most modern medical equipment fleet in the industry."

Equipment outsourcing revenues were $33.6 million for the fourth
quarter of 2002, representing a $4.3 million or 14.8% increase
from equipment outsourcing revenues of $29.3 million for the
same period of 2001. For the year, equipment outsourcing
revenues were $130.7 million, representing a $19.8 million, or
17.8%, increase from equipment outsourcing revenues of $110.9
million for the same period of 2001.

Gross profit grew by 16.3% to $18.0 million during the quarter
on the strength of the revenue growth and improvements in the
gross profit margin of 1.0 percentage point to 45.6%. Gross
profit margin improved during the quarter as a result of
depreciation expense as a percent of revenue decreasing from
24.6% to 23.4%. For the year, gross profit grew by 23.2% to
$71.2 million as a result of the strong revenue growth and a 0.3
percentage point increase in gross profit margin to 46.3%.

During the fourth quarter, the Company announced a restructuring
and organizational change to focus on its service and sales
businesses in addition to its flagship medical equipment
outsourcing business. The Company also extended certain existing
options held by its Chairman which were due to expire in 2003.
The company recorded a $10.1 million pretax charge related to
severance and the non-cash stock compensation expense associated
with modifying the stock option agreements for three departed
executives and the non-cash stock compensation expense
associated with extending the Chairman's options. Of the $10.1
million total pretax charge, $9.4 million is non-cash stock
compensation expense. The severance and non-cash stock
compensation expense totals $6.5 million on an after tax basis.

Loss before income taxes was $0.1 million for the year,
representing a $3.4 million decrease from the loss before income
taxes of $3.5 million for the same period of 2001. Of this $3.4
million decrease, $1.6 million relates to additional retirement
benefit costs incurred in June 2001, $2.7 million relates to
goodwill which is no longer being amortized due to the change in
accounting for goodwill and other intangible assets that was
implemented in the first quarter 2002, offset by the severance
and non-cash compensation expense of $10.1 million incurred in
the fourth quarter of 2002. The remaining decrease resulted from
revenue growth and a reduction in interest expense.

Net loss for the year was $0.2 million, which includes the $6.5
million after tax impact of the severance and non-cash stock
compensation expense.

Net cash provided by operating activities was $40.2 million for
the year compared to $31.7 million during the same period of
2001. Net income and an 11 day improvement in accounts
receivable days sales outstanding resulted in the 26.8% increase
in net cash provided by operations. The strong performance in
operating cash flow allowed the company to reduce its total debt
by $3.6 million after investing $37.8 million in new movable
medical equipment.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the quarter was $5.5 million versus $12.2 million
for the prior year, a $6.7 million decrease which includes the
$10.1 million of severance and non- cash stock compensation
expense. For the year, EBITDA was $50.8 million versus $48.1
million in the prior year, a $2.7 million increase which
includes the $10.1 million severance and non-cash stock
compensation expense. We believe EBITDA to be a useful tool and
recognized indicator of performance and ability to service debt.
We also recognize it is not, however, a substitute for other
measures such as net income.

Universal Hospital's December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $54 million.

Based in Bloomington, Minnesota, Universal Hospital Services is
a leading nationwide provider of medical technology outsourcing
and services to more than 5,800 acute care hospitals and
alternate site providers through its equipment outsourcing
programs. These programs provide a comprehensive range of
support services, including equipment delivery, training,
technical and educational support, inspection, maintenance and
complete documentation. Universal Hospital Services currently
operates through 65 district offices and 13 regional service
centers, serving customers in all 50 states and the District of
Columbia. For more information on the Company, visit its Web
site at http://www.uhs.com


VOXWARE INC: Balance Sheet Insolvency Widens to $4.5 Million
------------------------------------------------------------
Voxware, Inc. (OTC:VOXW), a leading speech recognition company
providing natural language-based solutions for industrial
applications, reported unaudited financial results for the
second quarter of fiscal year 2003.

Total revenue for the quarter was $2.3 million, compared to $1.0
million in the prior year quarter. Voxware reported a net
operating loss of $0.1 million in the second fiscal quarter of
2003, excluding $0.3 million of amortization expense for
purchased intangibles. In the prior year quarter, Voxware
reported a net operating loss of $0.3 million, excluding $0.3
million of amortization expense for purchased intangibles. As of
December 31, 2002, Voxware had a total of $1.5 million in cash,
investments and trade accounts receivable.

Revenues for the six months ended December 31, 2002 were $3.9
million compared to $1.6 million for the six months ended
December 31, 2001. Net operating loss, excluding $0.6 million of
amortization expense for purchased intangibles, was $0.2 million
for the six months of fiscal 2002 compared to $1.5 million in
the comparable period of fiscal year 2001.

"This past quarter and calendar year have been record periods
for us in terms of revenue growth and the number of new sites
installed. During calendar year 2002, our revenues almost
tripled to $6.8 million, and approximately fifty new sites were
installed with Voxware products. This quarter Voxware will
continue to make positive strides towards success. We are
expanding our customer service team's capabilities both
domestically and abroad, which includes establishing a direct
presence in the UK over the next several weeks. In addition, we
have recently been selected to deploy VoiceLogisticsT at initial
sites of two brand new retail customers, one headquartered
domestically and the other in the UK," said Dr. Bathsheba J.
Malsheen, President and CEO of Voxware.

In other news, the Company is currently seeking to extend the
maturity date on its Series B Preferred Stock, and continues to
work hard towards securing approximately $5 million of
financing.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $1 million, and a total
shareholders' equity deficit of about $4.5 million.

Voxware's corporate headquarters are in Princeton, New Jersey,
with operating offices in Boston, Massachusetts and Brugge,
Belgium. Additional information about Voxware can be obtained on
the Internet at http://www.voxware.com


WEIRTON STEEL: Narrows Fourth Quarter 2002 Net Loss to $24 Mill.
----------------------------------------------------------------
Weirton Steel Corporation (OTC Bulletin Board: WRTL) reported a
net loss of $24.3 million in the fourth quarter of 2002. The
Company also recorded an other comprehensive loss of $146.7
million related to its defined benefit pension plan. The plan's
accumulated benefit obligation exceeded plan assets at year-end.
The net loss for the fourth quarter of 2001 was $180.0 million.
The net loss for 2001 included a restructuring charge of $129.0
million related to an early retirement program. Net sales for
the fourth quarter of 2002 were $275.3 million on shipments of
572,700 tons, compared to net sales of $226.5 million on 512,900
tons of shipments for the same period of 2001.

For the year ended December 31, 2002, the Company reported a net
loss of $117.4 million. Including the other comprehensive loss
recorded in the fourth quarter, the comprehensive loss for the
year was $264.1 million. The net loss for 2001 was $533.3
million. The 2001 results included restructuring charges of
$141.3 million and a charge of $153.8 million to fully reserve
for deferred tax assets. Net sales in 2002 were $1,036.2 million
on shipments of 2,296,900 tons compared to net sales of $960.4
million on shipments of 2,231,400 tons in 2001.

"Restarted and restructured domestic capacity combined with
weakened industry fundamentals led to lower shipments and
selling prices for sheet products than expected in the fourth
quarter of 2002," said John H. Walker, President and CEO.

Total liquidity at December 31, 2002, was $28.9 million compared
to $46.1 million at September 30, 2002.

In a previous press release, the Company announced a tentative
contract agreement with the Independent Steelworkers Union and
the Independent Guard Union, which affects 3,200 unionized
employees. The proposed contract, if ratified, calls for a 5
percent pay decrease, a pension freeze, cancellation of a
planned $1.00 an hour wage increase set for April 1 and
discussions in the near future on possible health care coverage
changes. If the unionized work force ratifies the agreement, 530
management personnel will incur like compensation adjustments.
In total, the Company expects to reduce its operating costs by
$38 million and possibly more as a result of additional cost
reduction measures.

The tentative contract also includes the issuance, in up to two
tranches, of a maximum of 500,000 shares of exchangeable,
redeemable Series D preferred stock to a qualified employee
benefit trust for the benefit of current active employees of the
Company which will hold the shares until distributions are
required to be made in accordance with its terms to employees of
the Company. This preferred stock is nonvoting, bears no
dividend and is redeemable or exchangeable at the option of the
Company for cash or common stock at any time. Additionally, the
preferred stock is mandatorily redeemable at March 1, 2015 or
earlier upon the consummation of a Significant Transaction,
subject to compliance with the Company's outstanding debt.

Weirton Steel operates an integrated flat rolled steel producing
plant in Weirton, WV. Visit http://www.weirton.comfor more
information on the Company.

Weirton Steel reported a total shareholders equity deficit of
about $562.5 million, as of September 30, 2002.


WESTERN WIRELESS: Appoints Jerry Gallegos as VP for Marketing
-------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA) announced the
appointment of Jerry Gallegos to vice president of marketing and
Todd Heiner to vice president of sales. Gallegos will oversee
the company's branding, advertising, communications and
marketing. Heiner will direct the company's major accounts and
consumer sales, focusing on customer acquisition.

"Western Wireless enjoys powerful brand recognition through the
Cellular One name in our local market areas. Jerry will provide
important leadership in continuing our brand promise, creating
new communications and ensuring customer retention. As an early
member of this company, Todd will continue to provide Western
Wireless his valuable expertise and will increase customer
acquisition in his new position," said Eric Hertz, chief
operating officer for Western Wireless. "We are proud to create
such a strong team, and look forward to a promising year for
Western Wireless."

Gallegos brings to Western Wireless more than a decade of
telecommunications marketing experience and an extensive
background in product marketing, brand marketing and strategic
business planning. Gallegos joined the telecommunications
industry 12 years ago at Verizon Wireless, formerly AirTouch
Cellular, where he worked in various capacities ranging from
marketing representative to regional president serving Arizona,
New Mexico, Las Vegas and El Paso.

"Western Wireless is a world-class company that was one of the
first to market wireless services to rural America, proving
itself to be the undisputed leader in these markets," said
Gallegos. "I look forward to working with a strong marketing
team both at the corporate office and in the field to continue
this legacy."

Most recently, Gallegos served as AT&T Broadband's vice
president of sales and marketing for the San Francisco Bay Area
market. Gallegos oversaw the company's digital video, high-speed
Internet, telephony and video consumer products. Gallegos
graduated with a bachelor's degree from Regis University in
Denver.

As one of Western Wireless' first 10 employees, Heiner has also
held the positions of director of sales, managing director, and
executive director with the company and its spin-off business,
VoiceStream Wireless. Heiner was formerly vice president of
VoiceStream Wireless where he managed the daily operations of
more than 3,100 employees and 540 company-owned retail
locations. A former employee of McCaw Cellular, he is noted with
launching the first cellular service in Utah and Idaho in 1986.
He graduated with a bachelor's degree from Utah State
University.

"For the past 17 years, I have witnessed the explosive growth in
the wireless industry. I am proud to continue Western Wireless'
legacy of attracting new customers, especially in rural areas,
to the benefits of cellular service, while also building new
major accounts," said Heiner.

Based in Bellevue, Wash., Western Wireless Corporation operates
under the Cellular One name and is a leading provider of rural
communications in the Western United States. The company owns
and operates wireless cellular phone systems marketed under the
Cellular One national brand name in 19 Western states. Western
Wireless provides service to more than a million customers. For
more information about Western Wireless, visit
http://www.wwireless.com

                          *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating on Western Wireless Corp., to single-'B' from
double-'B'-minus based on concerns that the company does not
have significant cushion against further missteps in execution
under a more restrictive bank covenant. Standard & Poor's is
also concerned about the longer-term impact of network expansion
by major carriers on the company's financial profile.

The rating remained on CreditWatch with negative implications.
Bellvue, Washington-based Western Wireless remained on
CreditWatch negative because of the increased potential for the
company to violate the total bank loan leverage covenant in the
near term.


WORLDPORT COMMS: Receives Notice of WCI Tender Offer Termination
----------------------------------------------------------------
Worldport Communications, Inc., (OTCBB:WRDP) has been notified
by W.C.I. Acquisition Corp., that its tender offer for all of
the outstanding common stock of Worldport at a price of $0.50
per share terminated at 5:00 p.m., New York City time, on
Friday, February 14, 2003.

Approximately 6,828,023 million shares were tendered but will
not be accepted for payment. W.C.I. has instructed that all
tendered shares be returned to the tendering shareholders.

                             *   *   *

As reported in Troubled Company Reporter's November 14, 2002
edition, Worldport Communications said it was " operating with a
minimal headquarters staff while we complete the activities
related to exiting our prior businesses and determine how to use
our cash resources. We will have broad discretion in determining
how and when to use these cash resources. Alternatives being
considered include potential acquisitions, a recapitalization
which might provide liquidity to some or all shareholders, and a
full or partial liquidation. Upon any liquidation, dissolution
or winding up of the Company, the holders of our outstanding
preferred stock would be entitled to receive approximately $68
million prior to any distribution to the holders of our common
stock."


WYNDHAM INT'L: Names Mobasher Ahmed Area Director of Operations
---------------------------------------------------------------
Wyndham International, Inc., (AMEX:WBR) named Mobashir Ahmed
area director of operations for Wyndham's seven properties in
Michigan, Ohio, Missouri and Minnesota.

In his new role, Ahmed is responsible for the overall hotel
operations of seven properties, with specific focus on employee
training, brand program and product consistency and achieving
revenue and profit goals. He reports directly to Jeff Wagoner,
senior vice president of operations, North Central Region.

With more than 25 years of practice within hotel management,
Ahmed's experience includes acting as regional director,
managing sales and marketing, as well as overseeing the
conversion of hotel brands. Previous to joining the Wyndham
team, Ahmed worked with Starwood Hotels & Resorts as area
managing director for the New Orleans and Philadelphia regions.
He has also served as president of the Potomac Hotel Group in
Washington, D.C., as well as founder and president of the
Washington, D.C.-based Oceanic Hotels International, Ltd. Ahmed
received a Bachelor of Science degree from the University of
Karachi, in Karachi Pakistan.

Based at The Mayfair, a Wyndham Historic Hotel in St. Louis,
Ahmed will oversee the 209-room Minneapolis Airport hotel and
106-suite Summerfield Suites by Wyndham in St. Louis, the 148-
room Wyndham Garden Hotel in Novi, Mich., as well as three Ohio
properties: the 217-room Wyndham Dublin, the 241-room Wyndham
Toledo, and 205-room Wyndham Cleveland at Playhouse Square.

Wyndham International, Inc., offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com

As previously reported, Standard & Poor's assigned a B- rating
to Wyndham's $750 million debentures and B corporate credit
rating.


XO COMMS: Asks Court to Fix March 14 as Admin. Claims Bar Date
--------------------------------------------------------------
XO Communications wants the U.S. Bankruptcy Court for the
Southern District of New York to establish a deadline for its
creditors to file certain administrative expense proofs of
claim.  The Debtor wants to fix March 14, 2003 at 4:00 p.m. as
the last date by which:

      (i) all creditors whose contracts, agreements or leases
          were rejected by the Debtor in accordance with section
          365 of the Bankruptcy Code; and

     (ii) all persons or entities who have commenced or
          threatened to commence legal actions against the Debtor
          since the Petition Date, that have claims that arose or
          accrued during the period June 17, 2002 through and
          including January 16, 2003, that are allowable as an
          administrative expense claim under section 503(a) of
          the Bankruptcy Code and entitled to a first priority
          under section 507(a)(1) of the Bankruptcy Code,

must file a proof of claim against the Debtor's estates or be
forever barred from filing or asserting such Administrative
Expense Claims.

The Debtor points out that it is unclear whether these persons
or entities will be asserting Administrative Expense Claims
against the Debtor. By fixing the Filing Deadline for
Administrative Expense Claims, the Debtor will be provided an
opportunity to clarify whether such claims exist.  Moreover, it
is important for the Debtor to ascertain the full nature, extent
and scope of these claims in order to proceed with a "fresh
start".

XO Communications, provider of local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts, filed for chapter 11 protection on
June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).  Tonny K. Ho,
Esq., Anthony M. Vasallo, Esq., and Robin Spigel, Esq., at
Willkie Farr & Gallagher represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $5,704,497,000 in assets and
$5,819,436,000 in debts.


YOUBET.COM INC: Clinches $2 Million Private Placement Financing
---------------------------------------------------------------
Youbet.com, Inc. (Nasdaq: UBET), the leading online live event
and wagering company, has closed on a $2 million private
placement financing led by Rice-Voelker LLP of New Orleans. The
terms of financing include a two-year balloon note carrying a
10% coupon, and an obligation to assign to the investors a
warrant to purchase .667 shares per dollar invested. The funds
will be used to provide additional flexibility as the company
leverages the rapid growth it has recently experienced in handle
and account activity. The securities were not 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.

Youbet.com is the largest Internet provider of thoroughbred,
quarter horse and harness horse racing content in the United
States. Members have the ability to watch and, in most states,
the ability to wager on virtually 100% of all major domestic
horse racing content via its exclusive closed-loop network.
Youbet.com members enjoy features that include commingled track
pools, live audio/video, up-to-the-minute track information,
real-time wagering information, phone wagering and value-added
handicapping products.

Youbet.com is a patent and content licensee and maintains
strategic relationships with TVG, an indirect subsidiary of
Gemstar-TV Guide International, Inc., (Nasdaq: GMST) and MEC
Pennsylvania Racing, part of Magna Entertainment Corp. (Nasdaq:
MIEC). Youbet.com is an official online wagering platform of
Churchill Downs Incorporated and the Kentucky Derby. Youbet.com
operates Youbet.com TotalAccess(TM), an Oregon-based hub for the
acceptance and placement of wagers. More information on
Youbet.com can be found at http://www.Youbet.com

                            *     *     *

              Liquidity and Going Concern Uncertainty

Youbet.com's September 30, 2002 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $3 million. In its SEC Form 10-Q for the period ended
September 30, 2002, the Company stated:

"The [Company's] unaudited consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern, which contemplates the realization of sufficient
assets and the satisfaction of liabilities in the normal course
of business. The Company has sustained significant recurring
operating losses and may require additional funds to accomplish
its objectives. The Company believes that its ongoing efforts to
build market share, reduce costs, and operate more efficiently
will continue to increase cash flows. However, the Company may
require additional capital for ongoing operations and future
initiatives. The Company is exploring various alternatives to
raise additional capital, but there can be no assurances that it
will be successful in this regard. To the extent that the
Company is unable to secure the capital necessary on a timely
basis and/or under acceptable terms and conditions, the Company
may not have sufficient cash resources to maintain operations.
In such event, the Company may be required to consider a formal
or informal restructuring or reorganization. No adjustments have
been made to the unaudited consolidated financial statements
that might result from the outcome of this uncertainty."


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 16.0       0.0
Finova Group          7.5%    due 2009  33.5 - 35.5      -1.5
Freeport-McMoran      7.5%    due 2006  94.5 - 96.5       0.0
Global Crossing Hldgs 9.5%    due 2009   3.5 - 4.0        0.0
Globalstar            11.375% due 2004  6.0  - 7.0        0.0
Lucent Technologies   6.45%   due 2029  54.0 - 56.0       0.0
Polaroid Corporation  6.75%   due 2002  6.75 - 7.75      +0.25
Terra Industries      10.5%   due 2005  90.0 - 92.0       0.0
Westpoint Stevens     7.875%  due 2005  34.0 - 36.0       0.0
Xerox Corporation     8.0%    due 2027  65.0 - 67.0      -1.0

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***