TCR_Public/030224.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 24, 2003, Vol. 7, No. 38

                           Headlines

ADELPHIA BUSINESS: Court Approves E.Spire Settlement Agreement
ADELPHIA COMMS: Seeks Court Approval for Employee Severance Plan
ADVANCED TECHNOLOGY: Receives $500K Funding from LTDnetwork Inc.
ALLEGHENY ENERGY: Bank Lenders Extend Waivers Until Tomorrow
ALLEGHENY ENERGY: Pushing Shareholders to Nix Preemptive Rights

AMERITYRE CORP: External Auditors Express Going Concern Doubt
ANC RENTAL: Committee Wants to File Avoidance Motion Sub Rosa
APPLIED MICROSYSTEMS: Preparing Liquidation Plan for Approval
ARGOSY GAMING: Wellington Management Reports 6.54% Equity Stake
AUXER GROUP: Tinkers with Mojave Jet Asset Purchase Pact

BCS COLLABORATIVE: Needs New Financing to Execute Business Plan
BOWATER: Credit Measure Concerns Spur S&P's Rating Slide to BB+
BROADWAY TRADING: Asks Court to Fix March 17 Claims Bar Date
BUCKEYE STEEL: Railcar Castings Pitches Winning Bid for Assets
BROAD INDEX: S&P Cuts Ratings on Level 4 & 5 Notes to B+/CCC

BUDGET GROUP: Wants to Continue Using Bank Accounts and Forms
BURLINGTON INDUSTRIES: Proposes Berkshire Sale Bidding Protocol
CENOSIS: Intends to Make Creditor Proposal Under BIA in Canada
CENTRAL PARKING: S&P Rates Proposed $350M Sr. Bank Loan at BB+
CIENA CORP: First Quarter Results Show $107 Million in Net Loss

COLLINS & AIKMAN: Working Capital Deficit Widens $126 Million
COM21 INC: Commences Trading on OTCBB Exchange Effective Feb. 21
CONSECO FINANCE: Panel Wants More Time to Object to Asset Sale
CONSECO: TOPrS Panel Taps Watson Wyatt as Actuarial Consultant
CONSECO FINANCE: S&P Drops Related Trust Ratings Lowered to D

CORDOVA FUNDING: S&P Lowers Rating on $225M Sr. Sec. Bonds to B+
CORPORACION DURANGO: Fitch Drops Foreign Currency Rating to D
CRESCENT REAL ESTATE: Posts Improved Q4 & Year-End 2002 Results
DESA HOLDING: Signs-Up Huron to Make Final Sale Calculations
DLJ MORTGAGE: S&P Hatchets Class B-1 & B-2 Note Ratings to B/D

DR STRUCTURED: S&P Drops Ratings on 2 Classes to Default Level
DUALSTAR: Must Raise Additional Funds to Continue Operations
ENCOMPASS SERVICES: Committee Asks Court to Modify DIP Order
EOTT ENERGY: Names New Post-Emergence Board of Directors
EVERCOM INC: Concludes Exchange Offer Completing Restructuring

EXIDE TECH.: Taps Katten Muchin to Render Special Legal Services
FEDERAL-MOGUL: Wants Approval for Flexitallic Deed of Compromise
FRIENDLY ICE CREAM: Will Hold Q4 Conference Call on Wednesday
GENUITY INC: Court Approves De Minimis Asset Sale Procedures
GENSCI REGENERATION: Launches New Accell Graft Putty Product

GLOBAL CROSSING: Wins Nod to Reject Corporate Headquarters Lease
GOLDBLATT'S: Taps Great American to Conduct Store-Closing Sales
GROUPE SOTO: Ailes de la Mode Takes Action re Payment Default
HOLIDAY RV: Nasdaq Knocks-Off Shares Effective February 21, 2003
HOLLYWOOD ENTERTAINMENT: Working Capital Deficit Stands at $112M

INTELEFILM: Files Liquidating Plan and Disclosure Statement
INTERLIANT: Secures Plan Exclusivity Extension through March 20
INTERNET CAPITAL: Dec. 31 Net Capital Deficit Tops $52 Million
I-STAT CORP: Dec. 31 Balance Sheet Upside-Down by $29 Million
ITEX CORP: Board of Directors Adopts Cost Reduction Initiatives

IT GROUP: Has Until April 14 to Move Actions to Delaware Court
JPM COMPANY: Court to Consider Disclosure Statement on March 12
KAISER ALUMINUM: Dimensional Fund Discloses 5.05% Equity Stake
KENTUCKY ELECTRIC: Wants Okay to Use Lender's Cash Collateral
KEY3MEDIA GROUP: Asks Court to Establish Claims Bar Date

LTV: Noteholders Secure Conditional Approval to Hire CIBC World
LUCENT TECHNOLOGIES: Patricia Russo Named New Company Chairman
MED DIVERSIFIED: Posts Improved Operating Results for Fiscal Q3
METROMEDIA FIBER: Wants to Pay Grubard Miller on an Hourly Basis
MOBILITY CONCEPTS: Seeking Creditor Compromises on $5.4M in Debt

MOLECULAR DIAGNOSTICS: Enters Pact to Retire Sr. Debt Instrument
MSX INTERNATIONAL: Updates Bank Credit Agreement for Two Years
NATIONAL STEEL: Enters Stipulation to Set Off Worthington Claim
NATIONSRENT INC: Wants to Execute Deere Credit Omnibus Agreement
NEXTEL COMMS: Reports Strong Performance Results for 2002

NORTHWESTERN CORP: Outlines Elements of Turnaround Plan
NTELOS: S&P Hatchets Rating to SD After Interest Payment Default
OGLEBAY NORTON: Dec. 31 Working Capital Deficit Stands at $14MM
PACIFICARE HEALTH: American Express Discloses 5.7% Equity Stake
PACIFIC GAS: Says S&P Rating Status Indicates Plan's Feasibility

PANACO INC: Has Until March 20 to Make Lease-Related Decisions
PC LANDING: Wants to Stretch Plan Exclusivity through June 20
PETROLEUM GEO: Will Announce Fourth Quarter Results on Wednesday
QWEST COMMS: December 31 Balance Sheet Upside-Down by $1 Billion
QWEST COMMS: Gets Positive Recommendation on 3-State Application

QWEST: Airs Disappointment with FCC Network Unbundling Rules
RAND MCNALLY: Wants to Continue Employing Ordinary Course Profs.
RELIANT RESOURCES: Pending Refinancing Prompts S&P's B- Rating
RELIANT RESOURCES: Reaches Agreement to Sell European Business
SHELBOURNE: Units Enter into $55-Million Loan Transaction

SHERRITT POWER: Sherritt Int'l Amends Restructuring Proposal
SOUTHERNERA RESOURCES: Closes C$69.75 Million Equity Financing
SOUTH STREET CBO: S&P Keeps Watch on 2 Junk-Rated Note Classes
SPECTAGUARD ACQUISITION: S&P Rates Corp Credit & Bank Loan at B+
STM WIRELESS: Files for Chapter 11 Protection in California

STM WIRELESS: Voluntary Chapter 11 Case Summary
TENFOLD CORP: Eliminates $51-Mil. of L-T Real Estate Obligations
TIERS CREDIT: Class 2 Series 2002-3 Rating Cut to B+ from BB-
TRENWICK GROUP: Fourth Quarter Net Loss Balloons to $198 Million
TRINITY ENERGY: Intends to File Chapter 11 Plan on April 10

THYSSENKRUPP: S&P Cuts Short & Long-Term Credit Ratings to Junk
THYSSENKRUPP AG: Says S&P's Rating Action is Incomprehensible
UAL CORP: Section 341 Meeting Scheduled for March 12, 2003
UNITED AIRLINES: Susquehanna Discloses 6.6% Equity Stake
USG CORP: Judge Wolin Imposes a Cancer Claim Bar Date

U.S. RESTAURANT: Discussing Financing Options with Creditors
VANGUARD AIRLINES: Hires House Park for Accounting Services
WESTAR ENERGY: Will Host Analyst Breakfast in New York Wednesday
WICKES INC: Extends 11-5/8% Notes Exchange Offer Until Tomorrow
WILLIAMS COMPANIES: Posts Full-Year 2002 Net Loss of $737 Mill.

WOLVERINE TUBE: 4th Quarter 2002 Results Show Slight Improvement
WORLDCOM INC: Fitch Says Worldcom Default More Costly in 2002

* Ernst & Young Names Gary LeDonne New Head of SALT Practice
* Jennings to Head PwC's New York Investment Mgt. Industry Group

* BOND PRICING: For the week of February 24 - 28, 2003

                           *********

ADELPHIA BUSINESS: Court Approves E.Spire Settlement Agreement
--------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
sought and obtained Court approval of a settlement agreement
negotiated between E.spire Communications, Inc., and ABIZ Long
Haul L.P.

E.spire and its affiliated debtors each commenced a voluntary
case under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that the ABIZ Debtors and E.spire are parties
to a certain omnibus agreement dated as of July 31, 2000, an
Indefeasible Right of Use Agreement dated as of March 31, 1999,
an Indefeasible Right of Use Agreement dated as of December 31,
1998, and a Statement of Work dated as of March 16, 2000
regarding an Indefeasible Right of Use Agreement dated as of
May 16, 2000.

On April 17, 2002, E.spire filed an expedited motion in the
Delaware Bankruptcy Court for orders under Sections 105, 363,
and 365 of the Bankruptcy Code and Rules 6004, 6006, and 9014 of
the Federal Rules of Bankruptcy Procedure approving sale
procedures in connection with the sale of substantially all of
its assets, scheduling an auction and a hearing date with
respect to the sale, as well as authorizing the assumption and
assignment of certain executory contracts and unexpired leases
and payment of cure amounts.  Additionally, on May 3, 2002,
E.spire filed their notice of potential assumption and
assignment of certain executory contracts and unexpired leases
and associated cure amounts.  In the Cure Notice, E.spire
indicated that it believed that ABIZ was entitled to a zero cure
amount.

ABIZ objected and asserted that it was owed a $5,000,000 cure
amount.

On June 7, 2002, the Delaware Bankruptcy Court entered an order
pursuant to Sections 105, 363, and 365 of the Bankruptcy Code
and Rules 6004 and 6005 of the Federal Rules of Bankruptcy
Procedure approving (a) the asset contribution agreement and
related agreements with Thermo Telecom Partners LLC and Xspedius
Management Co. LLC; (b) contribution of certain assets to
Xspedius free and clear of all liens, claims, encumbrances and
interests; and (c) the sale by the E.spire Debtors of a certain
membership interest to Thermo after exercise of a certain put
right.

On August 9, 2002, the Delaware Bankruptcy Court entered an
order granting E.spire's request to assume the Omnibus Agreement
and to assign it to Xspedius pursuant to the terms of the Sale
Order and the Asset Contribution Agreement.  All issues with
respect to the cure amount due to ABIZ in accordance with
Section 365(b)(1)(A) were reserved for future resolution.

In support of its cure objection, ABIZ alleged that E.spire had
failed to deliver the requisite fiber in each of the markets
governed by the Omnibus Agreement.  Based on E.spire's failure
to deliver the fiber, ABIZ Long Haul contended that it was owed
$5,000,000 from E.spire.  However, E.spire disputed this
contention and alleged that all the fiber had been properly
delivered.  E.spire alleged that the cure amount related to the
Omnibus Agreement was $0 and therefore, E.spire was able to
assume and assign the Omnibus Agreement without paying ABIZ a
cure amount.

The parties want to settle all claims between them relating to
the cure amount due to ABIZ as a result of the assumption and
assignment of the Omnibus Agreement to avoid the expense, delay,
and uncertainty of further litigation among them regarding the
Objection.

The salient terms of the Settlement Agreement are:

     -- Transfer: E.spire will transfer to ABIZ as-is, where-is,
        six fiber optic strands in each of these markets:

        (a) Austin, Texas;

        (b) Birmingham, Alabama;

        (c) Chattanooga, Tennessee;

        (d) Kansas City, Missouri;

        (e) Montgomery, Alabama;

        (f) San Antonio; Texas;

        (g) Spartanburg; South Carolina; and

        (h) Tulsa, Oklahoma;

     -- Payment: E.spire will pay ABIZ $500,000 in full and final
        settlement of the Objection;

     -- Mutual Releases: each of the parties to the Settlement
        Agreement will mutually release the other as to any and
        all claims arising from the Omnibus Agreement.

The Debtors assert that the terms of the Settlement Agreement
are fair and equitable, and fall well within the range of
reasonableness.  Ms. Liu relates that it is the product of hard-
fought, arm's-length negotiations on both sides.  Through the
Settlement Agreement, the parties have avoided the uncertainties
attendant to potentially complex and protracted litigation with
respect to the disputes, which have arisen from the Omnibus
Agreement.  Experienced counsel for each of the parties expended
a great deal of time and effort in reaching a resolution.  By
avoiding litigation and entering into the proposed settlement,
ABIZ's estate will receive $500,0000 in full and final
settlement of its objection, maximize value for its creditors,
and proceed with its Chapter 11 case without the distraction of
a prolonged and costly litigation with E.spire. (Adelphia
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMMS: Seeks Court Approval for Employee Severance Plan
----------------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
contends that continued loyalty of Adelphia Communications and
its debtor-affiliates' employees is a necessary component to any
successful reorganization.  The filing of a Chapter 11 petition
is a stressful and uncertain time for the ACOM Debtors'
employees, most of whom are not schooled in the nuances of
bankruptcy that certain practitioners often take for granted.
This stress and uncertainty often dampens employee morale just
at that critical time when the ACOM Debtors most need their
employees' loyalty.  This is especially true given the unique
circumstances and events leading up to the filing of these
cases.  In addition to the financial misconduct of the Rigas
family, prior to the Petition Date, the ACOM Debtors announced
that grand juries in the Southern District of New York and the
Middle Districts of Pennsylvania were investigating certain
matters related to the ACOM Debtors.

Subsequent to the Petition Date, Mr. Abrams recounts that
several former senior executives were indicted in New York.  At
least one of these former executives pled guilty to certain of
the charges filed.  In addition, although interim management and
the ACOM Debtors' outside restructuring advisors have stepped in
to fill many key senior management roles, employees may have
been concerned about the long-term prospects:

   -- who would ultimately be brought in to develop business
      strategies and lead the ACOM Debtors through the Chapter 11
      process,

   -- where the businesses will be located, and

   -- the ongoing investigations and criminal and civil suits.

Understandably, this has only added to the uncertainty
experienced by employees that is normally associated with the
filing of a Chapter 11 case.

Accordingly, the Debtors believe that it is imperative to
implement a severance plan to increase the likelihood of
retaining their employees and assisting recently terminated
employees.  Consistent with industry standards, the proposed
Severance Plan would, subject to certain limitations, provide
the Participants with certain benefits if they experience an
involuntary separation through no fault of their own.

Thus, the ACOM Debtors seek the Court's authority pursuant to
Sections 105(a) and 363(b)(1) of the Bankruptcy Code to
establish an employee severance plan to assist in ensuring that
their employees continue to provide essential management and
operational services during these Chapter 11 cases.

Prior to the Petition Date, Mr. Abrams reports that the Debtors
made certain separation payments to former employees through an
informal, discretionary severance plan.  The Debtors believe
that it is imperative to formalize this informal policy into a
severance program during their Chapter 11 cases to increase the
likelihood of retaining key employees.

The Severance Plan provides for varying amounts of severance
payments for certain employees that are or were recently
terminated through no fault of their own as a result of:

     -- a reduction in force due to lack of work or for other
        business reasons; or

     -- a determination by management that, due to business
        reasons, an employee's performance or contribution to the
        business does not meet the needs of the business.

Except as set forth in the Severance Plan, the entitlement
provisions of the Severance Plan supersede all prior
entitlements to severance payable under any and all severance
arrangements, plans and polices of the Debtors, including any
and all prepetition plans.

The proposed Severance Plan would provide certain Employees
certain benefits if they are terminated by the Debtors through
no fault of their own.  However, a Participant will not be
eligible for Severance Pay if the Participant:

   -- fails to perform his or her assigned duties satisfactorily
      through the designated date of termination;

   -- fails to cooperate with the Debtors, those acting on its
      behalf, or governmental authorities in connection with any
      special investigation conducted by the Debtors or any
      government investigation;

   -- is involuntarily terminated for Cause;

   -- fails or refuses to return all of the Debtors' property or
      fails to settle all expenses and other financial
      obligations;

   -- resigns or otherwise voluntarily terminates his or her
      employment with the Debtors;

   -- is temporarily laid-off or furloughed;

   -- is offered a Comparable Position within the Debtors in lieu
      of termination, but fails or refuses to accept it;

   -- is terminated by the Debtors in connection with a sale or
      transfer of all or part of the assets, and the employee's
      employment continues with the buyer or transferee company
      following the effective date of the transaction;

   -- retires voluntarily on or after age 55;

   -- dies; or

   -- accepts a full-time position with another employer.

Mr. Abrams informs the Court that Severance Pay will be payable
on an employee's termination in a lump sum, or in the form of
salary continuation, as determined by the administrator of the
Severance Plan.  The Severance Plan requires that all employees
execute a Release of any claims that they may hold against the
Debtors.  The Severance Plan provides that Severance Payments
may cease in certain circumstances, including, where a
Participant fails to return all property belonging to the
Debtors, engages in competition with the Debtors, or discloses
or uses confidential information regarding the Debtors.

Subject to the terms and conditions of the Severance Plan, the
benefits for eligible Participants under the Severance Plan are:

   Service or Title          Severance Period
   ------------------------  -----------------------------------
   Executive Officer         52 weeks of Base Salary

   Vice President            26 weeks of Base Salary

   Director                  16 weeks of Base Salary

   Non-Management Employees  1 week of Base Salary for each Year
                             of Service with the Debtors, but in
                             no event less than 2 weeks or more
                             than 12 weeks of Base Salary

In the unlikely event that all Participants were terminated and
were eligible to receive Severance Pay -- a possibility that is
remote in the extreme -- the total cost of the Severance Plan,
based on current Base Salaries, is estimated to reach
$57,436,000 in the aggregate, broken down as:

                                Number of
     Service or Title           Employees   Total Cost
     ------------------------   ---------   ----------
     Executive Officer                 2      $960,000
     Vice President                   34     2,790,000
     Director                        119     3,140,000
     Non-Management Employees     14,060    50,540,000

Mr. Abrams points out that the proposed Severance Plan provides
the Debtors with numerous benefits in terms of employee morale
and loyalty during this difficult period of restructuring.  The
costs associated with the plan are well justified, when
considered in light of those benefits.

At this time, the Debtors seek the Court's authority to make
payments under the Severance Plan of up to $10,000,000,
inclusive of payments to otherwise eligible Participants who
were terminated on or after November 9, 2002.  If the Debtors
seek to make any payments in excess of the Cap, the Debtors will
provide ten days prior written notice by hand or overnight
delivery, specifying the aggregate amount of these payments to:

     -- the US Trustee;

     -- counsel to the agents for the Debtors' prepetition and
        postpetition lenders;

     -- counsel to the Creditors Committee; and

     -- counsel to the Equity Committee.

If any of the Notice Parties files a written objection to the
Additional Severance Payments with the Court within the Notice
Period, the Debtors will not be authorized to make Additional
Severance Payments without further Court order.  This order may
be sought on an expedited basis without the need to file a
separate motion by providing a notice of hearing to the Notice
Parties.

Mr. Abrams insists that the Debtors' employees are critical to
the operations of the Debtors' businesses and their ability to
restructure successfully.  Their concerns over a sudden loss of
employment must be addressed because replacing employees would
be extremely difficult for the Debtors and would place enormous
burdens on the remaining employees.  The Severance Plan is
designed to allay fears of termination among employees by
formalizing a reasonable severance policy for their benefit.
The Debtors assert that approval of the Severance Plan is
essential to the preservation and maximization of the value of
their assets.

Since mid-November 2002, Mr. Abrams reports that the Debtors
reduced their workforce by 84 employees, more than 50% of which
were in Coudersport, Pennsylvania, where the Debtors have their
corporate headquarters.  These employees received no severance
payments.  As a result of these layoffs, the Debtors'
relationship with the Coudersport, Pennsylvania community, where
the Debtors are the largest employer, has suffered.
Additionally, the layoffs without severance payments have caused
further insecurity and dissatisfaction for current employees and
been used for other purposes that are detrimental to the Debtors
and their businesses. (Adelphia Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 10.500% bonds
due 2004 (ADEL04USR1) are trading between 40 and 42. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for real-time bond pricing.


ADVANCED TECHNOLOGY: Receives $500K Funding from LTDnetwork Inc.
----------------------------------------------------------------
Advanced Technology Industries, Inc., (OTCBB:AVDI) announced
that pursuant to the Letter of Intent dated October 16, 2002, as
amended November 27, 2002, with LTDnetwork, Inc., LTDN has
invested an aggregate amount of $500,000 in ATI through
January 30, 2003, under a secured promissory note.

As previously announced, the obligations under the promissory
note are secured by the Star Can patents of ATI and Cetoni
Umwelttechnologie-Entwicklungs GmbH, a subsidiary of ATI. In the
event that LTDN provides loans to ATI in excess of $500,000,
additional security may be required in the form of other patents
of ATI and its subsidiaries and/or shares of ATI common stock.

ATI and LTDN are continuing to conduct due diligence in
connection with the previously announced proposed transaction
between ATI and LTDN as described in the LOI. The parties
currently anticipate that the Transaction will close sometime in
the second quarter of 2003. The Transaction is subject to the
occurrence of certain events that may or may not happen
including the satisfactory completion of due diligence, the
negotiation and execution of a definitive merger agreement and
the negotiation and compromise of outstanding debts with
creditors. The terms of any such definitive agreement may
materially differ from those contained in the LOI.

"We are already working well with the principals of LTDN, and we
look forward to the successful completion of a transaction with
LTDN," commented Hans-Joachim Skrobanek, President of ATI.

"We are pleased with the business prospects of ATI, Cetoni and
Reseal, Ltd., and have funded $500,000 to date to further these
activities," said Allan Klepfisz, President and Chief Executive
Officer of LTDN. "Although there is much work to be done,
including the compromise of creditors and full review of the
product lines, LTDN looks forward to funding the successful
commercialization of ATI's and LTDN's products upon the
conclusion of its due diligence and the combination of the
businesses of ATI and LTDN," added Mr. Klepfisz. "Besides the
promising consumer-oriented product lines of Cetoni and Reseal,
we also see the potential through ATI for the development of
environmental and fire proof technologies and for developing the
use of silicon and silicon carbide in various applications.
Furthermore, we are interested in pursuing synergies offered by
the ATI network in Russia and in international activities."

There are several conditions precedent to the closing of the
Transaction, any of which can fail to occur, which could result
in the Transaction not taking place. There can be no assurance
that the Transaction or additional financing will occur. In
addition, there can be no assurance that the closing of the
Transaction will not be delayed beyond the parties' current
expectations.

Advanced Technology Industries, Inc., is a technology holding
company devoted to technology identification and acquisition, as
well as research and development leading to commercialization of
innovative products, including proprietary technologies. ATI has
offices in Berlin and Passau, Germany and in Moscow,
Krasnoyarsk, and Novosibirsk, Russia.

LTDnetwork operates over 350 specialty e-commerce sites and has
developed a range of cutting-edge proprietary software products
that is designed to facilitate and enhance the purchasing
experience of both its own customers and those of leading
Internet companies that will utilize the products under joint
venture or licensing arrangements. LTDnetwork has offices in San
Francisco, California and Melbourne, Australia.

Advanced Technology's September 30, 2002 balance sheet shows a
working capital deficit of about $7.2 million, and a total
shareholders' equity deficit of about $7 million.


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

The Company previously announced that these subsidiaries had
received waivers, which extended through February 21, 2003, from
their bank lenders with regard to certain covenants contained in
their credit agreements. These waivers have now been extended
through February 25, 2003.

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

                        Technical Defaults

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

                      The Credit Agreements

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

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

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

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

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

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

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


ALLEGHENY ENERGY: Pushing Shareholders to Nix Preemptive Rights
---------------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) announced that Institutional
Shareholder Services has recommended that Allegheny Energy
stockholders vote FOR the Company's proposal to amend its
charter to eliminate preemptive rights of stockholders.

ISS is widely recognized as the leading independent proxy
advisory firm in the nation. Its recommendations are relied upon
by hundreds of major institutional investment firms, mutual
funds, and other fiduciaries throughout the country.

Allegheny Energy Chairman, President, and Chief Executive
Officer Alan J. Noia said, "We are pleased with ISS's decision.
By removing the preemptive rights provision, Allegheny Energy
will have greater flexibility to raise additional capital as our
Board of Directors and Management work to restore the Company's
financial health."

In reaching its decision to recommend that Allegheny
stockholders vote FOR the elimination of preemptive rights, ISS
noted in its February 13, 2003, report that: "Preemptive rights
allow shareholders to purchase shares of new issues in order to
maintain their relative equity interest in a company. The
absence of these rights could cause shareholders' equity
interest to be diluted by the sale of new shares, while such
sale could have terms that are unfavorable to shareholders' best
interests.

"Given the current situation of difficult capital markets for
public offerings and the recent credit crunch in the energy
sector, the most likely alternative for Allegheny is to raise
capital in the private equity markets. Therefore, it is
important for Allegheny to have the ability to sell equity
privately. Preemptive rights place Allegheny at a disadvantage
when competing for financing in the private equity markets. The
company has been approached by potential investors interested in
making equity investments, but given the existence of the
preemptive rights, it will be difficult to negotiate and close a
transaction.

"ISS recognizes shareholders' concerns regarding dilution, but
the company . . . needs the ability to raise financing in the
private markets. Preemptive rights are a significant impediment
in raising private equity financing."


As previously reported, Allegheny Energy is continuing
negotiations with its bank lenders and other creditors about a
new secured financing facility and expects that any agreement
will require that the Company begin to reduce its level of
indebtedness by December 2003. This will be accomplished through
the application of cash flow or from the proceeds of asset sales
or equity sales. While efforts to sell selected assets are under
way, Allegheny Energy believes it is important to have the
additional flexibility to sell equity privately. With the
removal of preemptive rights, which are a significant impediment
to any private sale of equity securities, Allegheny Energy will
have available more capital-raising alternatives.

Allegheny Energy reiterated that before deciding to sell equity
in any form, the Company will carefully consider the effects on
current stockholders and will seek to adopt an approach that
protects the value of its stockholders' existing investment in
the Company.

Allegheny Energy will hold a special meeting of Allegheny Energy
stockholders to consider the proposal on March 7, 2003, at 9:30
a.m. (local time) in the Mercury Ballroom on the third floor of
the New York Hilton, 1335 6th Avenue, New York, NY 10019.
Allegheny Energy stockholders of record as of the close of
business on January 27, 2003, the record date, are entitled to
vote at the special meeting.

Allegheny Energy's Board of Directors continues to urge all
stockholders to vote FOR the proposal to amend its charter and
eliminate preemptive rights. Stockholders with questions on how
to vote their shares can contact the Company's proxy solicitor,
MacKenzie Partners, Inc., at (800) 322-2885 (toll free) or
(212) 929-5500 (call collect) or via e-mail at
proxy@mackenziepartners.com


                      Q&A REGARDING ISS'S
              RECOMMENDATION ON PREEMPTIVE RIGHTS

            [This document was prepared to assist
       Allegheny's employees in responding to inquiries]

1.   WHAT IS INSTITUTIONAL SHAREHOLDER SERVICES (ISS)?

      ISS is widely recognized as the leading independent proxy
advisory firm in the nation. Its recommendations are relied upon
by hundreds of major institutional investment firms, mutual
funds, and other fiduciaries throughout the country.

2.   WHAT LEVEL OF STOCKHOLDER APPROVAL IS NEEDED TO CHANGE THE
      CHARTER AND ELIMINATE PREEMPTIVE RIGHTS?

      Approval requires an affirmative vote of the majority of
the outstanding shares entitled to vote at the Special Meeting.

3.   DOES ALLEGHENY ENERGY EXPECT TO GET STOCKHOLDER APPROVAL?

      The management and Board of Directors of Allegheny are
working diligently to preserve and enhance the value of
Allegheny. Certainly, our stockholders recognize the importance
of taking the appropriate steps, like this one, to increase our
financial flexibility. We are hopeful that stockholders will
support the unanimous decision by our Board, which was made on
December 5, 2002.

4.   ARE ANY OTHER APPROVALS REQUIRED?

      None other than the initial SEC approval that we have
received.

5.   WHY DOES ALLEGHENY ENERGY WANT TO REMOVE PREEMPTIVE RIGHTS
      OF STOCKHOLDERS?

      By removing the preemptive rights provision, Allegheny
Energy will have greater flexibility to raise additional
capital.

      While Allegheny's management and Board of Directors are
working diligently to preserve and enhance the value of the
Company, the recent credit crisis in the energy sector has
highlighted the importance of maintaining maximum flexibility to
raise capital from any source. The preemptive rights provision
in the Company's charter serves as a significant impediment to
any private sale of equity securities for cash to institutional
or strategic investors. Such issuances of equity can be
especially important in times like these when both the Company
and the capital markets, at least for energy companies, are
under great stress.

6.   WHAT ARE PREEMPTIVE RIGHTS?

      Preemptive rights give stockholders the right to preempt
any issue of stock to any other person by purchasing the stock
on the same terms and conditions as offered to any non-
stockholder. Although more common many years ago, today few
public companies have preemptive rights. They decrease a
company's flexibility in raising capital.

      The preemptive rights provision in the Company's charter
serves as a significant impediment to any private sale of equity
securities for cash to institutional or strategic investors.
Such issuances of equity can be especially important in times
like these when both the Company and the capital markets, at
least for energy companies, are under great stress.

7.   WHY DID ALLEGHENY ENERGY INCLUDE PREEMPTIVE RIGHTS IN ITS
      CHARTER?

      When the Company's charter was established in 1925,
preemptive rights were more common. Preemptive rights were
developed by the courts in Maryland and other states in the 19th
century. Thereafter, Maryland and other states provided that
preemptive rights could be negated by provision to the charter.
In 1995, the General Assembly of Maryland specifically provided
that stockholders of a Maryland corporation do not have
preemptive rights unless the charter "expressly grants such
rights" to the stockholders.  Article VII of Allegheny's charter
was adopted prior to 1995.

      Very few public companies have them today, and the
elimination of preemptive rights will give Allegheny greater
flexibility to finance its capital requirements.

8.   WHAT IS A PRIVATE EQUITY INVESTMENT?

      Generally speaking, private equity is that which is not
quoted or traded on the stock market or otherwise traded
publicly. With a private equity investment, a third party may
choose to make an investment in a company (providing it with
additional capital). In return, the investor would get an
ownership interest in the company represented by equity that is
not publicly traded.

9.   IS ALLEGHENY ENERGY CONSIDERING A PRIVATE EQUITY
      INVESTMENT?

      As we reported in the past, our Board is examining a number
of options to ensure we have the financial flexibility to move
forward successfully. We will, of course, provide details on a
timely basis as decisions are made.

10.  WHAT SORT OF TERMS ARE BEING DISCUSSED? RATES? WILL SUCH AN
      INVESTMENT DILUTE THE HOLDINGS OF CURRENT STOCKHOLDERS?
      WHAT'S THE TIMING OF AN ANNOUNCEMENT?

      Our Board is examining a number of options to ensure we
have the financial flexibility to move forward successfully. Of
course, the Board will do what it believes is in the best
interests of stockholders. As stated in the release, before
deciding to sell equity in any form, the Company will carefully
consider the effects on our current stockholders and will seek
to adopt an approach that protects the value of our
stockholders' existing investment in the Company. That said, no
decisions have been made, so it is premature to discuss those
types of details.

11.  WHAT OTHER OPTIONS IS THE COMPANY CONSIDERING TO INCREASE
      FINANCIAL FLEXIBILITY?

      The management and Board of Directors of Allegheny are
working diligently to preserve and enhance the value of
Allegheny. We are continuing our ongoing discussions with our
bank lenders regarding secured financing.  Additionally, we've
already taken actions to reduce costs, preserve cash, and
strengthen our balance sheet, including reducing the Company's
reliance on our wholesale energy trading business; cancelling
the development of several generating facilities, saving $700
million in capital expenditures over the next several years;
reducing the workforce by approximately 10 percent; and
suspending the dividend on our common stock.

      In addition to issuing equity, we expect to be able to
obtain additional financial flexibility through asset sales. I
can assure you that we are and will continue to take all actions
necessary to address the Company's financial needs and reduce
debt in order to strengthen our balance sheet.

12.  IS THE ELIMINATION OF PREEMPTIVE RIGHTS A CONDITION TO THE
      REFINANCING?

      No. As previously noted, Allegheny Energy is continuing
negotiations with its bank lenders and other creditors about a
new secured financing facility and expects that any agreement
will require that the Company begin to reduce its level of
indebtedness through the application of cash flow or from the
proceeds of asset sales or equity sales. While efforts to sell
selected assets are under way, Allegheny Energy believes it is
important to have the additional flexibility to sell equity.
With the removal of preemptive rights, which are a significant
impediment to any private sale of equity securities, Allegheny
Energy will have available more capital-raising alternatives.

13.  THE RELEASE SAYS YOU ARE CONTINUING TO NEGOTIATE WITH YOUR
      LENDERS. WHEN DOES ALLEGHENY EXPECT TO REACH AN AGREEMENT
      WITH ITS LENDERS?

      I'm not going to speculate on timing, but I can assure you
that we are continuing discussions with our lenders and are
working diligently to reach an agreement that provides the
necessary liquidity and funding.

14.  OTHER THAN THE SECURITY MENTIONED IN THE RELEASE, WHAT
      OTHER TERMS ARE BEING DISCUSSED FOR THE NEW CREDIT
      FACILITIES?

      Since no agreement has been finalized, it's inappropriate
to discuss potential terms.

15.  WHEN AND WHERE IS THE SPECIAL MEETING?

      Allegheny Energy will hold a special meeting of Allegheny
Energy stockholders to consider the proposal on March 7, 2003,
at 9:30 a.m. (local time) in the Mercury Ballroom on the third
floor of the New York Hilton, 1335 6th Avenue, New York, NY
10019.

16.  WHAT IS THE RECORD DATE?

      Allegheny Energy stockholders of record as of the close of
business on January 27, 2003, are entitled to vote at the
special meeting.

                          *   *   *

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

As previously reported, Allegheny Energy, based on continuing
negotiations with lenders, its subsidiaries, Allegheny Energy
Supply Company, LLC, and Allegheny Generating Company, received
extensions on waivers from bank lenders under their credit
agreements.

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

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

                        Technical Defaults

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

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

DebtTraders reports that Allegheny Energy Inc.'s 7.750% bonds
due 2005 (AYE05USR1) are trading at 94 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1for
real-time bond pricing.


AMERITYRE CORP: External Auditors Express Going Concern Doubt
-------------------------------------------------------------
Amerityre Corporation was incorporated as a Nevada corporation
on January 30, 1995 under the name American Tire Corporation, to
take advantage of certain proprietary and nonproprietary
technology available for the manufacturing of Flatfree(TM) tires
from polyurethane. In December 1999 the Company changed its name
to Amerityre Corporation. Since inception, Amerityre has
developed additional proprietary technology relating to
Flatfree(TM) tires so that it has completed the fundamental
technical development of the processes to manufacture non-
highway use Flatfree(TM) tires for markets such as bicycle,
wheelbarrow, riding lawnmowers and golf cars.

Historically, Amerityre has essentially been a technology
company in the development stage, manufacturing a limited number
of products for the purpose of validating its Flatfree(TM) tire
technology. During the past year it has developed, demonstrated
and tested various Products for Original Equipment Manufacturers
(OEM) with "low-duty" needs. Understanding that most OEMs
utilize a lengthy evaluation process, in October 2001, Amerityre
began implementing a plan to place a limited number of its
Products into the replacement tire aftermarket (i.e., bicycle
shops, hardware stores and tire stores throughout the United
States). In an effort to balance its limited manufacturing
capability with the need to gain critical end-user learning
curve, the Company engaged a few independent sales
representatives to directly place its Products with dealers such
as local tire, hardware and bicycle stores.

Amerityre's net sales for the three and six month periods ended
December 31, 2002 were $239,772 and $440,001, respectively,
compared to $66,687 and $90,379 for the comparable periods ended
December 31, 2001. Cost of sales for the three and six months
ended December 31, 2002 were $247,907 and $461,343, or 103% and
105% of sales, respectively.  The cost of sales for three and
six month periods ended December 31, 2001 were $46,713 and
$61,591, or 70% and 68% of sales, respectively. However,
management believes that, for the fiscal year ending June 30,
2003, direct costs as a percent of sales will be reduced as
volume of Product sales exceeds the fixed costs of minimum
Product production (i.e., labor and raw material costs). It is
believed that Amerityre currently has sufficient employees to
merit a substantial increase in production without incurring a
proportionately equivalent increase in labor costs. In addition,
the Company has negotiated a reduction in raw material cost from
its principal chemical suppliers.

The Company experienced a net loss of $787,236 and $1,415,129,
respectively, for the three and six months ended December 31,
2002.  In the prior year periods, the Company experienced a net
loss of $766,249 and $1,270,940, respectively, for the three and
six months ended December 31, 2001.

                  Liquidity and Capital Resources

Amerityre had current assets of $614,505 and current liabilities
of $251,928, for a working capital surplus of $362,577 at
December 31, 2002. Current assets consisted of cash and cash
equivalents of $29,132, accounts receivable of $92,129,
inventory of $381,525, and prepaid expenses of $111,719. Net
cash used in operations was $891,566 and $1,063,049 for the six
month periods ended December 31, 2002 and 2001, respectively.
The operations for the six months ended December 31, 2002 have
been funded primarily by accounts receivables, the sale of
common stock and the issuance of common stock for services and
salary. Operations for the comparative period ended December 31,
2001 were funded primarily by the sale of common stock and the
issuance of common stock for services and salary.

At December 31, 2002, the Company had net property and equipment
of $919,770 after deduction of $1,095,580 in accumulated
depreciation, a net increase of $304,214 compared to June 30,
2002. The increase was a direct result of preparing to
consolidate the location of its administrative and manufacturing
facilities to Boulder City. At December 31, 2002, the Company
had property and equipment consisting of manufacturing
equipment, $1,553,961; construction in progress, $269,647,
leasehold improvements, $112,047; vehicles, $31,541; and
furniture & fixtures, $48,154.

Because Amerityre had an accumulated deficit during the
development stage of $14,831,189, and an additional deficit of
$2,526,411 accumulated subsequent to the development stage, its
audit report at June 30, 2002 contains a going concern
modification as to Amerityre's ability to continue as a going
concern. At December 31, 2002, the additional deficit
accumulated subsequent to the development stage is now
$3,941,540.


ANC RENTAL: Committee Wants to File Avoidance Motion Sub Rosa
-------------------------------------------------------------
Together with this motion, the Official Committee of Unsecured
Creditors, appointed in the chapter 11 cases involving ANC
Rental Corporation and its debtor-affiliates, filed a Motion for
an Order Authorizing Official Committee to Commence Avoidance
Action on Behalf of the Debtors' Estates.

The Debtors have reviewed the Avoidance Action Motion and have
informed the Committee that they believe that portions of the
Avoidance Action Motion are subject to, and protected from
disclosure under the Joint Defense/Joint Interest Agreement.
The Debtors further contend that the disclosure of the
information through the public filing of the Avoidance Action
Motion would violate the disclosure restrictions of the JDA.
The Committee does not agree with the Debtors' position;
however, out of an abundance of caution, the Committee seeks the
Court's authority to file the Avoidance Action Motion under
seal.

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, relates that the Debtors
have simply made a blanket statement to the Committee that the
Avoidance Action Motion, in its entirety, contains confidential
information protected by the JDA, but have not elaborated on
this contention.  However, at present, and in light of the
existence of the JDA, the Committee asserts that the Court has
sufficient cause to grant its request.

To ensure that the key constituency in this matter receives
adequate notice and disclosure, the Committee has provided a
complete copy of the Avoidance Action Motion to the Debtors.
The Committee contends that this disclosure will provide
sufficient safeguards to ensure that its request will not
adversely affect the interests of any party to these Chapter 11
proceedings. (ANC Rental Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLIED MICROSYSTEMS: Preparing Liquidation Plan for Approval
-------------------------------------------------------------
Applied Microsystems Corporation (OTCBB:APMC) released
information on its tentative liquidation timeframe. On
December 16, 2002, the Company announced that its board of
directors had unanimously decided to recommend to shareholders
that the Company be liquidated. Since that time, the Company has
taken steps to further reduce its expenses, prepare its Libra
Networks assets for sale, and prepare a proxy statement and
related materials in connection with submitting the proposal to
liquidate and dissolve the Company to Applied's shareholders for
vote at a meeting of shareholders.

Applied has reduced its work force to nine full-time personnel,
from 33 as of the date of the announced plan to seek shareholder
approval for liquidation. To further reduce ongoing personnel
expenditures, only one of the four corporate executives - Rob
Bateman, chief financial officer -- remains on the Company's
ongoing payroll. The three other corporate executives have been
terminated in accordance with their severance agreements. Steve
Verleye, the Company's president and chief executive officer,
continues in that role on an unpaid and part-time basis, and
also continues to serve as a member of the board of directors.
To further trim expenses, following the termination of the
Company's headquarters facilities lease in December 2002, the
Company moved its offices to a much smaller facility under a new
lease that may be terminated upon 30-days' notice.

Since the announced plan to seek shareholder approval for
liquidation and dissolution of Applied, the Company completed
certain development and documentation of its Libra Networks
technology to enable the sale of such technology. The Company
continues to seek buyers for this technology.

The Company has also been preparing a proxy statement and a plan
of liquidation and dissolution for submission to shareholders.
The board has established March 21, 2003 as the record date for
the special meeting of shareholders to vote on the proposal to
liquidate and dissolve the Company -- shareholders of record as
of the close of business on that day will be eligible to notice
of, and to vote at, the special meeting of shareholders. The
board anticipates that the special meeting of shareholders will
be held near the end of April 2003. Since the Company's proxy
materials are subject to SEC review, this date is subject to
change. Visit Applied on the Web at http://www.amc.com


ARGOSY GAMING: Wellington Management Reports 6.54% Equity Stake
---------------------------------------------------------------
Wellington Management Co., LLP, in its capacity as an investment
adviser, may be deemed to beneficially own 1,892,100 common
stock shares of Argosy Gaming Company, which are held of record
by clients of Wellington Management Co., thus 6.54% of the
outstanding common stock of Argosy Gaming is held by this
entity.  Wellington Management shares voting power over
1,345,600 such shares, and shared dispositive powers over the
entire 1,892,100 shares.

Argosy Gaming Company is a leading owner and operator of
riverboat casinos and related entertainment and hotel facilities
in the Midwestern and southern United States.  Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market;
the Argosy Casino-Baton Rouge in Louisiana; the Belle of Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicago land
market.

As of September 30, 2002, the company posted total current
assets of $76,718,000 against total current liabilities of
$133,378,000


AUXER GROUP: Tinkers with Mojave Jet Asset Purchase Pact
--------------------------------------------------------
The Auxer Group, Inc., (OTCBB: AXGI) announced that Viva
Airlines, Inc., has modified its equipment purchase agreement
with Mojave Jet (a subsidiary of Cherokee Transportation Group,
LLC).  Under the modification, Mojave will now seek to procure 2
Boeing 737-200 aircraft to be purchased and delivered during the
month of March. The transaction valued at $2.7 million will be
financed via Cherokee Transportation Group, LLC's institutional
lenders.

In an interview, Robert Scott, Auxer's Chairman, stated, "Now
that Viva Domincana's agreement to acquire Aerocontinente
Dominicana, S.A., is in place it makes sense for us to operate
and maintain a fleet of similar aircraft. The Aerocontinente
acquisition included a 737-200. Accordingly, the purchase
agreement with Mojave as modified will increase the Viva
Dominicana fleet of 737-200's to three. The willingness of
Cherokee's lenders to back this transaction is a huge plus."

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.


BCS COLLABORATIVE: Needs New Financing to Execute Business Plan
---------------------------------------------------------------
BCS Collaborative Solutions, (TSX Venture: BCS), the TV quality,
real time, low cost Video Conferencing provider, provided a
business update. Since the beginning of the year, 12 new
customers have been installed or are pending installation, and
will generate recurring revenues. Three new customers were sold
through the Sprint Canada reseller program and initial order
flow has commenced from US distributor Review Video. BCS also
announced operating cost re-alignments.

                New Direct and Partner Customers

Since December 31st, the company has sold 29 new end points and
12 new customers, including three new customers with six
endpoints through Sprint Canada at an average value of $ 10,000
annually per end point. All customers represent recurring
revenue and demonstrate the effectiveness of recent marketing
and sales initiatives.

US distribution partner, ReView Video, rolled out BCS's Virtual
Presence service under their EZNetIP brand to 36 of their 600
resellers in the United States on January 7th. Three orders have
been received to date together with over 80 requests for service
availability.

In addition two customers, including a large Canadian financial
institution, have successfully completed trials and have moved
into full production. For a list of customers please check our
Web site http://www.bcsglobal.com

"This sales activity is very encouraging and above
expectations," said Monty Richardson, President of BCS.
"References from initial customers last fall have helped us to
close business this quarter and validate the value and
reliability of our service. Many customers have ordered
additional end points as they recognize the value and
affordability of the Virtual Presence solution. We are
increasing our investment in sales and marketing to support the
ramp up of our service -- especially in the well established US
market."

           Operating Cost Reductions and Re-Alignment

The company has completed the major product development stage
and is re-aligning its operating cost from an engineering
development focus to sales, marketing and customer support. The
company has cut costs and outsourced certain functions to make
room in the budget for the new talent required to drive sales
growth and profitability.

Restructuring charges are expected to be minimal and will be
absorbed in the current quarter.

           Complete North American Wide Service Coverage

The company has completed the product development of the Virtual
Presence Video Conferencing and Collaboration service and has
also recently completed the roll out of service in the US. BCS
now provides complete coverage for customers throughout North
America and has the infrastructure to support a deployment into
Europe and Asia as business conditions warrant.

"The completion of Virtual Presence and the roll out of service
coverage across North America is a tremendous technical
milestone for the company," says BCS CTO, Rob Price. "Customers
have fully stress tested our service and proven its 100%
reliability. We can now focus our development attention on
building new features and functions into our service to add even
more value to our customers."

                          Cash Position

The company is currently in the process of raising additional
financing to execute its business plans. The company completed
the first tranche of a convertible debenture to provide bridge
financing in early February and is currently working to complete
the second tranche.

BCS provides video, audio and data conferencing and real-time
collaboration services to customers across North America. Its
premier Virtual Presence service uses personal computers and/or
boardroom appliances and high-speed telecommunications to
provide a TV Quality, 100% reliable, Secure, face-to-face
meeting environment. Users can see and talk to each other while
simultaneously working on applications such as word-processing,
presentations and spreadsheets. BCS Collaborative Solutions Inc.
is a Canadian publicly traded company, trading under the symbol:
BCS on the TSX Venture Exchange.


BOWATER: Credit Measure Concerns Spur S&P's Rating Slide to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on the two largest North American newsprint producers,
Bowater Inc., and Abitibi-Consolidated Inc., to non-investment-
grade 'BB+' from 'BBB-'. The downgrades reflect expectations
that over an industry cycle credit measures for the companies
are unlikely to reach average levels strong enough to support
the previous ratings.

Greenville, South Carolina-based Bowater currently has $2.4
billion of debt outstanding. Abitibi, headquartered in Montreal,
Quebec, has C$6.1 billion in debt. The current outlook on each
company is stable.

"Although newsprint demand and pricing are gradually
recovering from depressed levels, the market downturn has been
deeper and longer-lasting than expected, and prospects for a
rebound to robust conditions this year are muted," said Standard
& Poor's credit analyst Pamela Rice. "In addition, debt-financed
activities by each company before the downturn have resulted in
high debt levels that are unlikely to decline soon."

"Also," she continued, "in retrospect, Standard & Poor's
believes the leverage ratios that each company has targeted have
proven to be too high for the previous ratings given the demand
and price volatility they have experienced."

"Bowater has a diverse product mix, but each of its major grades
experienced historically low prices in 2002, causing very weak
operating earnings and negative free cash flow," said Ms. Rice.

"Debt reduction at Abitibi has been a major hurdle since the
company's heavily debt-financed acquisition of Donohue Inc. in
2000," said Standard & Poor's credit analyst Clement Ma.
"Although the company used C$420 million for debt reduction from
the sale of the St.-Felicien, Quebec, pulp mill in 2002, the
inability to generate meaningful free cash flow during the
current downturn has greatly delayed the achievement of its debt
reduction targets."

Standard & Poor's noted that benefits from slowly improving
market conditions, capacity closures, higher operating rates,
and ongoing cost reductions should strengthen cash flows and
allow both companies to maintain the new ratings over the
intermediate term.


BROADWAY TRADING: Asks Court to Fix March 17 Claims Bar Date
------------------------------------------------------------
Broadway Trading, LLC, along with its debtor-affiliates, wants
the U.S. Bankruptcy Court for the Southern District of New York
to schedule a Bar Date -- a deadline by which all creditors of
the Debtors wishing to assert a claim against the estates must
file their proofs of claim or be forever barred from asserting
that claim.   The Debtors propose to schedule the Claims Bar
Date on or before 5:00 p.m. of March 17, 2003.  This schedule,
the Debtors point out, will enable the Debtors to receive,
process and begin their analysis of creditors' claims in a
timely and efficient manner.

The bar Date will exclude:

      a. any entity that has already properly filed, with the
         Court, a proof of claim against the Debtors;

      b. any entity whose claim is not listed on the Debtors'
         Statements of Financial Affairs or Schedules of Assets
         and Liabilities as "disputed," "contingent," or
         "unliquidated";

      c. any person holding a claim for an administrative expense
         under sections 503(b) and 507(a) of the Bankruptcy Code;

      d. any entity whose claim has been paid by the Debtors;

      e. any entity who holds a claim that has been allowed by an
         order of this Court entered on or before the Bar Date;
         and

      f. a Debtor in these cases having a claim against another
         Debtor.

The Debtors anticipate that certain creditors may assert claims
in connection with the Debtors' rejection of executory contracts
and unexpired leases pursuant to section 365 of the Bankruptcy
Code. The Debtors propose the Rejection Bar Date for such
claim shall be the later of:

      (a) the Bar Date,

      (b) 30 days after the entry of the order authorizing the
          debtors to reject the affected executory contract or
          unexpired lease; or

      (c) 30 days after confirmation of the Debtors' plan of
          liquidation if the rejection occurs pursuant to the
          plan of liquidation.

The Debtors want all entities asserting claims against more than
one Debtor be required to file a separate proof of claim with
respect to each Debtor. The Debtors explain that if entities
assert claims against more than one Debtor in a single proof of
claim, the Debtors will have difficulty maintaining separate
claims registers for each Debtor, and the debtors may be
required to object to a proof of claim to clarify the proper
Debtor liable for the amounts identified in the Claim.

Broadway Trading is an "introducing broker" which provides
customers with stock quote information and Internet trading
capability through the Mach(TM) platform software.  Broadway
filed for chapter 11 protection on August 8, 2002 (Bankr.
S.D.N.Y. Case No. 02-13813.  William F. Gray, Esq., at Torys LLP
represents the Debtor in their restructuring efforts. When the
Debtor filed for protection from its creditors, it listed assets
and debts of between $10 to $50 million.


BUCKEYE STEEL: Railcar Castings Pitches Winning Bid for Assets
--------------------------------------------------------------
Two builders and lessors of railroad freight cars, The
Greenbrier Companies, Inc,. (NYSE: GBX) and ACF Industries
Holding Corporation, announced they were unsuccessful bidders to
purchase the assets of Buckeye Steel Castings Company sold this
week under jurisdiction of the U.S. Bankruptcy Court in
Columbus, Ohio. The bid by Greenbrier and ACF was made through a
jointly owned limited liability company, Ohio Castings Company,
LLC. The only other interest in Buckeye's assets was a "stalking
horse" bid submitted by Rail Castings Corp., guaranteed by Blue
Point Capital Partners, L.P. and an affiliate.

At an auction held on February 11, 2003, Rail Castings was the
winning bidder for the assets of Buckeye after the two auction
participants bid the price to in excess of $15,100,000, from the
original Rail Castings bid of approximately $8,500,000. Rail
Castings' bid was approved by the Bankruptcy Court on
February 14, 2003, and the transaction closed yesterday.

Jim Unger, Vice Chairman of ACF Industries, attended the auction
on behalf of Ohio Castings. In a recent statement, Unger said
that his company has been the largest customer of Buckeye.
Greenbrier, through its subsidiaries Gunderson, Inc. and
TrentonWorks, also has been a large Buckeye customer. According
to Unger "our group had the support of other large railcar
buyers. We wanted Buckeye to succeed and believed that an
ownership interest by its key customers would ensure Buckeye's
future competitive viability."

Unger went on to say "we intend, along with Greenbrier, to
capitalize Ohio Castings with adequate equity and aggressively
examine other industry supply options."

Buckeye was placed in bankruptcy late last year following two
years in the railroad supply industry which saw new freight car
construction fall to levels unprecedented since the early
1980's. Buckeye built critical specialized castings used in the
manufacturing of railroad freight cars and transit cars.
Headquartered in Columbus, Ohio, Buckeye at one time employed
over 700 workers. During 1908 to 1928 its president was S.P.
Bush, grandfather to President George H.W. Bush, and great-
grandfather to President George W. Bush. In recent years it has
suffered, along with all other domestic suppliers of specialized
railcar castings, as North American demand for new railcars fell
due to the poor economy and to railroad industry consolidation.

According to William A. Furman, president and chief executive
officer of Greenbrier, the present railcar truck castings supply
situation in North America has become untenable. Only one other
domestic seller is today accepting orders. Available offshore
sources are more costly, and raise strategic and national
security issues when compared to strong domestically
manufactured alternatives. "The total problem facing railroad,
car building and leasing customers for critical railcar castings
supply is very serious," Furman said. "We are concerned about
the health of a sector which cannot be replaced, either
economically or prudently, through foreign sources. At least two
strong, independent suppliers fully committed to the industry
are necessary. Over the past few years investments made by
venture capital players in this sector have proved transient. We
note with concern the possibility of dominance by one highly
integrated domestic seller in this market."

According to Furman, "Jim Unger and I believe that railcar
castings sellers have all been losing money, and there is little
prospect for a competitive, long-term solution without dialogue
and support from their railcar-building and railroad customers.
Ohio Castings remains a proactive entity; we intend to press
forward to protect our own interests, and to seek a solution for
the industry's difficulties. We believe a prompt, objective
industry review should be conducted involving senior level
representatives of all interested parties including buyers,
sellers and relevant senior government policy officials."

In light of these considerations, Ohio Castings has retained the
Honorable William T. Coleman, Jr. of O'Melveny & Myers LLP, a
worldwide law firm with offices in Washington, DC, California,
New York, and Shanghai and Beijing, China, among others. Bill
Coleman was Secretary of Transportation under President Gerald
Ford and remains an active, practicing lawyer and legal
counselor in Washington, D.C. public policy circles. He will
work with former U.S. Ambassador Henry Owen, who has recently
retired as Senior Advisor to Salomon Smith Barney CitiBank,
after 20 years in that position and more than 20 years' service
in the State Department and the White House. Together, they will
review this situation and report to Ohio Castings' principals
and other concerned parties.

The Greenbrier Companies, headquartered in Lake Oswego, Oregon,
is a leading supplier of transportation equipment and services
to the railroad industry in North America. Greenbrier builds new
railroad freight cars in the U.S., Canada and Mexico, and
repairs and refurbishes freight cars and wheels at thirteen
locations across North America. The Company also builds new
railroad freight cars and refurbishes freight cars for the
European market through its manufacturing operations in Poland
and various sub-contractor facilities throughout Europe. At
Greenbrier's Portland, Oregon manufacturing facility, it builds
ocean-going barges for the maritime industry. Greenbrier owns or
manages a fleet of approximately 50,000 railcars.

ACF Industries Holding Corporation and its subsidiaries and
affiliates are major manufacturers and lessors of railcars, as
well as foundry, castings and a wide range of other industrial
products and services.


BROAD INDEX: S&P Cuts Ratings on Level 4 & 5 Notes to B+/CCC
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Broad
Index Secured Trust Offering 2000-7's levels 3, 4, and 5
tranches of credit-linked notes. At the same time, Standard &
Poor's placed its ratings on levels 3 and 4 on CreditWatch with
negative implications. The affected issuances of BISTRO 2000-7
total $107.62 million credit-linked notes due 2005.

The rating actions follow four declared credit events and
further deterioration of credit quality that has occurred in the
underlying reference portfolio. In one declared credit event,
three reference obligations of the reference portfolio were
affected. The most recent declared credit event still has
valuation pending and currently, the reference portfolio also
has a potential credit event. The notional amount of the
reference pool will be reduced as a result of the defaults of
those reference credits.

The rating on BISTRO 2000-7's notes reflect the credit quality
of the reference credits, the level of credit enhancement
provided by subordination, and BISTRO 2000-7's ability to meet
its payment obligations as issuer of the credit-linked notes.

       RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE
             Broad Index Secured Trust Offering 2000-7

       Issue                              Rating
                                  To                From
       Level 3 due 2005           BBB-/Watch Neg    A-
       Level 4 due 2005           B+/Watch Neg      BB+


                        RATINGS LOWERED
            Broad Index Secured Trust Offering 2000-7

       Issue                              Rating
                                  To                From
       Level 5 due 2005           CCC               BB


BUDGET GROUP: Wants to Continue Using Bank Accounts and Forms
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates seek the Court's
permission to continue using its existing bank accounts and
business forms.

The United States Trustee for Region 3, who administers
bankruptcy cases filed in the District of Delaware, has issued
certain Chapter 11 operating guidelines pursuant to 28 U.S.C.
Section 586.  These guidelines include a requirement that
Chapter 11 debtors close all existing bank accounts after filing
of the petition and open new "debtor in possession" accounts.

New Accounts have been opened as "debtor in possession" accounts
in accordance with the US Trustee's guidelines and the Cash
Management Order.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that a substantial number of
the Debtors' bank accounts were transferred to Cherokee pursuant
to the Asset and Stock Purchase Agreement.  While the Debtors
acknowledge that the U.S. Trustee's requirements serve a useful
function in the vast majority of Chapter 11 cases, the Debtors
submit that continuing to maintain and use their remaining bank
accounts as authorized in the Cash Management Order will foster
continuity in these cases, diminish confusion, and avoid
unnecessary expense.  Consequently, the Debtors continue to seek
a waiver of the requirement that the Debtors open new accounts
although a large portion of the Debtors' operations, including
their accounts, checks and business forms, have now been
transferred to Cherokee, the safeguards described in the Initial
Cash Management Motion and the rationale supporting the Cash
Management Order continue to exist in connection with the
Debtors' remaining accounts, checks and business forms.  For
these reasons, the Debtors contend that it is appropriate to
authorize the use of existing checks and business forms without
being required to place the label "Debtor in Possession" on
each. (Budget Group Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BDGP06USR1) are trading between 23 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


BURLINGTON INDUSTRIES: Proposes Berkshire Sale Bidding Protocol
---------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that on December 9, 2002,
Berkshire Hathaway, Inc., contacted Burlington Industries, Inc.,
regarding a potential acquisition of all of Burlington's
outstanding capital stock.  Berkshire indicated that it was
willing to make an all-cash offer for the Company Shares.

On December 17, 2002, the Debtors contacted the Chair of the
Creditors' Committee, WLR Recovery Fund, who expressed concern
that Berkshire's offer did not provide sufficient value for the
estates.

Nonetheless, the Debtors determined that they would pursue
discussions with Berkshire and make their own assessment
regarding the value of the offer.  Accordingly, the Debtors
entered into discussions with Berkshire regarding the potential
transaction.

The Debtors devoted significant time and resources to
negotiating the business and economic terms of a transaction
with Berkshire in late December and continued into late January.
The Debtors and their advisors continued to press Berkshire on
the economics of the transaction to ensure that the estates
would receive fair and full value for the Company Shares.

After seven weeks of extensive negotiations with Berkshire, the
Debtors and Berkshire executed the Agreement.  According to Ms.
Booth, throughout the negotiation of the Agreement, the Debtors
and their advisors maintained open lines of communications with
the Creditors' Committee and their prepetition secured lenders
and kept both constituencies fully informed of the process and
the Debtors' position on the proposed transaction.

The Agreement provides for the sale of the Company Shares
through the issuance and sale of new common stock of Burlington
to Berkshire.  Moreover, the Debtors have negotiated certain
bidding procedures to permit the sale of the Company Shares to
be completed in an orderly and efficient manner and to ensure
that the Debtors receive the highest and best price for the
Company Shares.

Furthermore, to ensure that the Debtors are able to continue to
pursue a stand alone exit strategy on a parallel tract and that
the best alternative for the estates is consummated, the Debtors
and Berkshire have agreed to exclude a proposal from WL Ross &
Co. LLC from the Bidding Procedures and permit the Debtors to
continue to work with WL Ross regarding the structure and terms
of the WLR Proposal during the Auction process.

WL Ross proposed to assist in the funding of a stand-alone plan
for the Debtors, which was presented to the Debtors as an
alternative to the proposed sale of the Company Shares to
Berkshire.  The Debtors have pursued each of their potential
exit strategies on parallel tracks to ensure that all viable
alternatives for maximizing value for the estates were explored
and the best alternative was implemented.

Despite their efforts, the Debtors have not been able to obtain
an acceptable exit financing commitment and do not see an
opportunity for obtaining a commitment in the near future in the
current market.  Accordingly, the Debtors' viable alternatives
for emerging from Chapter 11 consist of:

   (a) a stand-alone plan funded by the Debtors with or without
       the assistance of a third party like WL Ross, converting a
       substantial portion of the Debtors' existing debt into
       equity; or

   (b) a plan funded through a sale of the Company Shares or the
       Debtors' assets, providing all creditors with cash in
       exchange for their debt.

Based on their review of current market conditions, the state of
the textile industry, input from their advisors, certain tax
considerations relating to their restructuring alternatives,
discussions with their key creditor constituencies and the
comfort of the "market check" of valuation provided by the
Auction, the Debtors determined that pursuing a sale of the
Company Shares to Berkshire under the Agreement is the best
alternative to facilitate their emergence from Chapter 11.

The Debtors insisted, Ms. Booth says, that any offer by
Berkshire be subject to higher and better offers, pursuant to
the Bidding Procedures and Auction.  In addition, the Debtors
insisted that they be permitted to explore the WLR Proposal,
notwithstanding their execution of the Agreement or the Bidding
Procedures.

Thus, the Debtors ask the Court to:

     (a) approve the Bidding Procedures and the Termination Fee
         in connection with the proposed transaction under the
         Agreement;

     (b) authorize Burlington to comply with those provisions of
         the Agreement to be performed prior to the Closing Date;

     (c) schedule the Auction Approval Hearing on May 1, 2003 at
         2:00 p.m., Eastern Time; and

     (d) approve the form and manner of notice of the Bidding
         Procedures and the Auction Approval Hearing.

                        The Bidding Procedures

A. Determination by the Company

    Burlington Industries in consultation with its advisors,
    will:

     (i) determine whether any person in addition to Berkshire
         is a Qualified Bidder,

    (ii) coordinate the Qualified Bidders' efforts in conducting
         their due diligence investigations regarding the
         Company,

   (iii) receive bids from Qualified Bidders, and

    (iv) negotiate any bid made to purchase the Company.

    Any person who wishes to participate in the Bidding Process
    must be a Qualified Bidder.  Neither the Company nor its
    representatives will be obligated to furnish any information
    of any kind whatsoever relating to the Company and the
    transaction to any person who is not a Qualified Bidder.

B. Participation Requirements

    A "Qualified Bidder" is a Potential Bidder that delivers
    these documents to the Company no later than 4:00 p.m. New
    York Time on March 17, 2003:

    (i) an executed confidentiality agreement in form and
        substance satisfactory to the Company; and

   (ii) the most current audited and latest unaudited financial
        statements of the Potential Bidder, or, if the Potential
        Bidder is an entity formed for the purpose of the
        Transaction, the Financials of the equity holders of the
        Potential Bidder or other form of financial disclosure as
        is acceptable to the Company and the written commitment
        acceptable to the Company of the equity holders of the
        Potential Bidder to be responsible for the Potential
        Bidder's obligations in connection with the Transaction.

    A Qualified Bidder's Financials must demonstrate the
    financial capability to consummate the Sale in the opinion of
    the Company and that the Company, in consultation with its
    advisors, determines is able to consummate the Sale.  In this
    regard, Burlington determines that Berkshire is a Qualified
    Bidder.

    Within two business days after the Company receives from a
    Potential Bidder all of the documents required, the Company
    will determine, in consultation with its advisors, and will
    notify the Potential Bidder in writing, with a copy to the
    Buyer, whether the Potential Bidder is a Qualified Bidder.

C. Obtaining Due Diligence Access

    To obtain due diligence access, a Qualified Bidder must first
    provide the Company with a written non-binding expression of
    interest regarding:

    -- the Transaction,

    -- the purchase price range,

    -- the structure and financing of the transaction,

    -- any conditions to closing that it may wish to impose, and

    -- the nature and extent of additional due diligence it
       may wish to conduct.

D. Bid Deadline

    The deadline for submitting bids by a Qualified Bidder will
    be 4:00 p.m. New York Time on April 14, 2003.

    The Company may extend the Bid Deadline once or successively,
    but is not obligated to do so.

E. Due Diligence From Bidders

    The Company and its advisors will be entitled to due
    diligence from the Qualified Bidder, upon execution of a
    confidentiality agreement that, in the good faith judgment of
    the Company, is no more favorable to the Qualified Bidder or
    less favorable to the Company than the confidentiality
    agreement executed by Berkshire.

F. Bid Requirements

    A bid must be a written irrevocable offer from a Qualified
    Bidder stating that:

    (a) the Qualified Bidder offers to consummate the Transaction
        as contemplated by the Agreement, as contemplated by the
        Agreement, upon the terms and conditions set forth in a
        copy of the Agreement, marked to show those amendments
        and modifications to the Agreement, including price and
        terms, that the Qualified Bidder proposes;

    (b) confirming that the offer will remain open until the
        completion of the closing under a Plan incorporating the
        bid of the Successful Bidder;

    (c) enclosing a copy of the proposed Marked Agreement; and

    (d) accompanied with:

        -- a certified or bank check, or wire transfer, for
           $14,000,000 payable to the order of the Company as a
           good-faith deposit, unless the Qualified Bidder can
           establish that it has the same or higher credit rating
           from Standard & Poor and Moody's Investors Services
           as Berkshire, and

        -- written evidence of a commitment for financing or
           comparable evidence of the bidder's ability to
           consummate the Sale, subject to no closing conditions.

    In addition to these requirements, the Company will consider
    a bid only if the bid:

       (1) provides for an aggregate purchase price for the
           Company of at least $5,000,000 over the sum of the
           aggregate purchase price offered by Berkshire in the
           Agreement and the Termination Fee;

       (2) provides that all cash and securities, which are
           components of the purchase price are denominated in
           U.S. dollars only;

       (3) is on terms that are not materially more burdensome or
           conditional than the terms of the Agreement;

       (4) is not conditioned on obtaining financing or the
           outcome of unperformed due diligence by the bidder
           with respect to the Company, but may be subject to the
           same conditions, but only those conditions, set forth
           in the Agreement;

       (5) does not request or entitle the bidder, to any
           Termination Fee, expense reimbursement or similar type
           of payment; and

       (6) fully discloses the identity of each entity that will
           be bidding for the Company or otherwise participating
           in connection with the bid, and the complete terms of
           any participation.

G. Incorporation of Successful Bid into Plan

    The terms of the Successful Bid will be incorporated into the
    Plan, which, together with the Disclosure Statement, will be
    amended to the extent required to give effect thereto.

H. Auction

    If another Qualified Bid is received by the Bid Deadline, the
    Company will conduct an auction with respect to the
    Transaction.  The Auction will take place at 10:00 a.m. New
    York Time on April 21, 2003 at the offices of Jones Day at
    222 Past 41 Street in New York 10017.

    At the Auction, Qualified Bidders will be permitted to
    increase their bids.  The bidding at the Auction will start
    at the purchase price stated in the highest or otherwise best
    Qualified Bid, as determined in the Company's sole
    discretion, after consultation with its advisors, and as
    disclosed to all Qualified Bidders prior to commencement of
    the Auction, and continue in increments of at least
    $3,000,000.

    Immediately prior to the conclusion of the Auction, the
    Company, in consultation with its advisors, will:

    (1) review each Qualified Bid on the basis of its financial
        and contractual terms and the factors relevant to the
        sale process and the best interests of the Company's
        estate, including, without limitation, those factors
        affecting the speed and certainty of consummating the
        Sale and antitrust and competition law considerations,

    (2) identify the Successful Bid, and

    (3) identify the next highest or otherwise best offer after
        the Successful Bid.

    The Company may determine which Qualified Bid, if any, is the
    Successful Bid and the Next Highest Bid; and reject at any
    time before entry of an order approving the Auction Approval
    Motion, any bid that, in the Company's sole discretion, is:

    -- inadequate or insufficient,

    -- not in conformity with the requirements of the
       Bankruptcy Code, the Bidding Procedures, or the terms
       and conditions of Sale, or

    -- contrary to the best interests of the Company and its
       estate.

I. Return of Good Faith Deposit

    The Good Faith Deposits of all Qualified Bidders will be
    retained by the Company until 48 hours after the entry of a
    final order resolving the Auction Approval Motion.

    Upon entry of the final order:

     (i) the Successful Bidder's Good Faith Deposit will be held
         until the closing of the Transaction, and applied in
         accordance with the Agreement or Marked Agreement, as
         applicable; and

    (ii) the Next Highest Bidder's Good Faith Deposit will be
         retained by the Company until 48 hours after the closing
         of the Transaction.

Ms. Booth contends that the Bidding Procedures are fair and
reasonable in view of:

    (a) the extensive analysis, due diligence investigation and
        negotiation undertaken by Berkshire;

    (b) the extensive resources and expenditure to be undertaken
        by Berkshire in moving toward consummation of the
        transaction;

    (c) the fact that Berkshire's efforts already have encouraged
        the submission of the WLR Proposal, are likely to serve
        as a catalyst for other potential bidders and have
        increased the chances that the Debtors will obtain the
        highest and best value for the estates;

    (d) Berkshire's willingness to commit itself to the
        transaction while its offer is subjected to the Auction
        process and the Debtors' review of the WLR Proposal; and

    (e) Berkshire's willingness to remain bound under the
        Agreement for up to five months, with all of the
        attendant business risks to the Debtors' business, while
        the Debtors propose and confirm the Plan.

Ms Booth adds that Berkshire is unwilling to commit to hold open
its offer to purchase the Company Shares under the terms of the
Agreement unless the Bidding Procedures Order is entered and it
authorizes payment of the Termination Fee and the Debtors'
compliance with the pre-closing requirements of the Agreement.
Thus, Ms. Booth argues, absent these Bidding Procedures, the
Debtors may lose the opportunity to obtain the highest and best
available value for their estates.

                       Termination Fee

To compensate Berkshire for serving as a "stalking horse" whose
bid will be subject to higher or better offers, the Debtors ask
the Court to approve certain bid protections in the form of the
$14,000,000 Termination Fee in the event that the Debtors do not
complete the Transaction with Berkshire for certain reasons,
including the Debtors' selection of a third party as the
Successful Bidder or decision to pursue the WLR Proposal instead
of the Transaction.

The Debtors believe that:

   (a) the Termination Fee is reasonable, given the benefits to
       the estates of having a definitive Agreement and the risk
       to Berkshire that a third-party offer or the WLR Proposal
       ultimately may be accepted; and

   (b) the Bidding Procedures and the Termination Fee are
       necessary to preserve and enhance the value of the
       Debtors' estates.

Ms. Booth asserts that the approval of bid protections, similar
to the Termination Fee, in connection with the sale of
significant assets enables a debtor to ensure a sale to a
contractually committed bidder at a price that the debtor
believes is fair, while providing the debtor with the potential
of obtaining even greater benefits for the estate through the
auction process.  Moreover, Ms. Booth points out, the
Termination Fee provide a benefit to the estate in these
instances:

   (a) assurance of a break-up fee promoted more competitive
       bidding, like inducing a bid that otherwise would not have
       been made and without which bidding would have been
       limited;

   (b) where the availability of bidding protections induces a
       bidder to research the value of the assets and submit a
       bid that serves as a minimum or floor bid on which other
       bidders can rely.

Although termination and break-up fees should be carefully
scrutinized by Courts, the Debtors believe that the
circumstances presented demonstrate substantial value to the
Debtors' estates and that approval of the Termination Fee is
justified.

                   Compliance with Agreement

Ms. Booth relates that in accordance with Section 5.01 of the
Agreement, the Debtors seek the Court's authority for Burlington
to perform the provisions of the Agreement prior to the Closing
Date.  In this respect, the Agreement requires, among other
things, that:

  (a) except for actions permitted or required by the Bidding
      Procedures and the Agreement, the Debtors may not solicit,
      negotiate or otherwise knowingly facilitate an alternative
      transaction to the Agreement with Berkshire;

  (b) the Debtors continue to operate the Business in the
      ordinary course of business, consistent in all material
      respects with past practices; and

  (c) the Debtors refrain from exercising certain normal business
      operations like incurring debt, releasing of liens and
      altering their employment and benefit plans.

The Debtors have worked hard to develop a Business Plan that
would maximize their chance of successfully reorganizing the
Business and providing value to their creditors.  Furthermore,
the Debtors believe that the optimal way to give effect to the
transactions contemplated by the Agreement is to incorporate it
into the Plan.

Berkshire has offered the Debtors substantial value for the
Company Shares and is anxious to begin the process of confirming
the Plan as soon as possible.  To complete the transactions
contemplated by the Agreement and effect the Plan, Ms. Booth
tells the Court, Burlington must be authorized to comply with
its obligations under the Agreement prior to the Closing Date,
including the operation of the Business subject to the
restrictions imposed under the Agreement.

                          Notices

Until the time of the Auction, the Debtors will continue their
efforts to generate interest in the Company Shares.  In
addition, the WLR Proposal has been excluded from the Bidding
Procedures and the Debtors will continue to work with WL Ross
regarding this proposal.  At or immediately following the
Auction, the Debtors will determine whether the Successful Bid
or the WLR Proposal offers the best and highest value to the
estates.  Accordingly, the Bidding Procedures will maximize
value for the Debtors' estates and creditors.

Within three business days after the entry of the Bidding
Procedures Order, the Debtors will disseminate the Solicitation
Notice to all parties who have previously expressed an interest
in purchasing some or all of the Debtors' assets, as well as
those parties who the Debtors or their advisors believe may have
an interest in purchasing the Company Shares.  Moreover, within
five business days after the entry of the Bidding Procedures
Order, the Debtors will publicize the Auction by publishing the
Sale Notice in the national editions of The Wall Street Journal
and the New York Times.

The Solicitation Notice and Sale Notice will provide sufficient
publicity to apprise interested parties of the Auction and will
give adequate notice of the proposed sale of the Company Shares.
Accordingly, the Debtors submit that the Court should approve
the Bidding Procedures and the form and manner of notice of the
Solicitation Notice and Sale Notice. (Burlington Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


CENOSIS: Intends to Make Creditor Proposal Under BIA in Canada
--------------------------------------------------------------
Cenosis Inc., (TSX Venture : CE) has notified its intention to
make a proposal to creditors under the federal Bankruptcy and
Insolvency Act. The notice covers the KangaCom subsidiary as
well. The notice provides for an initial period of 30 days'
protection, subject to further extension, and permits the
Company to operate its business normally and pursue ongoing
negotiations with creditors and potential business partners.
Raymond Chabot Grant Thornton has been appointed to act as the
Company's trustee in the proceedings.

The Company intends to fully comply with the provisions of
federal laws as well as applicable securities regulations as it
undergoes this process.

Cenosis Inc., is a high technology company active in the
development and integration of software solutions, mainly for
the publishing and graphic communications industries. Its wholly
owned subsidiary, KangaCom Inc., is an application service
provider offering software solutions for the transfer of
large data files and digital workflow automation.

The common shares of Cenosis Inc. are traded on the TSX Venture
Exchange under the symbol "CE". Consult its Web site:
http://www.cenosis.com


CENTRAL PARKING: S&P Rates Proposed $350M Sr. Bank Loan at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Central Parking Corp.'s proposed $350 million senior
secured credit facilities. At the same time, Standard & Poor's
affirmed its 'BB' corporate credit and senior unsecured ratings
and its 'B' preferred stock rating on the parking provider.

The bank loan rating is based on preliminary terms and
conditions and is subject to review once full documentation is
received. Proceeds from the new bank loan will be used to
refinance Central Parking's existing credit facilities and for
general corporate purposes. Upon closing of the new facilities,
Standard & Poor's will withdraw the 'BB' rating on the company's
existing credit facilities.

The outlook is stable.

Pro forma for the refinancing, Nashville, Tenn.-based Central
Parking would have had about $340 million of total debt
outstanding at December 31, 2002.

The ratings on Central Parking reflect its leveraged financial
profile and regional concentration risk, as well as Standard &
Poor's concerns regarding continued challenging economic
conditions. Somewhat offsetting these factors is the company's
leading position within the highly fragmented and competitive
parking industry and its fairly predictable cash flow.

The senior secured debt is rated one notch higher than the
corporate credit rating. The senior secured credit facilities
comprise a $175 million, seven-year term loan B maturing in 2010
and a $175 million, five-year revolving credit facility maturing
in 2008. Amortization of the term loan B is back-end-loaded. The
collateral package includes substantially all of the capital
stock of the company and its domestic subsidiaries and 65% of
the voting stock of its material foreign subsidiaries. There
will be a negative pledge on all other current and future assets
and properties of the company and its subsidiaries, which
will limit the incurrence of additional secured debt.

To further provide security to the lenders, there will be a
springing lien on all material real and personal property if the
company's credit ratings are reduced to 'BB-' or below by
Standard & Poor's and 'Ba3' or below by Moody's Investors
Service. Mandatory prepayments include a 75% excess cash flow
sweep that steps down to 50% and 0% when the company achieves
certain leverage ratios, which should provide for more rapid
debt reduction and greater asset coverage.  Covenants include
limitations on liens, mergers, and stock redemptions. Financial
covenants include minimum net worth, maximum leverage, maximum
senior leverage, and minimum fixed-charge coverage requirements.

"Standard & Poor's expects Central Parking to maintain its
leading market position," said Standard & Poor's credit analyst
David Kang. "If operating conditions remain difficult and credit
protection measures weaken, the outlook could be revised to
negative."

With about 3,900 parking facilities representing more than 1.6
million spaces in 16 countries at Sept. 30, 2002, Central
Parking is the largest private owner, operator, and manager of
surface lots and multi-level garages. Central Parking is roughly
twice the size of its next largest competitor by number of
facilities, which provides an advantage in bidding for large,
national contracts.


CIENA CORP: First Quarter Results Show $107 Million in Net Loss
---------------------------------------------------------------
CIENA(R) Corporation (Nasdaq:CIEN), a leading provider of
intelligent optical networking systems and software, reported
its first quarter results for the period ending January 31,
2003. Revenue for the quarter totaled $70.5 million,
representing sequential growth of 14% from the prior fiscal
quarter. On a generally accepted accounting principle basis,
CIENA's reported net loss for the period was $107.1 million.

The quarter's results include non-cash deferred stock
compensation charges of $4.9 million, amortization of intangible
assets of $3.6 million, a charge for settlement of litigation
with Nortel Networks of $2.5 million, and a $20.6 million non-
cash loss related to the repurchase and early extinguishment of
$154.7 million of the outstanding 5% convertible subordinated
notes due in 2005 (assumed in the purchase of ONI Systems).

"We continue to make solid progress toward profitability," said
Gary Smith, CIENA's president and CEO. "For the second
sequential quarter, we grew our revenue, improved gross margins
and delivered lower than anticipated ongoing operating
expenses."

In evaluating the operating performance of its business, CIENA's
management excludes certain charges or credits that are required
by GAAP. These items, which are identified in the table below,
share one or more of the following characteristics: they are
unusual and CIENA does not expect them to recur in the ordinary
course of its business; they do not involve the expenditure of
cash; they are unrelated to the ongoing operation of the
business in the ordinary course; or their magnitude and timing
is largely outside of the Company's control.

These adjustments are not in accordance with GAAP and making
such adjustments may not permit meaningful comparisons to other
companies. As of the quarter ended January 31, 2003, CIENA's
weighted average shares outstanding were approximately
432,572,000. The total per share effect of the items identified
in the table above on CIENA's GAAP reported net loss was $0.14.
Adjusting CIENA's quarterly GAAP results by this per share
effect would reduce the Company's net loss in the quarter to
$0.11 per share.

In addition to the adjustments, during the quarter the Company
recorded a $2.7 million inventory reserve benefit, resulting
from the sale of previously reserved inventory, which favorably
affected gross margin in the quarter. Exclusive of this effect,
gross margin in the quarter would have been 19.3% compared to
the 23.1% reported. The total per share effect of the benefit
was $0.0041.

During the quarter, CIENA completed a tender offer using $139.2
million in cash to repurchase notes of $154.7 million in
aggregate principal amount at maturity. CIENA estimates it saved
approximately $15.5 million in future principal payments as a
result of this repurchase, as well as additional interest
payments.

CIENA ended its fiscal first quarter with cash, short- and long-
term securities valued at $1.9 billion. Cash use of $43 million
in the first quarter, exclusive of cash used for debt
repurchase, was significantly lower than expected as a result of
lower than anticipated working capital needs and due to the
earlier than anticipated receipt of a $17 million tax refund.

                     Business Outlook

"We continue to see activity that leads us to believe
traditional service providers worldwide are beginning to
understand the absolute necessity of evolving to data-friendly,
next-generation networks," said Smith. "Many also are beginning
to comprehend the compelling economic and operational advantages
CIENA offers compared to solutions that require wholesale
network rebuilds or overbuilds."

Concluded Smith, "We believe revenue in our second quarter could
be in a range of between flat and up slightly from our first
quarter revenues, depending on order timing."

CIENA Corporation's market-leading intelligent optical
networking systems form the core for the new era of networks and
services worldwide. CIENA's LightWorks(TM) architecture enables
next-generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at http://www.CIENA.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered the corporate credit rating on optical
telecommunications systems and equipment provider, Ciena Corp.,
to single-'B' from single-'B'-plus, reflecting the company's
dramatic decline in sales, and expectations that business
conditions will remain weak over the intermediate term. The
outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.


COLLINS & AIKMAN: Working Capital Deficit Widens $126 Million
-------------------------------------------------------------
Collins & Aikman Corporation (NYSE: CKC) announced sharply
improved fourth-quarter performance, reflecting the impact of
acquisitions, strong internal sales growth, new product launches
and increased operating efficiency. Collins & Aikman also
reported a 370 percent climb in operating income for full year
2002, an improvement that far outpaced the 113 percent sales
growth the company achieved through acquisitions and internal
growth.

"The management team and all our people around the world are
coming together as one company," said Jerry Mosingo, C&A
President and Chief Executive Officer. "We have made significant
progress in integrating our team and consolidating our asset
base, and we are starting to see the improvement in financial
results."

"Excluding the restructuring and impairment charges, we are in
the black," Mosingo said. "We generated positive earnings per
common share of 12 cents during the fourth quarter."

The company reported record fourth-quarter sales of $963.2
million, up 100 percent from $482.1 million the year before,
attributable primarily to the December 2001 TAC-Trim
acquisition. On a comparable basis, sales for the quarter were
up approximately $135 million or 16 percent due to additional
content and increased volumes when compared with its 2001 pro
forma sales for the quarter (after giving effect to acquisitions
completed in 2001) of $828.0 million, far exceeding the North
American auto build rate, which rose just 2 percent in the
quarter.

For the fourth quarter of 2002, C&A had positive net income of
$9.9 million before the impact of restructuring and impairment
charges. This compared to a loss of $23.7 million before
restructuring and impairment charges in the year-ago quarter.
The company had a total net loss of $3.1 million for the fourth
quarter of 2002, including the impact of restructuring and
impairment charges, which compared to a loss of $35.6 million
for the fourth quarter of 2001. Operating income for the fourth
quarter improved to a profit of $36.0 million from a loss of
$13.5 million in 2001.

Restructuring and impairment charges in the fourth quarter
totaled $14.1 million, versus $9.6 million in the same quarter
of 2001. The fourth quarter 2002 restructuring charges were
primarily related to the consolidation and closure of facilities
in Europe, with production being relocated to lower cost
facilities.

For the full year, C&A reported a 113 percent increase in 2002
sales to approximately $3.9 billion, compared to $1.8 billion in
2001 sales. The increase is due to the acquisitions completed
during 2001 and increased vehicle sales levels. Sales for 2002,
increased approximately $405 million, or approximately 12
percent, over the pro forma 2001 sales level (after giving
effect to the 2001 acquisitions) of approximately $3.5 billion.
By comparison, automotive production increased about 6 percent
in North America. References to 2001 pro forma results are to
the pro forma results giving effect to the acquisitions of TAC-
Trim, Becker and Joan that are based on the company's previous
filings with the SEC.

Operating income for 2002 rose 370 percent to $167.7 million,
compared with operating income of $35.6 million in 2001. This
improvement results from higher margins due to manufacturing
efficiencies, new program launches and additional volume.
Restructuring and impairment charges for 2002 totaled $56.9
million, compared with $18.8 million in 2001. The restructuring
charges incurred during the full year 2002 were to consolidate
and close plants in North America and Europe, relocate
production to more efficient facilities and to eliminate the
company's high-cost European headquarters and duplicative
infrastructure with horizontal alignment of its key operations
and functions.

"We achieved record sales levels throughout the year, our growth
in operating income far outpaced our sales growth, and we have
turned the corner on earnings," Mosingo added. "We have also
taken steps to position ourselves for a major improvement in our
European performance in 2003."

C&A reduced its net debt by $60.2 million (net debt includes
utilization of its off-balance sheet accounts receivable
facility) during 2002, despite absorbing higher interest costs
related to acquisitions, cash restructuring payments, a royalty
payment and over a 170 percent increase in capital expenditures
for the year to provide for future growth.

C&A had $81.3 million of cash on hand at year-end, and available
commitments under its senior credit and receivables facilities
of more than $230 million at December 31, 2002.

C&A's December 31, 2002 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$126 million.

                          EBITDA Discussion

EBITDA before restructuring and impairment charges increased by
150 percent for the year and 414 percent for the fourth quarter.
After giving effect to the acquisitions, fourth quarter 2002
EBITDA before restructuring and impairment charges increased
approximately 50 percent to $82.3 million from the pro forma
amount of $55.4 million. The company's EBITDA before
restructuring and impairment charges, which is defined as
operating income plus depreciation and amortization plus
restructuring and impairment charges, was $82.3 million in the
fourth quarter of 2002 versus $16.0 million in the same period
of 2001. A reconciliation of our EBITDA before restructuring and
impairment charges, a non-GAAP financial measure, to U.S. GAAP
operating income (loss), our most comparable GAAP figure, is set
out in the attached EBITDA reconciliation schedule. EBITDA
(before or after restructuring and impairment charges) should
not be construed as income from operations, net income (loss) or
cash flow from operating activities as determined by generally
accepted accounting principles. Pro forma EBITDA is calculated
on a consistent basis with the above definition utilizing the
pro forma methodologies in previously filed SEC filings.

                  Full Year 2002 business wins

"We won new programs in 2002 that will result in excess of $800
million in annual business. These wins demonstrate our
customers' appreciation for the capabilities and competencies
our company now offers. After a year of highly successful
integration, we are doing a much better job of cross-selling our
products and featuring many new technologies and product
combinations," stated CEO Mosingo.

During the fourth quarter 2002, C&A was awarded the flooring,
door panels and tailgate trim on an undisclosed 2006 model year
small-car program. This award clearly demonstrates the cross-
selling opportunities and synergies associated with the
company's product line-up.

Collins & Aikman also made strides in its acoustics business
during the fourth quarter. As a result of revised
material/product combinations, and extensive NVH (noise,
vibration and harshness) testing at C&A's state-of-the-art
acoustic testing facility, C&A successfully landed additional
content on several Ford Motor Company programs.

During the fourth quarter of 2002, the company received Toyota
Motor Sales, U.S.A.'s Toyota Quality Alliance "Gold Award" in
recognition of supplier excellence. Additionally, Collins &
Aikman received Kia Motors America, Inc.'s "Most Valued Partner"
Award.

                     Other recent events

On January 2, 2003, the company acquired Delphi Corp.'s plastic
injection molding plant and related equipment in Logrono, Spain
for 15 million Euros. This acquisition allows C&A to service the
OEMs that produce vehicles in this growing, low-cost region and
complements C&A's existing carpet and acoustics operation in
Vitoria, Spain.

On January 21, 2003, Collins & Aikman acquired from Textron,
Inc., the remaining 50 percent interest in the company's Italian
automotive joint venture. The company paid $15 million for
Textron's interest. This terminated a $28 million put option by
Textron that was exercisable in December 2004. This acquisition
allows the Italian operations to further implement the company's
European strategy and provides a broader base to service C&A's
global customers.

                     2003 Full Year Outlook

Our current year budget assumes that the 2003 North American
light vehicle build will be approximately 16.3 to 16.5 million
units, roughly flat with 2002. The company estimates that its
net sales will be up approximately one to two percent to a $3.9
billion to $4.0 billion range. This improvement is expected as a
result of new product launches partially offset by the
changeover of a major car program with DaimlerChrysler occurring
in the last half of 2003, and certain anticipated price give-
backs. We expect operating income to be in the $285 million to
$300 million range for 2003. This increase is expected primarily
as a result of anticipated operating improvements in Europe and
the benefits of restructuring actions taken during 2002. EBITDA
levels (operating income plus depreciation and amortization) are
expected to be in the $410 million to $425 million range. The
company projects earnings per common share to be in the $0.52 to
$0.62 range for 2003 (excluding any restructuring or impairment
charges). Capital spending is expected to be in the $145 million
to $165 million range for 2003. The company is evaluating
certain actions that may result in non-cash charges related to
the impairment of long-lived assets during 2003.

Collins & Aikman Corporation is a global leader in cockpit
modules and automotive floor and acoustic systems and a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems. The company's operations span
the globe through 15 countries, more than 120 facilities and
over 25,000 employees who are committed to achieving total
excellence. Collins & Aikman's high-quality products combine
superior design, styling and manufacturing capabilities with NVH
"quiet" technologies that are among the most effective in the
industry. Information about Collins & Aikman is available on the
Internet at http://www.collinsaikman.com


COM21 INC: Commences Trading on OTCBB Exchange Effective Feb. 21
----------------------------------------------------------------
Com21, Inc. (Nasdaq: CMTO), a leading global provider of system
solutions for the broadband access market, announced, as
required by the Securities and Exchange Commission, that it has
received notice of a determination from a Nasdaq Listing
Qualifications Panel, that its common stock has been delisted
from the Nasdaq Small Cap Market. The determination was made
pursuant to a hearing held on January 23, 2003, and became
effective as of the open of business on February 21, 2003. The
Company, as noted by the Panel, does not comply with the
shareholders' equity/market value of listed securities/net
income and bid price requirements, as set forth in Nasdaq
Marketplace Rules 4310(C)(2) and 4310(C)(4).

On December 11, 2002, Com21 received a Nasdaq Staff
Determination that it failed to comply with the minimum bid
price requirement of $1.00 per share and $2.5 million minimum
stockholders equity requirements. On December 17, 2002, Com21
requested a hearing that effectively stayed the delisting;
however, the Company could not regain compliance with the
applicable Nasdaq requirements within the time period prescribed
by Nasdaq.

The Company anticipates that its common shares will be
immediately eligible for quotation on the Over The Counter
Bulletin Board (OTCBB), under the same symbol, effective with
the open of business on February 21, 2003. Investors will
continue to have access to quotes, press releases and other
information from the Nasdaq.com Internet site or at
http://www.otcbb.com

Com21, Inc. -- http://www.com21.com-- is a leading global
supplier of system solutions for the broadband access market.
The Company's DOCSIS, EuroDOCSIS, and ATM-based products enable
cable operators and service providers to deliver high-speed,
cost-effective Internet, telephony, and video applications to
corporate telecommuters, small businesses, home offices, and
residential users. To date, Com21 has shipped over two million
cable modems and over 2,000 headend controllers worldwide.

                          *    *    *

             Liquidity and Going Concern Uncertainty

Com21 Inc.'s September 30, 2002 balance sheet shows a working
capital deficit of about $1 million, while its total
shareholders' equity has dropped to about $1 million from $31
million reported on December 31, 2001.

In its SEC Form 10-Q filed on November 14, 2002, the Company
stated: "Cumulative operating losses, current negative cash
flows and defaults with respect to our debt obligations (Note 6)
create substantial doubt about Com21's ability to continue as a
going concern. Com21 has implemented, and is continuing to
pursue, aggressive cost cutting programs in order to preserve
available cash. As previously announced, we are also currently
evaluating alternative forms of financing. These alternatives
may include the sale of equity, sale of debt instruments, and
the divestiture of certain business assets. Current market
conditions present uncertainty as to our ability to secure the
necessary financing needed to reach profitability and there can
be no assurances as to the availability of additional financing,
the terms of such financing if it is available, or as to our
ability to achieve a level of sales to support Com21's cost
structure."


CONSECO FINANCE: Panel Wants More Time to Object to Asset Sale
--------------------------------------------------------------
Ivan J. Reich, Esq., at Becker & Poliakoff, tells the Court that
the Official Committee of Unsecured Creditors of the Conseco
Finance Corporation Debtors currently has little information to
determine if the CFN Proposal represents an adequate offer, and
even if it were to receive the information today, it would not
have enough time for a thorough evaluation.

Thus, the CFC Creditors' Committee asks Judge Doyle to extend
the Objection Deadline for the Proposed Asset Sale.  The
Committee also asks the Court to extend the Final Sale Hearing.
The Objection Deadline expires on February 24, 2003 and the
Final Sale Hearing is scheduled for March 5, 2003.

Neither the Debtors nor any other party have responded to
requests and subpoenas by the Committee seeking financial
information.  This is critical because the Proposed Sale would
result in the liquidation of the CFC Debtors with no
distribution to the unsecured creditors represented by the
Committee.  Mr. Reich notes that the Committee "has been stymied
in its several and repeated efforts to secure documents from the
three parties who stand to benefit from the Proposed Sale."  CFN
has not made available any documents requested in a January 24th
subpoena. Lehman has objected to the subpoena and offered to
produce five categories of documents it has unilaterally
selected.  Moreover, the documents produced by the Debtors have
been of scant use.

Under the best circumstances, the original timetable was highly
compressed, allowing no room for stonewalling by the sale
proponents and beneficiaries.  The amount of time that has now
elapsed makes the original schedule untenable.  For the
Committee to properly evaluate the Proposed Sale, it needs a 60-
day extension for filing Objections and the Sale Hearing.
(Conseco Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO: TOPrS Panel Taps Watson Wyatt as Actuarial Consultant
--------------------------------------------------------------
The Official Committee of Conseco Trust Originated Preferred
Debtholders seeks the Court's authority to retain Watson Wyatt
Insurance & Financial Services as its actuarial consultant.

Daniel R. Murray, Esq., at Jenner & Block, notes that "one of
the most important issues to be addressed in these cases is the
valuation of the assets and businesses" of the various Debtor
and non-debtor subsidiaries.  This is a complex task requiring
highly sophisticated and specialized professionals.

Mr. Murray reminds the Court that the Debtors have filed their
Reorganization Plan and Disclosure Statement.  The Plan
contemplates the elimination of the $1,900,000,000 of TOPrS
debt, unless this Class accepts the Plan.  Then they will
receive a nominal distribution not to exceed 1.25% of New
Equity.  The Debtors justify this paltry amount by asserting
that their insurance companies have insufficient value to go
around.

Widows, the elderly and others without a lot of money hold most
of the TOPrS.  The TOPrS Committee is faced with the arduous
task of obtaining the Debtors' financial information and
determining the value of the insurance companies in a short
time.

Mr. Murray asserts that Watson Wyatt is well qualified and will
not provide duplicative professional services.  As actuarial
consultant, Watson Wyatt will:

   a) review Milliman USA's actuarial appraisal of the Debtors'
      insurance companies;

   b) complete its own actuarial analyses and advise the TOPrS
      Committee; and

   c) provide expert testimony on actuarial matters as requested
      by the TOPrS Committee or its professionals.

The Watson Wyatt Engagement Letter outlines a two-phase project
management.  Phase I will cover until the end of February,
focusing on the review of the actuarial appraisals of Conseco's
life insurance companies.  Phase II will involve consulting
services in these proceedings, which are not predictable at this
point.

Kenneth M. Beck, F.S.A., and Executive Vice President at Watson
Wyatt, tells the Court that the workgroup will need these
documents:

     -- copies of Milliman's formal actuarial appraisal reports;

     -- experience studies -- of mortality,
        lapses/surrenders/withdrawals, premium persistency,
        morbidity, investment return, expenses, etc. -- that
        support Milliman's actuarial assumptions;

     -- copies of all Milliman's statutory earnings projections;

     -- projected expense budgets for the life insurance company
        management teams;

     -- year-end statutory financial statements for all Conseco
        life insurance companies for 2000, 2001 and 2002 calendar
        years;

     -- any products developed by Conseco's data rooms; and

     -- additional data/information to be defined as the review
        progresses.

Watson Wyatt will seek compensation for all its necessary costs
and expenses related to this engagement.  The firm's standard
hourly rates are:

     Partner                 $635
     Senior Manager/Manager   400 - 510
     Senior Associate         300 - 325
     Associate                175 - 225
     Admin/Secretarial         57

Mr. Beck reports that his firm has undertaken a review of its
records of professional relationships with Conseco and its
subsidiaries and affiliates.  Watson Wyatt is not aware of any
conflicts of interest or relationships that would preclude its
work for the TOPrS Committee. (Conseco Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO FINANCE: S&P Drops Related Trust Ratings Lowered to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
11 classes from various Conseco Finance Corp.-related series
issued by Home Improvement Loan Trust, Home Improvement & Home
Equity Loan Trust, Home Equity Loan Trust 1998-C, and Conseco
Finance Home Loan Trust 1999-G.

Conseco Finance Corp did not make any payments under the limited
guarantee on the Feb. 18, 2003 distribution date, resulting in
principal distribution shortfalls on three series of Home
Improvement Loan Trust (1994-CI, 1994-D, and 1995-A), and
interest shortfalls on the remaining eight classes included in
the list below.

The ratings on the certificates were lowered to 'CCC-' from
'CCC+' on September 12, 2002, after an analysis determined that
the monthly excess spread alone might not be sufficient to
offset the weakening credit quality of the guarantor, Conseco
Finance Corp. Each of the 11 certificates has credit support
from a limited guarantee provided by Conseco Finance Corp. and
from monthly excess spread.

                        RATINGS LOWERED

                  Home Improvement Loan Trust

                                         Rating
      Series    Class             To                 From
      1994-CI   B-2               D                  CCC-
      1994-D    B-2               D                  CCC-
      1995-A    B                 D                  CCC-
      1999-E    B-2               D                  CCC-

      Home Improvement & Home Equity Loan Trust

                                        Rating
      Series    Class             To                 From
      1996-C    HE:B-2            D                  CCC-
      1997-A    HI:B-2            D                  CCC-
      1997-D    HE: B-2           D                  CCC-
      1997-E    HI:B-2            D                  CCC-
      1998-B    HE:B2             D                  CCC-

      Home Equity Loan Trust

                                         Rating
      Series    Class             To                 From
      1998-C    B-2               D                  CCC-

      Conseco Finance Home Loan Trust

                                         Rating
      Series    Class             To                 From
      1999-G    B-2               D                  CCC-


CORDOVA FUNDING: S&P Lowers Rating on $225M Sr. Sec. Bonds to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cordova
Funding Corp.'s $225 million series A senior-secured bonds, due
2019, to 'B+' from 'BB', and removed the rating from
CreditWatch. The outlook is negative.

CFC is the funding vehicle that issued debt and subsequently
loaned the proceeds to its affiliate, Cordova Energy Co. LLC,
which guarantees CFC's payment obligations. Cordova, which is
wholly owned by MidAmerican Energy Holdings Co. (MEHC; BBB-
/Positive/--), completed the 537-megawatt natural gas-fired,
combined-cycle power plant located in Rock Island County,
Illinois in June 2001.

The downgrade reflects the project's reliance on a tolling
agreement with El Paso Merchant Energy Co. that expires in 2019.
El Paso Corp. (B+/Negative/--) guarantees the obligations of El
Paso Merchant Energy. Standard & Poor's recently lowered the
rating on El Paso to 'B+' from 'BB-'. Cordova exercised an
option under the power purchase agreement to call back 50% of
the project output for sales to others for the contract years
ending on or prior to May 14, 2004. Cordova subsequently entered
into a power purchase agreement with MidAmerican Energy Co.
(MEC; A/Stable/A-1), whereby MEC will purchase 50% of the
capacity and energy from Cordova until May 14, 2004. However,
there can be no assurances that Cordova will continue to
exercise this option, in which case 100% of the capacity would
be under contract with El Paso.

The project is expected to generate cash flow that will service
debt on the order of 1.3x-1.4x in 2003, assuming that the plant
realizes its revenues under the tolling agreements, and that it
continues to meet availability targets. However, if forced to
operate without the El Paso contract, the project would likely
have difficulty maintaining a 'B+' rating.

The project benefits from liquidity support in the form of a
debt service reserve that covers six months' of debt service.
The debt service reserve is funded with a guarantee from MEHC.
Tolling counterparties are not required to post any collateral.

The negative outlook on CFC reflects that of El Paso Corp. as
the tolling agreement guarantor. El Paso's negative outlook
reflects significant hurdles the company has regarding regaining
access to capital markets, halting the continued decline in cash
flow, and resolving the FERC matter in a manner that is credit
neutral to El Paso. Successful execution in these matters could
ultimately lead to ratings stability and upward credit momentum.


CORPORACION DURANGO: Fitch Drops Foreign Currency Rating to D
-------------------------------------------------------------
Fitch Ratings has downgraded the unsecured corporate foreign and
local currency ratings of Corporacion Durango to 'D' from 'C'.
In conjunction with this rating action, the ratings of the
senior unsecured notes due in 2003, 2006, 2008 and 2009 have
been downgraded to 'D' from 'C'. The outstanding amount of debt
for these notes is $18.2 million, $301.7 million, $10.3 million
and $175 million, respectively.

On January 15, 2003, Durango missed interest payments on its
notes due in 2009 and on February 1, 2003 the company failed to
make interest payments on its notes due in 2003, 2006, and 2008.
The downgrades to the 'D' rating category from 'C' were
triggered by a failure of Durango to cure the missed payment on
the 2009 notes during the 30 day grace period. The default
ratings that have been assigned to the company and its notes
indicate that potential recovery levels are below 50%.

Durango finished the period ended September 30, 2002 with $835
million of total debt, $30 million of cash and marketable
securities and $133 million of short-term debt. During the first
nine months of 2002, the company generated $95 million of
EBITDA, a drop from $122 million during a similar period in
2001. Durango's weak financial performance during 2002 was a
result of lower prices for its products and stagnant demand.

To counteract these problems and to reduce its debt, Durango
sought to divest more than $150 million of assets. To date, the
company has not sold any of its assets.

Durango has retained financial advisors to assist it in the
restructuring process. Holders of the notes, which are at the
holding company, are currently subordinate to about $160 million
of secured debt or debt at operating companies. They face the
risk of a reduction in principal amount and a lowering of the
coupon.

Looking forward, Fitch Ratings continues to be concerned about
the inability of the company to accurately project the cash
generation capacity of its businesses, which suggests that the
company may not have adequate information technology. The
financial health of the company's customers in Mexico continues
to be an issue of concern. At the end of September 2002, the
days receivables were outstanding was high at 74 days.
Furthermore, in recent years, a substantial number of export-
related manufacturing (maquiladora) facilities have been
shuttered in Mexico, as a result of the decision by
multinationals to relocate these operations in Asia. This could
also hinder a rebound in the company's performance.


CRESCENT REAL ESTATE: Posts Improved Q4 & Year-End 2002 Results
---------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced
results for the fourth quarter 2002. Funds from operations for
the three months ended December 31, 2002 was $70.8 million. FFO
for the year ended December 31, 2002 was $238.2 million. These
compare to an FFO loss of $39.5 million for the three months
ended December 31, 2001 and FFO of $177.1 million for the year
ended December 31, 2001. FFO is a supplemental non-GAAP
financial measurement used in the real estate industry to
measure and compare the operating performance of real estate
companies. A reconciliation of FFO to GAAP net income is
included in the financial statements accompanying this press
release.

Net income available to common shareholders for the three months
ended December 31, 2002 was $27.5 million. Net income available
to common shareholders for the year ended December 31, 2002 was
$66.0 million. These compare to a net loss of $76.7 million for
the three months ended December 31, 2001 and a net loss of $18.2
million for the year ended December 31, 2001.

According to John C. Goff, Chief Executive Officer, "We are
pleased to have achieved fourth quarter results within our
expected range. Economic uncertainty in our country continues to
dampen job growth, the major driver to office demand. We expect
to see improvement in the economy and job growth in the latter
half of 2003 or early 2004, positively impacting our office
business. Having aggressively repositioned our balance sheet and
office portfolio through asset sales and joint ventures, we
remain well positioned to weather the current economic
environment until a recovery takes effect."

On January 15, 2003, Crescent announced that its Board of Trust
Managers declared cash dividends of $.375 per share for Common,
$.421875 per share for Series A Convertible Preferred, and
$.59375 per share for Series B Redeemable Preferred. The
dividends were paid February 14, 2003, to shareholders of record
on January 31, 2003.

                     Business Sector Review

Office Sector (67% of Gross Book Value of Real Estate Assets as
of December 31, 2002)

Operating Results

Office property same-store net operating income declined 8.3%
for the three months ended December 31, 2002 over the same
period in 2001 for the 23.9 million square feet of office
property space owned during both periods. Average occupancy for
these properties for the three months ended December 31, 2002
was 87.1% leased compared to 92.4% leased for the same period in
2001. As of December 31, 2002, the overall office portfolio was
89.7% leased based on executed leases. During the three months
ended December 31, 2002 and 2001, Crescent received $11.8
million and $1.3 million, respectively, of lease termination
fees. Crescent's policy is to exclude lease termination fees
from its same-store NOI calculation.

Office property same-store NOI declined 3.4% for the year ended
December 31, 2002 over the same period in 2001 for the 23.9
million square feet of office property space owned during both
periods. Average occupancy for these properties for the year
ended December 31, 2002 was 89.4% leased compared to 93.0%
leased for the same period in 2001. During the twelve months
ended December 31, 2002 and 2001, Crescent received $16.7
million and $8.8 million, respectively, of lease termination
fees.

The Company leased 1.5 million net rentable square feet during
the three months ended December 31, 2002, of which .6 million
square feet was renewed or re-leased. The weighted average FFO
net effective rental rate (rental rate less operating expenses)
decreased 5% over the expiring rates for the renewed or re-
leased leases, all of which have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $2.01 per square foot per year and leasing
costs were $1.13 per square foot per year.

The Company leased 5.0 million net rentable square feet during
the twelve months ended December 31, 2002, of which 2.8 million
square feet was renewed or re-leased. The weighted average FFO
net effective rental rate (rental rate less operating expenses)
decreased 4% over the expiring rates for the renewed or re-
leased leases, all of which have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.54 per square foot per year and leasing
costs were $.92 per square foot per year.

Denny Alberts, President and Chief Operating Officer, commented,
"In such a challenging office market environment, we were
pleased that we were able to lease 5 million square feet in
2002, or 18% of our portfolio net rentable area. This was one of
the biggest leasing years in the history of our company. We've
also been encouraged by the leasing velocity we've experienced
thus far in 2003. Nearly 70% of the 4.2 million square feet of
space scheduled to expire in 2003 has been addressed, which is
10 percentage points higher than what had been addressed this
same time last year. The rates we are signing are at an average
increase over expiring rates of 5%."

Acquisition

On December 20, 2002, Crescent partnered with an affiliate of GE
Pension Trust in the acquisition of 5 Post Oak Park, a 28-story,
567,000 square foot Class A office building located in the
Galleria submarket of Houston, Texas. Under the joint-venture
arrangement, GE Pension Trust has a 70% interest in the
property, while Crescent has a 30% interest and provides
property management and leasing services to the venture. The
property was acquired for approximately $65 million. Crescent
also owns the Post Oak Central office complex within Houston's
Galleria submarket.

Dispositions

On December 31, 2002, the Company sold two office properties
located within The Woodlands, Texas, for which the Company held
an approximate 88% economic interest. The sale generated net
proceeds and gain to Crescent of approximately $4 million.

On December 31, 2002, Crescent sold two vacant parcels of land
in front of the George R. Brown Convention Center in Houston,
Texas, to the City of Houston. The sale generated approximately
$33 million in proceeds, resulting in a gain of approximately
$13 million.

Resort and Residential Development Sector (22% of Gross Book
Value of Real Estate Assets as of December 31, 2002)

Destination Resort Properties

Same-store NOI for Crescent's five resort properties declined
54% for the three months ended December 31, 2002 over the same
period in 2001. The average daily rate decreased 1% and revenue
per available room remained flat for the three months ended
December 31, 2002 compared to the same period in 2001. Weighted
average occupancy was 62% for the three months ended December
31, 2002 compared to 61% for the three months ended December 31,
2001.

Same-store NOI for Crescent's five resort properties declined
20% for the year ended December 31, 2002 over the same period in
2001. The average daily rate decreased 1% and revenue per
available room decreased 3% for the year ended December 31, 2002
compared to the same period in 2001. Weighted average occupancy
was 69% for the year ended December 31, 2002 and year ended
December 31, 2001.

Upscale Residential Development Properties

Crescent's overall residential investment generated $18.7
million and $51.0 million in FFO for the three and twelve months
ended December 31, 2002, respectively.

Investment Sector (11% of Gross Book Value of Real Estate Assets
as of December 31, 2002)

Business-Class Hotel Properties

Same-store NOI for Crescent's four business-class hotel
properties declined 9% for the three months ended December 31,
2002 over the same period in 2001. The average daily rate
decreased 5%, while revenue per available room remained flat for
the three months ended December 31, 2002 compared to the same
period in 2001. Weighted average occupancy was 69% for the three
months ended December 31, 2002 compared to 66% for the three
months ended December 31, 2001.

Same-store NOI for Crescent's four business-class hotel
properties declined 5% for the year ended December 31, 2002 over
the same period in 2001. The average daily rate decreased 4%,
while revenue per available room decreased 4% for the year ended
December 31, 2002 compared to the same period in 2001. Weighted
average occupancy was 71% for the years ended December 31, 2002
and December 31, 2001.

Temperature-Controlled Logistics Investment

AmeriCold Logistics' same-store EBITDAR (earnings before
interest, taxes, depreciation and amortization, and rent)
decreased 2.4% for the three months ended December 31, 2002,
compared to the same period in 2001. AmeriCold Logistics elected
to defer $11.6 million (of the $41.5 million contracted rent)
for the fourth quarter, of which Crescent's share was $4.7
million.

AmeriCold Logistics' same-store EBITDAR decreased 2.8% for the
year ended December 31, 2002, compared to the same period in
2001. AmeriCold Logistics elected to defer $32.2 million (of the
$143.9 million contracted rent) for the year ended 2002, of
which Crescent's share was $12.9 million. Crescent recognizes
rental income when earned and collected and has not recognized
the $12.9 million deferral in its equity in net income.

FFO OUTLOOK

Crescent will address 2003 FFO guidance in the fourth quarter
earnings conference call and presentation scheduled for February
20, 2003. Refer to the call and presentation information
provided below.

Crescent's supplemental operating and financial data report for
the fourth quarter is available on the Company's Web site --
http://www.crescent.com-- in the investor relations section. To
request a hard copy, please call the Company's investor
relations department at (817) 321-2180.

Crescent Real Estate Equities Company (NYSE: CEI) is one of the
largest publicly held real estate investment trusts in the
nation. Through its subsidiaries and joint ventures, Crescent
owned and managed, as of December 31, 2002, a portfolio of 73
premier office properties totaling 29.5 million square feet
located primarily in the Southwestern United States, with major
concentrations in Dallas, Houston, Austin and Denver. In
addition, the Company has investments in world-class resorts and
spas and upscale residential developments.

                            *    *    *

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

          Ratings Affirmed And Removed From CreditWatch

       Issue                           To            From

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

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


DESA HOLDING: Signs-Up Huron to Make Final Sale Calculations
------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates want to
employ Huron Consulting Group as consultants and ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware for to do so.  Huron Consulting will determine the
Final Working Capital and the Cash Balance Adjustment pursuant
to the Asset Purchase Agreement with HIG Desa Acquisition LLC.

The Debtors are finalizing post-closing issues relating to the
Asset Purchase Agreement with HIG.  Pursuant to the Asset
Purchase Agreement, the parties are now required to calculate
the actual value of the Final Working Capital.  The Debtors are
entitled to all cash that was held by the Debtors and Debtors'
subsidiaries as of the open of business on the closing date of
the sale transaction.  The Debtors allege that HIG failed to
turn over the full amount of the Cash Balance Adjustment.
Consequently, the parties agreed to a defined protocol to
attempt resolution of the dispute over the proper amount of the
Cash Balance Adjustment.

Specifically, Huron Consulting will:

      (i) assist and advise the Debtors and their agents,
          advisors and attorneys with respect to calculating the
          Final Working Capital pursuant to the adjustment
          process contemplated by the Asset Purchase Agreement;

     (ii) assist and advise the Debtors and their agents,
          advisors and attorneys with respect to the Cash Balance
          Adjustment, and

    (iii) provide advice on related issues or matters as the
          Debtors may from time to time request.

Huron Consulting will bill the Debtors at the Firm's normal
hourly rates:

           Managing Director       $600 per hour
           Director                $475 per hour
           Manager                 $400 per hour
           Associate               $250 - $275 per hour
           Analyst                 $150 - $175 per hour

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


DLJ MORTGAGE: S&P Hatchets Class B-1 & B-2 Note Ratings to B/D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
B-1 of DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-
through certificates series 1997-CF1 and placed it on
CreditWatch with negative implications. At the same time, the
rating on class B-2 is lowered to 'D' from 'CCC'.

The lowered ratings are the result of interest shortfalls
triggered by the disposition of an REO lodging asset in
Savannah, Georgia. As recently as January 2002, the appraised
value of the subject property was $3 million. The $3 million
loan was liquidated at a 100% principal loss. Interest
shortfalls resulted because the proceeds from the liquidation
were not sufficient to cover outstanding advances against the
asset, which totaled $2.36 million. Both the realized loss and
interest shortfalls were reported on the February 2002
distribution statement.

Provided future dispositions do not cause additional shortfalls,
it will be several months before the class B-1 is made whole in
terms of interest. The CreditWatch placement of this class will
remain in effect while the certificate has outstanding
shortfalls. Class B-2 may not be made whole with regard to
interest for an extended time period, which is likely to be in
excess of six months.

This is the second time the ratings on these classes have been
lowered in as many months (see December 20, 2002 press release).
Continued credit support erosion will occur upon the disposition
of some of the remaining specially serviced assets, which have
an aggregate outstanding balance of $17.8 million, or 5.2% of
the pool. Appraisal reduction amounts against these assets total
$9.5 million. Should the assets liquidate at values
significantly lower than their appraised values, the B-1 and B-2
certificates will sustain additional shortfalls.

          RATING LOWERED AND PUT ON CREDITWATCH NEGATIVE

                   DLJ Mortgage Acceptance Corp.
         Commercial mortgage pass-thru certs series 1997-CF1

                        Rating
       Class       To             From         Credit Support (%)
       B-1         B/Watch Neg    BB+          10.80

                         RATING LOWERED

                   DLJ Mortgage Acceptance Corp.
         Commercial mortgage pass-thru certs series 1997-CF1

                        Rating
       Class       To             From         Credit Support (%)
       B-2         D              CCC          7.53


DR STRUCTURED: S&P Drops Ratings on 2 Classes to Default Level
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class
A-1 and A-2 to 'D' from 'C' of DR Structured Finance Corp.'s
series 1994-K2.

The rating actions are due to realized losses resulting from the
liquidation of one mortgage loan, which was secured by a
property previously net leased to Kmart. The February 2003
distribution reflected a $4.6 million principal loss upon
liquidation of the loan, which had a principal balance of $6.9
million. A loss of $.236 million was allocated to the class A-1,
while $4.4 million was allocated to the class A-2.

The nine mortgage loans remaining in the transaction are secured
by properties that are or were net-leased to Kmart Corp. at
issuance. In addition to the principal loss, the certificates
are currently undercollateralized due to the diversion of
principal payments from the performing loans to pay interest.
The aggregate balance of the mortgage loans is $71.1 million,
while aggregate certificate balance is $72.6 million. Based on
data available from the trustee, there is one additional loan in
the trust impacted by a rejection, with an outstanding principal
balance of $9.1 million.

The next scheduled payment for the series is August 15, 2003.


DUALSTAR: Must Raise Additional Funds to Continue Operations
------------------------------------------------------------
DualStar Technologies Corporation, through its wholly owned
subsidiaries, operates two separate lines of business: (a)
construction and (b) communications.

The Company has continued to further curtail its communications
business. Its communications segment is now primarily limited to
the subscription video business in the New York City
metropolitan area and in Florida. The Company's communications
segment's telephone service business was discontinued in August
2002.

In addition, the Company has sold certain communications assets
in locations outside of the New York City metropolitan area and
Florida. In April 2002, the Company sold certain communications
assets for $0.4 million. The transaction resulted in a loss of
$0.5 million. In August 2002, the Company sold certain access
agreements on properties located in the Los Angeles area and the
communications assets located in the properties for $0.4
million. The transaction resulted in a gain of $0.1 million.

The Company incurred significant losses in the last several
fiscal years, primarily in the communications segment, and it
expects that the communications segment, even significantly
limited, will continue to incur losses going forward and will
require additional capital to fund those losses. The Company has
implemented and will continue to implement cost reductions
designed to minimize such losses. There can be no assurance that
these efforts will be successful or that the construction
segment will sustain profitability or  positive cash flow from
future operations or that positive cash flow, if any, will be
sufficient to offset continued losses from the communications
segment. Given the current U.S. economic climate and market
conditions and the financial condition of the Company, there is
a substantial likelihood that the Company will be unable to
raise additional funds on terms satisfactory to it, if at all,
to fund the expected operating losses. Moreover, the Company
presently owes Madeleine L.L.C. approximately $16 million and is
in default under the loan. Madeleine may call the loan due and
payable at any time, and, if it is not paid, foreclose on
significant assets of the Company's subsidiaries that secure
such loan. If the Company cannot raise additional funds or if
Madeleine demands payment on its loan, the Company will likely
be forced to cease operations. Accordingly, there is substantial
doubt about the Company's ability to continue as a going
concern.


ENCOMPASS SERVICES: Committee Asks Court to Modify DIP Order
------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Court to
amend the final order approving Encompass Services Corporation
and its debtor-affiliates' DIP Financing.  The Committee
believes that the Final DIP Order is inconsistent with the
Court's own rulings at the hearing.

Jennifer M. Gore, Esq., at Andrews & Kurth LLP, in Houston,
Texas, informs Judge Greendyke that the Order does not
accurately reflect the Court's ruling and the Lenders and the
Debtors' agreement that the replacement lien granted will be
limited to what is provided in Section 361 of the Bankruptcy
Code.

Bankruptcy Code Section 361 provides that:

      "[a] replacement lien should be limited "to the extent that
      a stay, use, sale, lease, or grant results in a decrease in
      the value of a entity's interest in the property."

Ms. Gore notes that the Final DIP Order provides for a
replacement lien in all postpetition collateral to secure any
decrease in the value of the prepetition collateral from the
stay, use, sale, or lease under Section 363 of the Bankruptcy
Code.  This is without limiting the replacement lien to the
Prepetition Lenders' interest in the Prepetition Collateral.
Accordingly, Ms. Gore asserts that the Final DIP Order should be
altered to provide that the replacement lien is limited to any
decrease in the value of the Prepetition Lenders' interest in
the Prepetition Collateral as provided by Section 361(2).

During the hearing on the DIP Financing Motion, the Creditors'
Committee objected to the unencumbered assets becoming
potentially subject to the Prepetition Lenders' replacement lien
but was overruled by the Court.  In the Final DIP Order,
however, the Court not only subjected unencumbered assets to
potential lien but also precluded the Committee from using the
proceeds of the unencumbered assets to the extent the assets are
Postpetition Collateral, to pursue avoidance actions against the
Prepetition Lenders.  The Committee does not believe that this
was the Court's intent.  The Committee now asks the Court to
make appropriate changes to the Final DIP Order. (Encompass
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EOTT ENERGY: Names New Post-Emergence Board of Directors
--------------------------------------------------------
EOTT Energy Partners, L.P., (OTC Pink Sheets: EOTPQ) has
identified individuals to serve on the Board of Directors of
EOTT Energy LLC upon implementation of its Plan of
Reorganization. The Plan is expected to become effective on
March 1, 2003. Under the terms of the Plan of Reorganization,
EOTT Energy Partners, L.P., will emerge from bankruptcy as a new
entity, EOTT Energy LLC, as the owner of the limited
partnerships through which EOTT's business is operated.

Joining the Board are: J. Robert Chambers, a managing director
at Lehman Brothers, Inc.; Julie H. Edwards, executive vice
president, finance and administration and chief financial
officer of Frontier Oil Corporation; Robert E. Ogle, a managing
director in the Corporate Advisory Services practices of Huron
Consulting Group; S. Wil VanLoh, Jr., president, co-founder and
managing partner, Quantum Energy Partners; and Daniel J.
Zaloudek, founder of multimedia content company IMEDIA, and a
former senior executive with international oil and gas
operations of Koch Industries. Thomas M. Matthews, the former
chief executive officer of Avista and former president of NGC
Corporation, and James M. Tidwell, chief financial officer and
vice president of finance for WEDGE Group Incorporated, will
also join the new Board.  Mr. Matthews and Mr. Tidwell currently
serve on the Board of EOTT Energy Corp., the General Partner of
EOTT Energy Partners, L.P.  Mr. Matthews will serve as Chairman
of the new board.

Commenting on the prospective Board reorganization, EOTT's
President and Chief Executive Officer, Dana R. Gibbs said, "The
members of the new board are distinguished by their extensive
expertise and relevant business experience. Drawing on
backgrounds in energy services, finance and business
reorganization, we look forward to their individual
contributions to our strong framework for competing in the
future, with solid customer relationships, a stronger financial
position and a clear plan for growth."

EOTT Energy Partners, L.P., and its subsidiaries filed for
protection under Chapter 11 of the U.S. Bankruptcy Code on
October 8, 2002 in the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division (Bankr. Case
No. 02-21730), under a "fast track" process to significantly
reduce its debt, restructure its finances, and formalize a
complete separation from Enron Corp.

Following is background information about each of the members of
EOTT's new board:

                     J. ROBERT CHAMBERS

Mr. Chambers is currently a Managing Director at Lehman
Brothers, Inc., where he manages the Lehman Energy Fund
portfolio with 13 years of energy finance experience. Earlier,
he was a fixed income analyst in Lehman's High Yield Department,
covering the energy sector. During this time, he was named to
the Institutional Investor All-American Research Team on five
separate occasions. Mr. Chambers has been involved in numerous
energy company restructurings/bankruptcies, including
Forcenergy, Costilla Energy, Dailey International, Rigco North
America, and Presidio Oil Company. Prior to his tenure with
Lehman Brothers, Mr. Chambers served in the Investment Banking
Department of Kidder, Peabody & Company from 1989 to 1994.

Mr. Chambers graduated magna cum laude from Texas A&M with a
B.B.A. in Finance and Accounting.

                      JULIE H. EDWARDS

Ms. Edwards is Executive Vice President, Finance and
Administration, and Chief Financial Officer of Frontier Oil
Corporation in Houston, Texas, where she earlier held the posts
of secretary and treasurer. Prior to joining Frontier (formerly
Wainoco Oil), she was Vice President of Corporate Finance with
Smith Barney, Harris Upham & Co. Inc., in New York and Houston
where she focused on the energy sector. She began her career as
a petroleum geologist working with Amerada Hess Corporation and
American Ultramar, Ltd.

Ms. Edwards graduated from Yale College, Yale University, where
she earned a B.S. in Geology and Geophysics. She was awarded her
MBA with a concentration in Finance by Wharton Graduate School.

                      THOMAS M. MATTHEWS

Mr. Matthews currently provides strategic and advisory
assistance to companies, individuals and universities on
business, political and education issues. In his last corporate
post, Matthews served as CEO of Avista Corp., leading the
company in independent power, telecommunications, fuel cells and
the Internet, as well as the continued expansion of its electric
and gas utility operations. Before his tenure with Avista, Mr.
Matthews served as president of NGC Corp., where he was
responsible for oversight of worldwide operations, as well as
the company's corporate merger and acquisition, legal,
regulatory, and information technology functions. Previously,
Matthews was Vice President of Texaco, Inc. serving as president
of its refinery and marketing and global gas and power
divisions.

Mr. Matthews graduated with honors in civil engineering from
Texas A&M University. He has completed postgraduate training in
petroleum and natural gas engineering at the University of
Oklahoma and executive program training at Stanford University
in finance and Columbia University in international business.
Mr. Matthews also serves on the board of Environmental Power
Corporation.

                      ROBERT E. OGLE

Mr. Ogle is a Managing Director in the Corporate Advisory
Services practice of Huron Consulting in Houston, where he
focuses on corporate restructuring. Prior to his association
with Huron, Mr. Ogle was a partner with Arthur Andersen LLP, and
also a partner with Spicer & Oppenheim, where he led its
litigation support and bankruptcy practice. Earlier in his
career, he served in the internal audit department of Gulf Oil
Corporation and in private accounting practice.

Mr. Ogle graduated from Southern Illinois University-
Edwardsville with a B.S. in Accounting and received a Masters
Degree in Accounting from the University of Missouri-Columbia.
He is a Certified Public Accountant, member of the American
Institute of Certified Public Accountants, former Secretary and
Board of Director of the Texas Society of Certified Public
Accountants, and former President of the Houston Chapter of the
TSCPA. A member of the Association of Insolvency Accountants,
Mr. Ogle is a Turnaround Manager of the Association of Certified
Turnaround professionals, member of the American Bankruptcy
Institute and of the National Association of Bankruptcy
Trustees, and a Certified Fraud Examiner.

                     JAMES M. TIDWELL

Mr. Tidwell currently serves as Vice President and Chief
Financial Officer of WEDGE Group Incorporated, a position that
he has held since January 2000. WEDGE is a diversified firm with
subsidiaries in engineering and construction, hotel, oil and
gas, and real estate businesses. Prior to joining WEDGE, Mr.
Tidwell served as President of Daniel Measurement and Control, a
division of Emerson Electric Company and as Executive Vice
President and Chief Financial Officer of Daniel Industries Inc.,
a leading supplier of specialized equipment and systems to oil,
gas and process operators and plants to measure and control the
flow of fluids. Prior to joining Daniel Industries, Mr. Tidwell
served as Senior Vice President and Chief Financial Officer of
Hydril Company, a worldwide leader in engineering, manufacturing
and marketing premium tubular connections and pressure control
devices for oil and gas drilling and production.

Mr. Tidwell holds a B.S. degree in Business and a Masters degree
in Accounting from the University of Kansas. He is also a
Certified Public Accountant. Mr. Tidwell serves on the boards of
Pioneer Drilling Company, T3 Energy Services, and Tidelands
Geophysical and is a member of the audit committee of each.

                       S. WIL VANLOH, JR.

Mr. VanLoh serves as President and is a co-founder and Managing
Partner of Quantum Energy Partners, a private equity fund
specializing in the energy industry. He is responsible for co-
managing Quantum's investment activities, including investment
sourcing, due diligence, transaction execution and portfolio
company monitoring. Additionally, Mr. VanLoh actively works with
Quantum's portfolio companies on such activities as structuring
debt and equity placements, executing commodity hedges, and
providing merger, acquisition and divestiture advice. Prior to
Quantum, Mr. VanLoh co-founded Windrock Capital, Ltd., an energy
investment banking firm specializing in raising private equity
and providing merger, acquisition and divestiture advice for
energy companies. Earlier in his career, he was an investment
banker in Kidder, Peabody & Co.'s Natural Resources Group and
also with NationsBank Investment Banking.

Mr. VanLoh holds a degree in Finance from Texas Christian
University. He currently serves as director/manager of a number
of Quantum portfolio companies, including Saxet Energy, Ltd.,
Pointwest Energy Inc., Meritage Energy Partners, LLC, EnSight
Energy Partners, LP, Cougar Hydrocarbons Inc., Tri-C Energy, LP
and Rockford Energy Partners, LLC. He is a former
Director/Manager of Texoil, Inc., Crown Oil Partners, LP and
Parks & Luttrell Energy Partners, LP. Mr. VanLoh is a member of
the IPAA Finance Committee.

                      DANIEL J. ZALOUDEK

Mr. Zaloudek is a business investor, consultant and political
advisor based in Tulsa, Oklahoma. The founder of IMEDIA, inc.,
an international multimedia content company, he also owns
farming and ranching interests in Oklahoma. Mr. Zaloudek earlier
held several key executive positions at Koch Industries in
Wichita Kansas, and was responsible for all aspects of Koch's
international oil and gas business. Prior to Koch Industries, he
served as engineer, economic coordinator and business manager
for Exxon.

Mr. Zaloudek holds a M.B.A. from Louisiana State University and
a B.S. in Mechanical Engineering from Oklahoma State University.
He is a member of the Board of Trustees for Oklahoma State
University in Tulsa, and was a member of the OSU Foundation
Board of Governors and Board of Trustees and served as chairman
of the Foundation. He is also a former member of the Board of
Directors of the American Legislative Exchange Council (ALEC)
and the Wichita Technology Corporation, a joint public-private
organization.

The Plan of Reorganization was confirmed on February 18, 2003 by
the U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi. The Plan will become effective on March 1, 2003.
However, EOTT's Plan of Reorganization is subject to appeal for
ten days following the entry date of the Court's orders.

For current information on the plan of reorganization, please
see updates at http://www.eott.com

EOTT Energy Partners, L.P., is a major independent marketer and
transporter of crude oil in North America. EOTT also processes,
stores, and transports MTBE, natural gas and other natural gas
liquids products. EOTT transports most of the lease crude oil it
purchases via pipeline that includes 8,000 miles of intrastate
and interstate pipeline and gathering systems and a fleet of
more than 230 owned or leased trucks. The partnership's common
units are traded under the ticker symbol "EOTPQ: PK".


EVERCOM INC: Concludes Exchange Offer Completing Restructuring
--------------------------------------------------------------
Evercom, Inc., announce the completion of the fundamental
restructuring of its balance sheet, which will allow it to start
2003 with a new and strong financial position.

"Evercom is extremely pleased with finalizing this last step in
our journey to restructure the balance sheet of this company,"
said Dick Falcone, the company's Chief Executive Officer. "The
fact that over 98% of the Bondholders have elected to convert to
equity evidences their confidence in the future of Evercom."

"We have an excellent leadership team, an excellent company and
now a very strong balance sheet," continued Mr. Falcone. "Going
forward, this affords us the opportunity to direct all of our
attention to reaching this company's full potential through a
focus on serving our customers with excellence and bringing them
new value-added applications as the leader in this industry."

Eric Hanson, the Chairman of the Adhoc Committee of Evercom's
bondholders said, "The new owners of Evercom are delighted to
have completed the debt for equity exchange and now look forward
to realizing Evercom's full potential in this growing component
of the U.S. law enforcement industry."

Evercom's exchange offer for its 11% Senior Notes due 2007 was
completed as of the 10:00 a.m. (EST) Wednesday. A total of
approximately 98.2% of the Notes were exchanged for 98% of the
equity in the restructured Evercom.

In connection with the restructuring, Evercom's existing
stockholders will receive warrants to acquire an aggregate of 2%
of the equity in the restructured Evercom and will also receive
warrants to acquire additional equity at substantially higher
values. The company will circulate letters of transmittal
shortly to the existing stockholders so that they can obtain
their equity in the restructured Evercom.

Evercom is a provider of inmate telecommunications systems,
serving approximately 2,000 correctional facilities throughout
the United States. The company has become a recognized leader in
providing comprehensive, innovative technical solutions and
responsive value-added service to the corrections industry.


EXIDE TECH.: Taps Katten Muchin to Render Special Legal Services
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates want to employ
Katten Muchin Zavis Rosenman as special counsel to provide
services with respect to issues that may arise during these
Chapter 11 cases related to intellectual property, advertising,
corporate and litigation matters.

The Debtors want Katten to represent them in connection with
their global intellectual property matters, including
prosecution of patent and trademark applications and enforcement
of Exide's intellectual property rights.  The Debtors also seek
Katten's representation in the areas of advertising and
marketing practices compliance, certain SEC and other corporate
regulatory matters, and litigation.

Specifically, with regard to intellectual property matters,
Exide has asked Katten to coordinate the prosecution of all its
domestic and foreign trademark, patent and copyright
applications, and the maintenance of its existing registrations,
as well as the policing and enforcement of those intellectual
property rights.  With regard to advertising compliance, Katten
will assist Exide in the development and implementation of a
global advertising and marketing practice compliance policy to
ensure continued compliance with regulatory obligations at the
federal, state and international level.  On corporate matters,
Katten will be advising Exide on issues relating to compliance
with the Sarbanes-Oxley Act of 2002, reporting requirements
under the Securities Exchange Act of 1934 and in connection with
the sale or acquisition of corporate entities.  Finally, from
time to time, Exide will seek assistance from Katten on
litigation matters involving various intellectual property,
commercial and other disputes, or where Exide desires to
consolidate the work of other ordinary course professional firms
to save expense and gain economies of scale in representation.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, informs the
Court that Katten has represented Exide since September 2002 on
intellectual property and corporate matters, including the
intellectual property and some corporate issues involved in the
possible sale of the shares or assets of an overseas subsidiary.
In addition to that project, Katten has represented Exide on a
variety of trademark and advertising compliance issues, as well
as interpretation of and compliance with the Sarbanes-Oxley Act
of 2002.  In the course of this representation, Katten has
developed substantial knowledge and understanding of the
Debtors' business and business strategies, which will allow
Katten to provide effective and efficient legal representation.

The Debtors believe that Katten's performance will ensure the
most economic and effective means for them to be represented in
connection with the Special Counsel Matters.  While certain
aspects of the representations may necessarily involve Katten,
as well as Kirkland & Ellis, the Debtors believe that the
services Katten will provide will be complementary to, rather
than duplicative of, the services to be performed by Kirkland &
Ellis. Furthermore, Ms. Jones states that the Debtors are
mindful of the need to avoid duplication of services and
appropriate procedures will be implemented to ensure minimal
duplication of effort, if any, as a result of Katten's role as
special counsel.  To the extent legal services are currently
being provided by other firms in the areas included in the
Special Counsel Matters, any redundancy will be eliminated, and
the expected cost savings will be achieved, as Exide
consolidates the work with Katten.

In accordance with Section 330(a) of the Bankruptcy Code, Ms.
Jones informs the Court that compensation will be payable to
Katten on an hourly basis, plus reimbursement of actual and
necessary expenses incurred by Katten.  Katten's hourly rates
are set at a level designed to compensate it fairly for the work
of its attorneys and paraprofessionals and to cover fixed and
routine overhead expenses.  Hourly rates vary with the
experience and seniority of the individuals assigned and may be
adjusted by Katten from time to time.  The current standard
hourly rates for the attorneys and paralegals who will be
primarily responsible for Exide's Special Counsel matters range
from:

        Partners                        $395 - 475
        Associates                       190 - 325
        Paralegals                       120 - 175

Katten Partner Roger P. Furey, Esq., assures the Court that the
firm does not represent or hold any interest adverse to the
Debtors or their estates with respect to the matters on which
Katten is to be employed.  Furthermore, Katten does not have any
connection with any creditor or other parties-in-interest, or
their attorneys or accountants, or the Untied States Trustee or
any of its employees.

However, Mr. Furey discloses that Katten represents Maan Shyang
Battery Enterprise Co., a general unsecured creditor of the
Debtors.  Katten's representation of this creditor has been
limited to the filing of a proof of claim on behalf of the
creditor in this case, and may involve further activity if the
Debtors object to the claim. (Exide Bankruptcy News, Issue No.
18 Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Wants Approval for Flexitallic Deed of Compromise
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the
Court to approve a settlement agreement compromising and
resolving certain claims with respect to eight Flexitallic
entities.  The Debtors entered into a Deed of Compromise that
resolves a three-year old litigation between certain debtor and
non-debtor defendants and Flexitallic over the Debtors' sale of
one of the gasket and sealing materials manufacturing divisions
to Flexitallic in 1997.

The Debtors explain that Flexitallic brought a suit in 1999
before the High Court of Justice, Queens Bench Division,
Commercial Court against these defendants:

(a) Debtor defendants:

      * T&N Limited;
      * T&N Investments Limited;
      * T&N Industries Inc.;
      * T&N Shelf Twenty Limited;
      * T&N Shelf Twenty-One Limited;
      * Federal-Mogul Export Services Limited; and
      * Gasket Holdings Inc.; and

(b) Non-debtor subsidiaries:

      * 681481 Ontario Limited;
      * Federal-Mogul Vermogensvwaltungs GmbH or F-M Burscheid;
        and
      * Federal-Mogul Friction Products a.s. or F-M Prague.

The Flexitallic entities include:

     * Flexitallic Group, Inc.;
     * Flexitallic, Inc.;
     * Flexitallic Ltd.;
     * Flexitallic GmbH;
     * Bohemian Technical Textiles sro;
     * Flexitallic Canada Corporation;
     * Flexitallic Investments Inc.; and
     * Flexitallic L.P.

Pursuant to the lawsuit, Flexitallic sought eight claims for
relief, consisting of various breach of contract claims and a
single environmental claim arising from damages resulting from a
defective product, for a total of GBP7,300,000 in claims.  Some
of the eight claims in the Flexitallic Action, totaling
GBP800,000, were settled before the Petition Date, but the rest,
representing the majority of the potential liability to the
Defendants, remained.  The commencement of the Debtors'
bankruptcy cases in the United States and England stayed the
Flexitallic Action against the Debtor Defendants.  The lawsuit,
however, proceeded against the Non-Debtor Defendants.

During the course of the lawsuit, Flexitallic dropped certain
claims against some of the Non-Debtor Defendants, some of which
remain stayed as against the Debtor Defendants, and limited the
active prosecution of the lawsuit to the European defendants,
F-M Burscheid and F-M Prague.  Flexitallic's GBP6,200,000 claims
against the European Non-Debtor Defendants went to trial.

At the trial, Flexitallic dropped all claims against F-M
Burscheid and most against F-M Prague, but continued to proceed
against F-M Prague on one claim for GBP2,800,000.  However, F-M
Prague prevailed on all counts and received -- as is a typical
practice in English courts -- an order for costs against
Flexitallic.  Flexitallic became, and is currently, liable for
the European Non-Debtor Defendants' attorney's fees and costs
associated with defending the lawsuit.  Flexitallic appealed.
If Flexitallic prevails on appeal, the Debtors expect that the
order for costs will be vacated and the European Non-Debtor
Defendants could become liable for Flexitallic's attorney's
fees.

Under the Deed of Compromise, the Debtors relate that
Flexitallic has agreed to dismiss all of its claims.  In
exchange, both Debtor and the Non-Debtor Defendants will not
enforce the order for costs against Flexitallic.  The Defendants
also have agreed to some minor concessions regarding a real
property that the Defendants currently lease to Flexitallic.
The Defendants will allow some flexibility to sub-let or
surrender to a new tenant the real property currently leased to
Flexitallic.

Although there is some value to the right to have F-M Prague
attempt to collect attorney's fees from Flexitallic, the Debtors
tell the Court that even the order of costs is not a certainty
at this point.  The order of costs will not stand if Flexitallic
prevails on the appeal.  It might also be possible that some of
the stayed claims that Flexitallic asserted against the Debtor
Defendants have some merit.  In that case, the Debtor Defendants
do not expect to recover an order of costs.

The Debtors maintain that the English Administrators have
reviewed the Deed of Compromise and fully support it. (Federal-
Mogul Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FRIENDLY ICE CREAM: Will Hold Q4 Conference Call on Wednesday
-------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX:FRN) will hold its 2002
fourth quarter conference call on Wednesday, February 26, 2003
at 10:00 a.m. Eastern Time.

This call is being webcast by CCBN and can be accessed at the
Company's Web site at http://www.friendlys.comunder the
Investor Relations section.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network. Institutional investors can access the call
via CCBN's password-protected event management site,
StreetEvents -- http://www.streetevents.com

Friendly Ice Cream Corporation, with a total shareholders'
equity deficit of about $89 million, is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in more than
550 company and franchised restaurants throughout the Northeast.
The company also manufactures ice cream, which is distributed
through more than 3,500 supermarkets and other retail locations.
With a 68-year operating history, Friendly's enjoys strong brand
recognition and is currently revitalizing its restaurants and
introducing new products to grow its customer base. Additional
information on Friendly Ice Cream Corporation can be found on
the Company's Web site at http://www.friendlys.com

DebtTraders says Friendly Ice Cream Corp.'s 10.500% bonds due
2007 (FRN07USR1) are trading at about 98 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=FRN07USR1
for real-time bond pricing.


GENUITY INC: Court Approves De Minimis Asset Sale Procedures
------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained Court approval
to implement its proposed De Minimis Asset Sale Procedures on
these terms:

     A. the Debtors will only be authorized to sell assets that
        the Debtors could otherwise sell without violating the
        Asset Purchase Agreement with 360 Networks;

     B. the Debtors will be permitted to sell De Minimis Assets
        where the sale price for a specified De Minimis Asset or
        groups of related De Minimis Assets is $1,500,000 or
        less. If the sale price for a specified De Minimis Asset
        or groups of related De Minimis Assets is $350,000 or
        less, the Debtors will be authorized to sell the property
        in the ordinary course of business pursuant to Section
        363(c) of the Bankruptcy Code without further notice or
        further order of the Court.  These De Minimis Sales will
        be deemed final and fully authorized by the Court, and
        will be free and clear of all Liens to the fullest extent
        permitted by Section 363(f) of the Bankruptcy Code.

     C. if a proposed sale price for a specified De Minimis Asset
        or groups of related De Minimis Assets is in excess of
        $350,000, but no more than $1,500,000, the Debtors will
        be permitted to consummate a sale under these procedures
        in lieu of a separate notice and hearing for each sale:

        -- the Debtors will give notice via e-mail, facsimile, or
           overnight delivery service of each proposed sale to:

           a. counsel for the Creditors' Committee,

           b. the United States Trustee's Office,

           c. counsel to the administrative agent for the
              Debtors' prepetition credit facility, and

           d. any and all parties known to the Debtors as holding
              or asserting an interest in the De Minimis Assets
              subject to sale;

        -- the notice will specify:

           a. the De Minimis Assets to be sold;

           b. the identity of the proposed purchaser;

           c. the relationship, if any, that the proposed
              purchaser has with the Debtors;

           d. the identities of any parties holding liens on or
              other interests in the assets;

           e. the current estimated value of the assets to be
              sold; and

           f. instructions consistent with the procedures to
              assert objections to, or requests for time to
              evaluate, the proposed sale;

        -- the Notice Parties will have 5 business days from the
           date on which the Sale Notice is sent to object to, or
           request additional time to evaluate, the proposed
           sale. All objections or requests should be in writing
           and delivered to:

              Genuity Inc.
              225 Presidential Way, Woburn, MA 01801
              Attn: Ira H. Parker

                       and

              Debtors' counsel, Ropes & Gray
              One International Place, Boston, MA 02110
              Attn: Don S. DeAmicis

           If no written objection or request for additional time
           is received by Genuity and Ropes & Gray within the 5-
           day period, the Debtors will be authorized to
           consummate the proposed sale and to take actions as
           are reasonable or necessary to close the sale and
           obtain sale proceeds;

        -- if any Notice Party timely provides a written request
           to Genuity Inc. and Ropes & Gray for additional time
           to evaluate the proposed sale, the Notice Party will
           have an additional 10 calendar days to object to the
           proposed sale.  The Debtors may consummate a proposed
           sale of De Minimis Assets, after objection, if the
           objecting party consents or withdraws its objection,
           and with the consent of any Notice Party to any change
           of the terms of the proposed sale that are materially
           adverse to the Notice Party;

        -- if any Notice Party submits a written objection to the
           proposed sale so that the objection is received by
           Genuity Inc. and Ropes & Gray on or before the 5th
           business day after the Sale Notice is sent, the
           Debtors and the objecting Notice Party will use good
           faith efforts to resolve the objection.  If the
           Debtors and the objecting Notice Party are unable to
           achieve a resolution, the Debtors will not proceed
           with the proposed sale without Court approval, after
           notice and a hearing;

     D. nothing will prevent the Debtors, in their sole
        discretion, from seeking the Court's approval at any time
        of any proposed sale of assets after notice and a
        hearing;

     E. the Sales Procedures will not apply to sales of assets to
        an "insider," as defined in Section 101(31) of the
        Bankruptcy Code.  Any sale will continue to require Court
        approval after notice and a hearing as set forth in
        Section 363(b) of the Bankruptcy Code;

     F. any Lien on any De Minimis Assets sold without further
        court order will be deemed to attach to an amount of cash
        or cash equivalents held by the Debtors equal to the net
        proceeds of the sale; and

     G. if the proposed sale price is greater than $1,500,000,
        the Debtors will be required to file a motion with the
        Court requesting approval of the sale pursuant to Section
        363 of the Bankruptcy Code.

The Debtors further obtained authority to execute and deliver
all instruments and documents, and take other actions as may be
necessary or appropriate to implement and effectuate the Sale
Procedures as approved by this Court.

The Court also approved any and all sales of De Minimis Assets
in accordance with the terms of the Sales Procedures free and
clear of all Liens.  The Court finds and holds that all
purchasers of the De Minimis Assets or interests in the De
Minimis Assets, who purchase these Assets in accordance with the
Sale Procedures set forth, are entitled to the protections
afforded by Section 363(m) of the Bankruptcy Code. (Genuity
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENSCI REGENERATION: Launches New Accell Graft Putty Product
------------------------------------------------------------
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.  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 on all new products can be found at:
http://www.gensciinc.comthe Company's newly revised web site.

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.


GLOBAL CROSSING: Wins Nod to Reject Corporate Headquarters Lease
----------------------------------------------------------------
Pursuant to Sections 363 and 365 of the Bankruptcy Code, Global
Crossing Ltd., and its debtor-affiliates obtained the Court's
authority to:

     -- reject that certain non-residential real property lease
        dated April 17, 2000, between MSGW and Global Crossing
        Development Co. for Giralda Farms; and

     -- to enter into the New Lease.

Global Crossing Ltd., and its debtor-affiliates' headquarters
are currently located at 7 Giralda Farms in Madison, New Jersey,
where they occupy 203,183 square feet of space at $555,000 per
month.  The GX Debtors are no longer in need of this large
amount of space. Accordingly, the GX Debtors have decided to
reject the lease for Giralda Farms and enter into a lease for a
smaller space that will replace Giralda Farms as their
headquarters.

After negotiations with numerous landlords, including MSGW New
Jersey I, LLC, the landlord for Giralda Farms, the GX Debtors
have reached an agreement with 200-224 Park Avenue LLC to enter
into a lease for space located at 200 Park Avenue in Florham
Park, New Jersey.  The Florham Park Premises requires
substantial construction and other work before the space is
ready for use and occupancy by the GX Debtors.  The Renovations
will take about 90 days to complete.  Park Place has asserted
that they will not commence the Renovations until the Court
approves the GX Debtors' entry into the New Lease.

At the GX Debtors; behest, Judge Gerber to approve a letter
agreement.

The principal terms and conditions of the New Lease are:

     A. Premises Leased: 45,000 square feet of the third floor of
        the building located at 200 Park Avenue in Florham Park,
        New Jersey;

     B. Base Rent: $990,000 for the first lease year; $1,350,000
        for the second lease year; $1,440,000 for the third lease
        year; and $1,485,000 for the fourth through seventh lease
        years.  The Base Rent is subject to adjustment;

     C. Term: 7 years;

     D. Security Deposit: $1,350,000, subject to adjustment;

     E. Assignment and Subletting: The Debtors may assign the
        Lease only with Park Avenue's prior written consent,
        subject to certain terms and conditions;

     F. Termination: During the first 180 days of the lease term,
        the Debtors will have a one-time right to terminate the
        New Lease, which termination will be effective on the day
        immediately preceding the first anniversary of the
        Commencement Date of the New Lease, provided that
        simultaneously with the termination the Debtors will pay
        Park Avenue $2,790,000.

The salient terms of the Letter Agreement are:

     A. Option Periods: The Debtors will have the right to three
        successive options to remain in possession of the entire
        Demised Premises subsequent to February 28, 2003 for an
        additional period of 30 days;

     B. Terms and Conditions: The terms and conditions of the
        Original Lease will be in effect during each of the
        Option Periods, except that:

        -- the Monthly Fixed Rent payable during each of the
           Option Periods will be an amount equal to $136,791.67
           for the entire Demised Premises, which amount is
           calculated at the rate of $24.50 multiplied by a
           deemed Rentable Area of 67,000 square feet; and

        -- all other terms in the Lease that are calculated using
           the Rentable Area as a factor will be appropriately
           adjusted based on the deemed Rentable Area, including
           the Tenant's Proportionate Share;

     C. Notice: The Debtors will give notice in writing to MSGW
        of its intention to extend its occupancy at least 20 days
        prior to February 28, 2003 and at least 20 days prior to
        the expiration of the first or second Option Period, as
        the case may be; and

     D. Court Approval: The Letter Agreement is contingent on
        Bankruptcy Court approval.  If approval is not obtained
        by January 31, 2003, then the Letter Agreement, and all
        rights and obligations of the parties thereunder, will
        terminate. (Global Crossing Bankruptcy News, Issue No.
        33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1),
DebtTraders says, are trading at 3 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GOLDBLATT'S: Taps Great American to Conduct Store-Closing Sales
---------------------------------------------------------------
Great American Group, one of the nations leading asset
management firms, has commenced store-closing sales for 4
remaining Goldblatt's Bargain Stores. The sale started on
February 17, 2003 in the Chicagoland area, and follows 2 store-
closings Great American Group began in mid-January.

Approximately $7 million of inventory will be liquidated during
the 8-10 week sale period. Customers may take advantage of steep
discounts throughout the store on merchandise including: apparel
and accessories for men, women, children, and infants,
electronics, appliances, cosmetics, hardware, toys, sporting
goods, and much more.

Facing intense competition from the increase of national
discount retailers, Goldblatt's failed to persevere and was
forced to shut its doors. "We are saddened that Goldblatt's,
which has been a fixture of the Chicago retail landscape for
years, was unable to ultimately turnaround their financial
situation. Rest assured that sales will be conducted with the
respect Goldblatt's and its customers deserve," stated Thomas E.
Pabst, Chief Administrative Officer of Great American Group. In
the past several years, Great American Group has assisted in
numerous store-closings for Goldblatt's. Goldblatt's choice in
using Great American Group to close their last stores reaffirms
their confidence in Great American Group's experience and
reputation of excellence.

Great American Group provides financial services to North
America's most successful retailers, distributors, and
manufacturers. Their well-established services center on turning
excess assets into immediate cash through strategic store
closings and wholesale and industrial liquidations and auctions.
In the past several years, they have converted over $15 billion
of problem inventories into cash. With over 30 years of
liquidation experience, Great American Group has successfully
completed over 1,000 transactions. Headquartered in Los Angeles,
Great American Group also has offices in Chicago, Boston, and
New York. For more information, please visit the Great American
Group Web site at http://www.greatamerican.com


GROUPE SOTO: Ailes de la Mode Takes Action re Payment Default
-------------------------------------------------------------
In response to a judicial application filed by Ailes de la Mode
citing his firm, Mr. Kourosh Salas, President of Groupe Soto, a
company specialized in high-quality restaurant business and
catering, wishes to provide the following clarification.

It is true that Groupe Soto owes a certain amount of money to
the downtown Ailes de la Mode and that there is currently a
dispute between the two parties. However, Mr. Salas says that he
is surprised to see this disagreement splashed in the media
while the two parties are still negotiating. He says that he is
disappointed that Ailes de la Mode should have decided to take
legal proceedings.

President Salas adds that he has always respected his
commitments and has never had any intention of reneging on them.
"I have invested over $1.5 million of my own money in this
project in order to set up top-quality establishments, as in all
my other divisions."

Unfortunately, Complexe Les Ailes de la Mode has not had the
hoped-for commercial success and consumers have not responded to
the extent anticipated.  Mr. Salas went on to mention that he is
a lessee of Ailes de la Mode, itself a lessee of Ivanhoe
Cambridge, a commercial development enterprise with which, over
the years, a cordial and transparent relationship has been
established.

According to Mr. Salas, the default of payment is due to two
main reasons: the refusal of Ailes de la Mode to provide
documentary evidence that it has paid its rental to Ivanhoe
Cambridge and, finally, the failure by Ailes to honour unpaid
invoices for close to $50,000 and relating to the many
receptions catered for by Soto.

Mr. Salas likewise wishes to specify that none of the Groupe
Soto development projects, and more particularly those engaged
in with the Caisse de depot et de placement du Quebec, has been
affected, and that everything is proceeding according to the
agreed upon standards and schedules.

Kourosh Salas insists that he and his group remain ready to take
part in the development of the downtown Complexe Les Ailes de la
Mode and to continue providing very high-quality operations and
services, as Soto has always done in the past.

Groupe Soto has for many years operated four top-of-the-line
Japanese restaurants, 15 Soto Express units and other forms of
catering.


HOLIDAY RV: Nasdaq Knocks-Off Shares Effective February 21, 2003
----------------------------------------------------------------
Nasdaq Listing Qualifications Panel has determined to delist
Holiday RV Superstores, Inc.'s (Nasdaq: RVEE) common stock from
the Nasdaq SmallCap Market effective with the open of business
on Friday, February 21, 2003. In addition, the Company's common
stock could not immediately eligible to trade on the OTC
Bulletin Board because the Company was not current in all of its
periodic reporting requirements under the Securities Exchange
Act of 1934, as amended.

As previously announced, the Company is late in filing its form
10-K.  The delisting of the Company's common stock from Nasdaq
SmallCap Market may adversely affect the liquidity of the
Company's common stock. The Company expects that its common
stock will be quoted on the "pink sheets," whereupon trading in
the Company's common stock would be subject to certain rules and
regulations promulgated under the Securities Exchange Act of
1934, as amended, which impose additional sales practice
requirements on broker-dealers. The additional burdens imposed
upon broker-dealers by such requirements may discourage broker-
dealers from effecting transactions in the common stock, which
could severely limit the market liquidity of the common stock.

Holiday RV operates retail stores in Florida, Kentucky, New
Mexico, South Carolina, and West Virginia. Holiday RV, the
nation's only publicly traded national retailer of recreational
vehicles and boats, sells, services and finances more than 90 RV
brands.

                          *    *    *

As reported in Troubled Company Reporter's January 21, 2003
edition, the Company admitted it is in default on an additional
$5.1 million in secured debt owed to an investor.

Further, the $12.3 million owed to the investor is due and
payable upon demand. There can be no assurance as to the actions
which the investor may take with regard to the loans. The
Company does not have the funds to repay either of these loans
and therefore, if the investor were to demand the Company to
repay either of these loans, such action would have a material
adverse consequence on the Company and raise substantial doubts
as to the Company's ability to continue as a going concern.

The Company continues to evaluate whether it is in the best
interests of the Company to continue to pursue the Company's
previously announced appeal, since it appears unlikely, based
upon the Company's current situation, that the Company will be
able to show current and future compliance with the Nasdaq
Marketplace Rules requiring that the Company maintain certain
minimum stockholders' equity and market value of publicly held
shares.


HOLLYWOOD ENTERTAINMENT: Working Capital Deficit Stands at $112M
----------------------------------------------------------------
Hollywood Entertainment Corporation, (Nasdaq: HLYW) owner of the
Hollywood Video chain of over 1,800 video superstores, announced
adjusted diluted earnings per share of $0.40 for the fourth
quarter ended December 31, 2002 meeting the high end of its
previously announced earnings guidance for the quarter.

For the fourth quarter ended December 31, 2002, the Company
reported total revenue of $412.1 million, an increase of 12%
over the total revenue of $367.3 million for the fourth quarter
last year. Comparable store sales for the fourth quarter from
rental products increased 6% and total comparable store sales
increased 12%.

The Company has adopted a change in its rental inventory
amortization estimates with respect to its estimated residual
values of movies under both the DVD and VHS formats. Effective
the beginning of the fourth quarter, the Company reduced its
estimated average residual value for movies under the DVD format
to $4 for both new releases and movies held in its library, and
$2 for new release VHS movies. The Company's previous average
estimated residual values were $4.67 and $3.16 for its new
release DVD and VHS movies, respectively, and $6 for DVD movies
held in its library. There was no change to the Company's
current estimated residual value of $2 for its VHS library
movies or to the Company's amortization periods for both the DVD
and VHS formats. As a result of this change, the Company now
amortizes new releases over a four-month period to average
residual values of $4 for DVD and $2 for VHS. With respect to
library movies acquired for rental, the Company amortizes DVD
over 60 months to $4 and VHS over 12 months to $2.

The Company's adjusted diluted earnings per share as reported
for the fourth quarter was negatively impacted by approximately
$4.1 million of incremental rental amortization expense as a
result of the change in its rental inventory amortization
estimates. Other items which impacted the quarter included,
incremental interest expense in the amount of $0.8 million
associated with the Company's 10.625% bonds, which were called
for redemption as reported in the Company's press release dated
December 17, 2002, and the benefit from a final confirmation of
a settlement of the Company's California class action lawsuit,
which was $1.6 million less than anticipated. This benefit is
reflected in the Company's general and administrative expenses.
Without the impact of these items the Company's adjusted diluted
earnings per share would have been $0.43.

During the fourth quarter, the Company continued its rollout of
its Game Crazy departments, adding 104 new departments to its
existing store base. In addition, during the quarter the Company
opened 33 new stores, 4 of which included a Game Crazy
department, bringing the total number of stores in operation as
of December 31, 2002 to 1831, 273 of which include a Game Crazy
department.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $112 million.

Commenting on this release, Mark Wattles, CEO and Founder, said,
"This was a great quarter for us. Game Crazy continued to add to
our revenues and store level profit and our core rental business
grew by 6%. We started the quarter estimating same store sales
of 10% and adjusted EPS in the range of $0.35 to $0.36 per
diluted share and ended the quarter at 12% and $0.40. Most
investors assumed that record breaking sales at mass merchants
would cause consumers to rent less when in fact our customers
increased their rentals over the prior year's forth quarter by
6% in spite of less time for watching movies caused by a
compressed shopping season. We are very excited about DVD and
its impact on our rental business and continue to look forward
to growth in our rental business in addition to the benefit we
are getting from our Game Crazy remerchandising initiative.

"With respect to the change in our rental inventory amortization
estimates, we now have approximately the same residual values as
our competitors and a shorter life for new releases than our
competitors which we believe makes our amortization policies in
total (including our longer life on library DVD) the most
conservative in the industry. We believe the reduced residual
values along with our amortization periods conservatively match
the future value and revenue streams generated off each of our
rental categories."

Income before taxes for the fourth quarter ended December 31,
2002 increased 20% to $44.2 million as compared to $36.9 million
last year. Diluted earnings per share as reported for the fourth
quarter was $2.29. The Company's reported income for the fourth
quarter benefited from the reversal of accruals for
restructuring charges in the amount of $0.8 million this year
and $7.0 million last year. In addition, as a result of the
Company's performance and its future outlook, net income for the
fourth quarter this year benefited from the recognition of its
remaining deferred tax assets, primarily net operating loss
carry forwards, which were previously unrecognized in the amount
of $111.1 million. Adjusting net income to exclude these items
and to give effect to a normalized effective income tax rate,
adjusted net income for the fourth quarter was $25.8 million, as
compared to $17.8 million last year.

The Company reported consolidated revenue of $1.490 billion for
the year ended December 31, 2002, an increase of 8% over the
$1.380 billion last year. This increase was the result of an
increase in comparable store sales for the year of 8%. Net
income, after extraordinary charges, as reported for the year
ended December 31, 2002, was $246.5 million as compared to
$100.4 million for the year ended December 31, 2001. Adjusting
net income for both years to reflect a normalized effective tax
rate and exclude the benefit for certain restructuring charge
reversals of $13.3 million in 2002 and $7.0 million last year,
net income before extraordinary charges for the year ended
December 31 2002, was $77.1 million as compared to $33.4 million
last year.

The Company, after consideration of the adoption of its new
residual values under its rental amortization policies,
reiterates its guidance for 2003 provided last month. For 2003,
the Company is targeting its comparable store sales increase to
be in the range of 12% to 14%. As previously announced, the
Company is targeting its adjusting diluted earnings per share to
be in the range of $1.40 to $1.45 per share. For the first,
second, third and fourth quarters, the Company is targeting
comparable store sales increases to be equal to or greater than
10%, 9%, 12% and 16%, respectively, by quarter and adjusted
diluted earnings per share to be at least $0.35, $0.28, $0.30
and $0.47, respectively, by quarter.

Hollywood Entertainment owns and operates the second largest
video store chain in the United States. Hollywood Entertainment
and Hollywood Video are registered trademarks of Hollywood
Entertainment Corporation.


INTELEFILM: Files Liquidating Plan and Disclosure Statement
-----------------------------------------------------------
iNTELEFILM Corporation, filed its Liquidating Chapter 11 Plan
and its accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the District of Minnesota.  Full-text
copies of the Plan and the Disclosure Statement are available
for a fee at:

   http://www.researcharchives.com/bin/download?id=030218022952

                             and

   http://www.researcharchives.com/bin/download?id=030218022807

After confirmation of the Plan, Debtor will continue to pursue
the ABC/Disney Lawsuit to conclusion and aid Jones, Day, Reavis
& Pogue in connection with all appeals.  In addition, the Debtor
will pursue the Riley/Hessian Claim to conclusion, liquidate the
remaining assets of the bankruptcy estate, file all necessary
tax returns of the Debtor and its subsidiaries, and take steps
to complete the dissolution of the Company's numerous
subsidiaries.

The Plan provides for the assumption of the Debtor's employment
contract with Richard A. Wiethorn.  The Debtor made that
agreement with Mr. Weithorn in July 2002, prior to the filing of
this case, to assure that Mr. Wiethorn would stay with the
Debtor for sufficient time to complete necessary work to wrap up
Debtor's affairs, including the preparation and filing of tax
returns and the review and objections to claims of creditors as
needed.  Mr. Wiethorn will be compensated at the rate of $95 per
hour for his services and will receive no benefits. Mr.
Wiethorn's employment will terminate when the Plan has been
fully consummated.

After the ABC/Disney Lawsuit is concluded, the Debtor intend to
distribute available cash, after expenses, to the creditors
holding claims against the Debtor up to the full amount those
claims and then, to the extent of additional cash, subject to
the Expense Reserve, pro rata to the Debtor's shareholders as of
the Record Date. It is expected that creditors will be paid in
full and that approximately $.30 - $.40 per share will be
distributed to shareholders assuming only nominal usage of the
expense reserve. If the Riley/Hessian Claim is resolved after
conclusion of the ABC/Disney Lawsuit, Debtor will distribute
that additional cash pro rata to creditors holding claims
against the Debtor, or, if those are already paid, pro rate to
Debtor's shareholders.

iNTELEFILM Corporation, a holding company for software
development, sales & products, filed for chapter 11 protection
on August 5, 2002 (Bankr. Minn. Case No. 02-3278). Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA
represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$10,516,867 in assets and $7,929,375 in debts.


INTERLIANT: Secures Plan Exclusivity Extension through March 20
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Interliant, Inc., and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors, until March 20, 2003, the exclusive right to
file their plan of reorganization, and until May 17, 2003, to
solicit acceptances of that Plan.

Interliant, Inc. is a provider of Web site and application
hosting, consulting services, and programming and hardware
design to support the information technologies infrastructure of
its customers. The Company filed for chapter 11 protection on
August 5, 2002 (Bankr. S.D.N.Y. Case No. 02-23150). Cathy
Hershcopf, Esq., and James A. Beldner, Esq., at Kronish Lieb
Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $69,785,979 in assets and
$151,121,417 in debts.


INTERNET CAPITAL: Dec. 31 Net Capital Deficit Tops $52 Million
--------------------------------------------------------------
Internet Capital Group, Inc., (Nasdaq: ICGE) reported its
results for the fourth quarter and fiscal year ended
December 31, 2002.

"Helping to guide our partner companies to success and
profitability remains the primary and unwavering focus of our
resources, energy and attention," said Walter Buckley, ICG's
chairman and CEO. "Despite ongoing challenges within the broader
macro environment, our companies have made progress this year
toward the important metric of positive cash flow. As we don't
anticipate any immediate respite from the current market
challenges, during 2003 we will continue to focus on driving
partner company progress and, in turn, stockholder value."

ICG reported consolidated GAAP revenue of $31 million and a net
loss of $40 million, for the fourth quarter of 2002,
representing the revenue of the companies ICG consolidates for
financial reporting purposes. This compares to consolidated GAAP
revenue of $34 million and a net loss of $41 million for the
comparable 2001 period. The 2002 quarter was impacted by gains
on the dispositions of Delphion and Logistics.com offset by
impairment, compensation and other charges which increased the
net loss in an aggregate amount of approximately $15 million.
The 2001 quarter was impacted by repurchases of convertible
notes offset by impairment and other charges, which decreased
the net loss in an aggregate amount of approximately $60
million.

ICG reported consolidated GAAP revenue of $108 million and a net
loss for the full year of 2002 of $102 million compared to
consolidated GAAP revenue of $116 million and a net loss of $2.3
billion for the corresponding 2001 period. The 2001 results were
impacted by non-cash impairment charges, goodwill amortization
and repurchases of outstanding convertible notes.

Internet Capital Group's December 31, 2002 balance sheet (as
adjusted) shows a total shareholders' equity deficit of about
$52 million.

                     Private Core Company Results

In an effort to illustrate macro trends within its private Core
partner companies, ICG provides certain total performance
measures reflecting 100% of the revenue and EBITDA for these
companies. ICG does not own these companies in their entirety,
and therefore this information should be considered in that
context. Private Core company historical results have been
adjusted to reflect the fourth quarter disposition of the assets
of Logistics.com, Inc. and Delphion, Inc.

Total revenue for ICG's private Core companies was $95 million
for the quarter, or a 6% increase over total revenue of $90
million during the third quarter of 2002, and a 12% increase
over the fourth quarter of 2001. Total private Core company
revenue for the full year ended December 31, 2002 was $353
million, up 14% from 2001 revenue of $309 million.

For the quarter, ICG's private Core companies also reported a
total $1 million EBITDA loss, excluding non-cash and non-
recurring items, as compared to a $9 million EBITDA loss in the
third quarter of 2002 and a $30 million EBITDA loss in the
fourth quarter of 2001. For the full year, the private Core
companies reported a total $54 million EBITDA loss as compared
to $222 million EBITDA loss during 2001.

"Although the improvement in EBITDA loss was a satisfying
achievement, we did enjoy the benefit of some seasonal factors
in the fourth quarter," said Buckley. "Therefore, we would
expect a deterioration in EBITDA in the first quarter of 2003."

ICG's average primary ownership in these private Core companies
has increased to 49%, as compared to 44% at the beginning of
2002.

                     Capital Allocation

In the fourth quarter, ICG deployed $21 million in cash for
follow-on activity at partner companies. This included a $16
million investment in ICG Commerce that, along with conversion
of a $10 million debt security, increased ICG's ownership from
56% to 75% on a primary basis. During the same period, the
Company realized divestiture proceeds of approximately $23
million, primarily as a result of the dispositions of the assets
of Logistics.com and Delphion. After corporate cash S,G&A
expense, a semi-annual interest payment and other net costs, the
decrease in net liquidity during the quarter was $10 million,
resulting in liquidity of $108 million at December 31, 2002 on
an ICG corporate basis.

Internet Capital Group, Inc. -- http://www.internetcapital.com
-- is an Internet company actively engaged in business-to-
business e-commerce through a network of partner companies. The
Company's primary goal is to build companies that can obtain
number one or number two positions in their respective markets
by delivering software and services to help businesses increase
efficiency and reduce costs. It provides operational assistance,
capital support, industry expertise, and a strategic network of
business relationships intended to maximize the long-term market
potential of its partner companies. Internet Capital Group is
headquartered in Wayne, Pennsylvania.


I-STAT CORP: Dec. 31 Balance Sheet Upside-Down by $29 Million
-------------------------------------------------------------
i-STAT Corporation (Nasdaq: STAT), a leading manufacturer of
point-of-care diagnostic systems for blood analysis, announced
its consolidated financial results for the fourth quarter and
full year 2002. Fourth Quarter Results

For the three months ended December 31, 2002, i-STAT's
consolidated net revenues were approximately $15.9 million, of
which $10.6 million were generated from cartridge sales. Gross
margin on total net revenues for the fourth quarter of 2002 was
$5.6 million, up 56.8% from approximately $3.6 million in the
fourth quarter of 2001. The net profit for the fourth quarter of
2002 was approximately $0.2 million. The net loss to common
stockholders for the quarter was approximately $0.3 million,
after Preferred Stock dividends of approximately $0.3 million
and accretion of Preferred Stock of approximately $0.1 million.

These consolidated results compare with consolidated net
revenues of $17.6 million, of which $11.4 million were generated
from cartridge sales, and a net loss of $2.6 million for the
three months ended December 31, 2001. The net loss to common
stockholders for the quarter ended December 31, 2001 was $1.8
million after Preferred Stock dividends of approximately $0.1
million and positive accretion of Preferred Stock of
approximately $0.9 million.

                     Full Year Results

For the year ended December 31, 2002, i-STAT's consolidated net
revenues were approximately $59.9 million, of which
approximately $42.0 million were generated from cartridge sales.
For the year ended December 31, 2001, the Company's consolidated
net revenues were $58.8 million, of which $40.1 million were
from cartridge sales.

Gross margin for the full year 2002 was approximately $14.8
million, up 38.4% from the gross margin for the full year 2001.
The increases in gross margin in the fourth quarter and full
year 2002 over the similar periods in 2001 were primarily the
result of improved cartridge production productivity, improved
cartridge yields and cartridge production cost reduction
programs.

The net loss for 2002 was approximately $62.8 million while the
net loss to common stockholders was approximately $64.6 million.
The net loss for the year ending December 31, 2002 includes a
$5.0 million termination fee triggered by announcement of the
Company's decision to allow its exclusive distribution agreement
with Abbott Laboratories to expire on December 31, 2003, along
with a charge for estimated termination payments to Abbott of
approximately $47.0 million, which payments are based upon the
estimated 2003 revenues attributed to Abbott. Additionally, the
Company will be required to repay a $5.0 million deposit from
Abbott. These payments related to termination of this agreement
will be made annually over a six-year period commencing
December 31, 2003. The net loss for 2002 also includes the
approximately $1.2 million impact of a decision to abandon
certain capital projects at our production facility in Canada
and an approximately $1.0 million charge arising out of a review
of the valuation of intangible assets following changes in the
Company's trademark and patent strategies. The net loss for 2001
was $23.2 million and the net loss to common stockholders was
$25.1 million or $1.33 per share. The 2001 net loss included
expenses of $10.5 million for the settlement of the patent
infringement litigation with Nova Biomedical Corporation and
$1.1 million related to the write-down of certain fixed assets.

As of December 31, 2002, i-STAT had approximately $27.1 million
in cash and cash equivalents. After adjustments, the Company's
December 31, 2002 balance sheet shows a total shareholders'
equity deficit of about $29 million.

In the fourth quarters of 2002 and 2001 the Company recognized
approximately $0.7 million and $1.1 million, respectively, from
the sale of State of New Jersey tax benefits.

Approximately 3.3 million cartridges were sold in the fourth
quarter of 2002, down 5.7% from record shipments in the fourth
quarter of 2001 of approximately 3.5 million units. In the year
ended December 31, 2002, approximately 12.6 million cartridges
were sold, an increase of 6.3% from the approximately 11.8
million cartridges shipped in 2001.

Analyzer sales for the fourth quarter of 2002 totaled 1,067
units, down 19.5% from the 1,326 units shipped in the fourth
quarter of 2001 while analyzer sales for the year ended December
31, 2002 were 4,001 units, a decrease of 8.5% from the 4,371
analyzers shipped in 2001. Overall, annual shipments of the
Company's i-STAT(R) 1 and Series 300 analyzers increased 26.2%
while shipments of the higher volume i-STAT 200 series analyzer
unit fell by approximately 26.9%. This shift to a newer model
with improved capabilities was observed in all markets, but was
especially notable to Fuso Pharmaceutical in Japan where sales
of the i-STAT 200 series analyzer fell by approximately 60.5%
while sales of the newer Series 300 increased by approximately
18.2%. Corporate Update

The i-STAT System is the leading product capable of providing
blood test results at the patient's bedside or the point-of-
care. It provides portable, hand-held analyzers and single-use,
disposable cartridges, the majority of which simultaneously
perform different combinations of commonly ordered blood tests
in approximately two minutes. Coagulation and immunoassay tests
take longer than two minutes because of the nature of these
tests. The i-STAT System requires the user to perform several
simple steps, the results of which can be easily linked by
infrared transmission to a health care provider's information
system. The i-STAT System is the standard of care for blood
analysis at the point of patient care, enabling rapid clinical
intervention, improved patient outcomes, and lower operational
costs.

During 2002, the Company took actions to broaden and strengthen
its management team in preparation for resumption of direct
product distribution in 2004. In May, Lorin Jeffry Randall
joined as senior vice president of finance, treasurer and chief
financial officer, charged with infrastructure rationalization
and cost reduction. In July, Gregory W. Shipp, M.D. joined as
vice president of medical affairs with a charter to lead a team
focused on conducting prospective clinical studies to document
the efficacy of point-of-care blood testing. In August, Bruce F.
Basarab joined as executive vice president of commercial
operations to lead the entire marketing, sales and operations
thrust as the Company returns to direct product distribution.
These and other key personnel moves have positioned the Company
to take maximum advantage of the 2003 transition year and be
well positioned to take optimal advantage of its direct product
distribution opportunity commencing in January of 2004.

Actions to prepare for the transition to direct product
distribution began early in 2002 with an aggressive program to
staff 12 senior sales consultant positions. We believe that
broad adoption of the concept of point-of-care blood testing by
the clinical, management and laboratory leaders in individual
high volume hospitals is critical to reestablishing the
aggressive rates of sales growth seen earlier in the Company's
history. The majority of these sales consultant positions were
filled last spring and the new consultants, supplementing three
long-tenured consultants who have been working with Abbott
personnel, are becoming increasingly established in their
territories and skilled in managing this complex, consultative
sale.

Hiring of a second sales force, focused on existing customers,
began late in 2002 and will conclude this spring with a total of
15 sales specialists. These sales professionals are responsible
for introducing the Company's new products to existing customers
and for managing lateral adoption growth within each existing-
customer hospital by adding departments that did not adopt
point-of-care blood testing and the i-STAT System initially.
This team will also be fully trained and operational by January
1, 2004.

The i-STAT System and point-of-care testing have been promoted
through the marketing efforts of Abbott during the term of our
agreement, along with Abbott's many other diagnostic products,
most of which address the needs of the hospital central clinical
laboratory. In 2003, we will launch an intensive marketing
program, focused solely on accelerating the adoption of point-
of-care blood testing and adoption of the i-STAT System. This
program is being led by a newly hired director of marketing and
will feature direct clinician contact at meetings, symposia and
conventions, journal articles, direct mail, telemarketing, user
groups, product positioning studies and other interventions to
aggressively bring the value of the i-STAT System to clinicians
and administrators in target hospitals.

While point-of-care blood testing with its inherently faster
therapeutic turnaround time is broadly assumed and anecdotally
reported to be of significant value in securing superior patient
clinical outcomes, little exists in the literature to support
these reports. In 2002, the Company initiated sponsorship of an
initial panel of five prospective clinical studies, conducted by
independent investigators and targeted at documenting the
clinical value, if any, of rapid, accurate blood test results at
the point of patient care. These trials will study such outcomes
as reduction in the need for blood replacement with lower test
volumes, reduction in ventilator time and ICU length of stay
with rapid monitoring of blood gases, and reduction in morbidity
and mortality with trauma patients. The studies will result in
peer-reviewed publications available to the clinical community.
One of these studies is underway with approximately 50% of the
patients enrolled. Protocols for the other four initial studies
are being developed. These studies are being conducted at major
research hospitals including Stanford University Medical Center,
Sentara Norfolk General, Cedars-Sinai Medical Center and Harris
Methodist Medical Center. Results of the initial study are
anticipated by the end of 2003, with publication possible in
mid-2004.

                       New Product Programs

Prothrombin Time (PT) -- In 2002, i-STAT received Food and Drug
Administration (FDA) clearance to market its prothrombin time
test used to monitor patients on anti-coagulant therapy, such as
COUMADIN(R), to prevent blood clot formation. Commercial
distribution of a "finger stick" version of this product
offering ease-of-use superior to current, competitive point-of-
care products and therefore supportive of increased testing
frequency will begin during the first quarter of 2003.

Troponin I -- This cardiac marker, the Company's first
immunoassay test, is specified in new guidelines published by
the American College of Cardiology (ACC) and the European
Society of Cardiology (ESC) which stress the need to obtain
rapid test results to speed diagnosis and therapeutic
intervention for patients who may have suffered cardiac injury.
Clinical trials to collect data in support of the filing of a
510(k) Notification with the FDA began in December 2002 at
Hennepin County Medical Center in Minneapolis (University of
Minnesota affiliate). Earlier trials of the Company's Troponin I
test have demonstrated sensitivity equivalent to that available
from central laboratory testing systems while providing the
clinician with a reading of the patient's Troponin I level in
approximately 10 minutes, compared to the 30-60 minute answers
provided by the best central labs. The Company expects to file
its 510(k) Notification this spring seeking permission to market
its Troponin I test.

Kaolin Activated Clotting Time (ACT) -- In the fall of 2002, the
Company filed a 510(k) Notification with the FDA seeking
permission to market its kaolin ACT coagulation test. This
coagulation test is the companion test to the Celite(R) ACT
coagulation test already being marketed by the Company. It is
critical that patients undergoing invasive cardiac procedures
have the coagulation characteristics of their blood monitored
constantly. Clinicians select either the Celite ACT or the
kaolin ACT test, based upon the specific drug therapy being
used. The Company believes that the ability to market both of
these tests will increase the utility of the i-STAT System in
cardiovascular operating rooms.

i-STAT Corporation develops, manufactures and markets diagnostic
products for blood analysis that provide health care
professionals critical diagnostic information accurately and
immediately at the point of patient care. Through the use of
advanced semiconductor manufacturing technology, established
principles of electrochemistry and state-of-the-art computer
electronics, i-STAT developed the world's first hand-held
automated blood analyzer capable of performing a panel of
commonly ordered blood tests on two or three drops of blood in
just two minutes at the patient's side.


ITEX CORP: Board of Directors Adopts Cost Reduction Initiatives
---------------------------------------------------------------
ITEX Corporation (OTC Bulletin Board: ITEX.OB), a business
services and trading company, released information regarding
several significant actions undertaken at Thursday's Board of
Directors meeting. The Company had recently announced the
appointment of a new slate of outside Directors through a
majority vote of its shareholders, which punctuated a yearlong
corporate restructuring effort conducted by the executive
management team.

Measures taken by the Board at today's meeting included:

      -- The Board took actions to reduce legal, accounting, and
professional fees, which should result in an estimated savings
of $25,000 per quarter through the remainder of fiscal year
2003.

      -- Each of the newly elected four outside Directors were
issued 40,000 shares of ITEX Corporation stock for their full
term. The shares were calculated at the higher value of the
twelve months trailing average or today's closing price; $0.22
was the higher value based on Wednesday's close. The Company
expects to realize an estimated cash savings of $35,000 per
quarter through calendar year 2003, based on the absence of cash
compensation for the Directors.

      -- The Compensation Committee retained an independent
financial consultant to calculate an appropriate valuation for
the number of shares the former outside directors granted
themselves. His opinion was that grant value is commonly
determined by the trailing average price per share during the
twelve months immediately preceding the issuance, or the closing
price on day of grant, whichever is higher. Based on this
valuation methodology a significant number of these previously
granted shares were cancelled.

      -- Any and all potential loans from the company to
Directors or officers have been eliminated from the bylaws.
Similarly, the staggered board provision has been eliminated.

      -- The costs of the proxy contest related to the
shareholder meeting of January 31, 2003 were approximately
$150,000. The Company is disputing $75,000 of these costs paid
to various parties engaged in the proxy contest.

Lewis "Spike" Humer, CEO commented, "We are committed to
expanding our communication with our shareholders and the
investment community. Given the significance of our recent
shareholders election, we wanted to convey the details of our
Board meeting with the public and all of our stakeholders. Our
commitment is to build ITEX Corporation, enhance the visibility
of our progress, and ultimately create the highest value
possible for our shareholders."

Founded in 1982, ITEX Corporation -- http://www.itex.com--
whose October 31, 2002 balance sheet shows a working capital
deficit of about $1.1 million -- is a business services and
trading company with domestic and international operations.
ITEX has established itself as the leader among the roughly 450
trade exchanges in North America by facilitating barter
transactions between member businesses of its Retail Trade
Exchange.  At the retail, corporate and international levels,
modern barter business enjoys expanding sophistication,
credibility, and acceptance.  ITEX helps its member businesses
improve sales and liquidity, reduce cash expenses, open new
markets and utilize the full business  capacity of their
enterprises by providing an alternative channel of distribution
through a network of five company offices and more than ninety
licensees worldwide.


IT GROUP: Has Until April 14 to Move Actions to Delaware Court
--------------------------------------------------------------
Jesus Martinez was involved in an automobile accident on
January 18, 2000.  Consequently, Mr. Martinez filed a lawsuit in
Miami-Dade Circuit Court against Terry Delores Wolar, The IT
Group and its driver, Gerald Jones.

According to Robert A. Robbins, Esq., at Robins & Reynolds PA,
in Miami, Florida, a default has already been entered against
Gerald Jones.  Mr. Martinez and Ms. Wolar are currently actively
litigating the case.  However, Mr. Martinez has been unable to
take any action at all with respect to The IT Group due to the
automatic stay.

If the Debtors want to remove the Martinez case to the U.S.
District Court, Mr. Robbins asserts that the automatic stay
should be lifted right away, so as not to unduly further delay
the remaining parties' ability to conclude and resolve the
litigation.

Mr. Robbins tells Judge Walrath that, contrary to the Debtors'
contention that they need more time to review which cases to be
removed because of the complex nature of the claims, the
Martinez case is just a simple automobile accident case.  Mr.
Robbins points out that the Martinez case is the type of claim
customarily handled in state courts.  Mr. Martinez cannot do
anything in any event with regard to the claim against IT Group
because of the automatic stay.  "There is absolutely no reason
why the Debtors cannot make up their mind on how to handle the
claim involving Mr. Martinez," Mr. Robbins says.

                            *     *     *

Unconvinced by Jesus Martinez's arguments, Judge Walrath extends
the Debtors' removal period until April 14, 2003 and overrules
the objection.

The IT Group, Inc., and its debtor-affiliates remain parties to
over 100 different judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country.  The actions involve a wide variety of
claims, some of which are complex.  The pending actions consist
of all forms of environmental, commercial, tort, employment-
related, trademark and patent litigation. (IT Group Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


JPM COMPANY: Court to Consider Disclosure Statement on March 12
---------------------------------------------------------------
The JPM Company of Delaware, Inc., and its debtor-affiliates
filed their Liquidating Plan and an accompanying Disclosure
Statement on January 24, 2003, in the U.S. Bankruptcy Court for
the District of Delaware.

A hearing to consider the approval of the Debtors' Disclosure
Statement, pursuant to Sec. 1125 of the Bankruptcy Code, is set
for March 12, 2003, at 11:30 a.m. before the Honorable Mary F.
Walrath.

Any objections to the approval of the Disclosure Statement
prepared by the Debtors must be received by the Bankruptcy Court
on or before March 4.  Copies must also be served on:

             i.    Counsel for the Debtors
                   Cozen O'Connor
                   Chase Manhattan Center
                   1201 North Market Street, Suite 1400
                   Wilmington, DE 19801
                   Tel: 302-295-2028/2026
                   Fax: 302-295-2013
                   Attn: John T. Carroll, Esq.

            ii.    Counsel to the Official Committee of Unsecured
                   Creditors
                   The Bayard Firm
                   222 Delaware Avenue, Suite 900
                   Wilmington, DE 19899
                   Attn: Steven Yoder, Esq.

            iii.   the Office of the United States Trustee
                   844 King Street, Suite 2313
                   Lockbox 35
                   Wilmington, Delaware 19801-3519
                   Attn: David Buchbinder, Esq.

The JPM Company manufactures cable assemblies and wire harnesses
for original equipment manufacturers and contract manufacturers
in the telecommunications, networking, computer and business
automation sectors of the global electronics industry.  The
Debtor filed for Chapter 11 protection on March 1, 2002 (Bankr.
Del. Case No. 02-10643).  John T. Carroll, III, Esq., Sean J.
Bellew, Esq., Neal D. Colton, Esq., and Michael J. Hynes, Esq.,
at Cozen O'Connor represent the Debtor as it liquidates.


KAISER ALUMINUM: Dimensional Fund Discloses 5.05% Equity Stake
--------------------------------------------------------------
Dimensional Fund Advisors Inc., discloses in a regulatory filing
with the Securities and Exchange Commission that it furnishes
investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate
accounts.  Dimensional is a Delaware corporation and an
investment advisor as defined in Section 240.13d-1(b)(1)(ii)(E)
of the Securities and Exchange Act and registered under Section
203 of the Investment Advisors Act of 1940.

In a regulatory filing with the SEC dated February 7, 2003, in
its role as investment advisor or manager, Dimensional Fund's
Vice President and Secretary, Catherine L. Newell, relates that
Dimensional possesses voting and investment power over 5.05% of
the common stock of Kaiser Aluminum Corporation that are owned
by the Funds.  Dimensional may be deemed to be the beneficial
owner of 4,069,015 Kaiser shares held by the Funds.   However,
Ms. Newell emphasizes that the Kaiser common stocks are owned by
the Funds.  According to Ms. Newell, "all securities reported
are owned by advisory clients of Dimensional Fund Advisors, no
one of which, to the knowledge of Dimensional, owns more than 5%
of the class.  Dimensional disclaims beneficial ownership of all
such securities."

In a regulatory filing delivered to the SEC this morning,
Dimensional discloses that it's dumped all of its shares and now
holds no equity stake in Kaiser. (Kaiser Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KENTUCKY ELECTRIC: Wants Okay to Use Lender's Cash Collateral
-------------------------------------------------------------
Kentucky Electric Steel, Inc., asks for authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to its
lenders' cash collateral on an interim and final basis.

The Debtor discloses that as of the Petition Date, it owed
National City Bank of Kentucky an amount of $13,556,961 under a
Loan Agreement.  The Bank, following arms-length negotiations,
consented to the Debtor's use of a limited amount of cash
collateral for a limited period of time.

The Debtors want to use the Cash Collateral pursuant to a Weekly
Budget projecting:

                         14-Feb     21-Feb       28-Feb
                         ------     ------       ------
    Total Cash          $775,000   $1,285,000   $1,273,000
    Shutdown Expense     476,000      129,000      338,000
    Total Cash Uses      521,000      164,000      459,000
    Net Cash Flow       $254,000   $1,121,000     $814,000

                         7-Mar      14-Mar       21-Mar
                         -----      ------       ------
    Total Cash          $676,000   $1,144,000   $1,686,000
    Shutdown Expense      74,000      140,000       65,000
    Total Cash Uses      161,000      173,000       90,000
    Net Cash Flow       $515,000     $971,000   $1,596,000

                        28-Mar
                        ------
    Total Cash          $983,000
    Shutdown Expense     132,000
    Total Cash Uses      470,000
    Net Cash Flow       $513,000

As adequate protection, the Debtor intend to:

      (i) grant the Lenders replacement security interests and
          liens on all of the Debtor's assets;

     (ii) pay all reasonable fees, costs and charges incurred by
          Lenders in connection with the enforcement and
          protection of the rights and interest of Lenders in
          this chapter 11 case;

    (iii) maintain insurance coverage consistent with its
          prepetition obligations; and

     (iv) pay to the Lenders, on a daily basis, the actual amount
          of Debtor's Net Cash Flow less the sum of $300,000.

The Debtor has determined that utilizing the Cash Collateral
will enable it to:

      a) preserve its business and assets;

      b) compensate its employees;

      c) pay its post-petition creditors; and

      d) maximize  the value of  its business and property  for
         the benefit of  its creditors and  its estate.

Pending the Final Hearing, the Debtor requires immediate use of
cash collateral to fund the payroll obligations, the
postpetition preservation of its business and other working
capital needs.  The Debtor argues that it is critical that the
Debtor immediately stabilizes its business and resume paying for
postpetition operation expenses, to minimize the damage
occasioned by its cash flow problems and maximize its potential
for successful chapter 11 reorganization.

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 GROUP: Asks Court to Establish Claims Bar Date
--------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to schedule the
last date within which all creditors wishing to assert a claim
against the Debtors' estates must file their proofs of claim of
be forever barred from asserting that claim.

The Debtors want to establish the Bar Date 30 days after mailing
of notice of the bar date.

The Debtors relate that fixing of the proposed Bar Date will
enable them to analyze prepetition claims in a timely and
efficient manner, and more importantly, allow the Debtors to
understand the universe of claims prior to the Confirmation
Hearing and the deadline to vote on the Plan.

All proofs of claim must be received by AlixPartners, LLC either
by mailing or otherwise delivering an original proof of claim
to:

           Key3Media Group, Inc., et al.
           c/o AlixPartners, LLC
           2100 McKinney Ave, Suite 800
           Dallas, TX 75201.

Exceptions of the Bar Date are:

      (a) Claims already been properly filed with the Court;

      (b) Claims that are not listed in the Debtors' Schedules as
          "contingent," "unliquidated" or "disputed";

      (c) Claims previously allowed by order of the Court; or

      (d) Claims arising out of the rejection of an executory
          contract or unexpired lease.

Additionally, the Debtors have determined to publish a Bar Date
Notice at least 20 days prior to the Bar Date in The Wall Street
Journal.

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.

DebtTraders says that Key3Media Group Inc.'s 11.250% bonds due
2011 (KME11USR1) are trading at 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for
real-time bond pricing.


LTV: Noteholders Secure Conditional Approval to Hire CIBC World
---------------------------------------------------------------
Judge Bodoh ends this controversy authorizing the Official
Committee of Noteholders of LTV Steel to further use the
services of CIBC as the Committee's financial advisor, but will
approve compensation solely on an hourly basis, subject to
reasonable hourly rates to determined upon application following
the rendering of services to the Committee.

Judge Bodoh says he's unwilling to approve a fee structure which
would provide for flat fees for services and what appears to be
intended to be a carte blanche reimbursement of expenses.  In
particular, Judge Bodoh dislikes the $225,000 fee in the event
the Committee would request CIBC's participation in any
deposition, hearing or other judicial proceeding without any
consideration of the extent of the services involved.

                          *    *    *

                     Reasons for Hiring CIBC

In August 2002, it became apparent that the Debtors would either
sell the Copperweld Companies or formulate a stand-alone plan of
reorganization for Copperweld.  In fact, a three-year business
plan for the Copperweld Companies is expected to be delivered in
the next week or so.  As a result, the Noteholders' Committee
needs the assistance of a financial advisor to evaluate the
Copperweld Companies' business plan, conduct valuation analysis
of the potential reorganized entities, and evaluate any
potential sale of the Copperweld Companies' assets.

CIBC's retention, the Noteholders say, is essential for
effective representation of all the Debtors' unsecured
creditors, other than unsecured creditors of LTV Steel.  Other
than the Pension Benefit Guaranty Corporation and the United
Steelworkers of America, all members of the Creditors' Committee
are unsecured creditors of LTV Steel only.  In contrast, the
Noteholders possess claims against each Debtor.  Thus, the
interests of the Debtors' unsecured creditors other than LTV
Steel are, in essence, represented by the Noteholders'
Committee.  Since significant inter-company disputes between LTV
Steel and the other Debtor entities are already developing, the
Noteholders' Committee must assume the role of asserting the
rights of both the Noteholders and the unsecured creditors of
non-LTV Steel Debtors. Unless Judge Bodoh approves CIBC's
retention, the Noteholders' Committee cannot effectively
represent the Noteholders and the non-LTV Steel unsecured
creditors in the course of negotiating the Copperweld Companies'
plan of reorganization and complex inter-company claims
negotiations. (LTV Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


LUCENT TECHNOLOGIES: Patricia Russo Named New Company Chairman
--------------------------------------------------------------
Lucent Technologies' Board of Directors announced that President
and Chief Executive Officer Patricia Russo will become chairman
of the communications networking company following its annual
shareowners' meeting here today. Russo, 50, will succeed Henry
Schacht, 68, who will step down as chairman, but remain on
Lucent's board as an outside member.

Russo returned to Lucent as president and CEO in January of 2002
after serving as president and chief operating officer of
Eastman Kodak. She has overseen Lucent's continuing turnaround
during one of the most turbulent periods in telecommunications
history.

In the last year, Russo has led a major restructuring effort and
focused Lucent's product portfolio on expanding customers'
networks for next-generation services, while lowering Lucent's
expenses by more than $4 billion.

"Pat has provided the leadership and stability Lucent needed
during 2002, and as a result we are poised for a return to
profitability by the end of fiscal 2003," said Schacht. "Over
the past year, Pat has been dedicated to serving our customers
and helped raise customer satisfaction to the highest levels we
have seen in years. She has also focused Lucent on the nearest
and clearest market opportunities, while preserving Bell Labs
and looking to expand into new software and services areas."

"Henry Schacht returned to Lucent at the end of 2000 and laid
out a plan that has allowed this company to weather many
storms," said Russo. "He has been a valuable resource and
advisor this past year, and I look forward to his continued
counsel as a member of our Board. In addition, in order to allow
me to totally focus on moving the business forward, I have asked
Henry to serve as a senior advisor to me for a period of time to
handle certain legacy issues like pending litigation."

Prior to re-joining Lucent in 2002, Russo had served as
executive vice president and CEO of Lucent's Service Provider
Networks division from 1999 to 2000; this is the same business
that Lucent has made its core operation as part of its
restructuring. Russo was also executive vice president of
Lucent's corporate operations from 1997 to 1999, and had
oversight for corporate strategy, business development, supply
chain, human resources and investor and public relations
organizations. She was president of the Business Communications
Systems division of AT&T and Lucent from 1992 to 1996 and
executed the successful turnaround of this $6 billion enterprise
communications business, which was later spun off as Avaya Inc.
Russo was named non-executive chairman of Avaya in December 2000
and held that position until re-joining Lucent.

Before joining AT&T in 1981, Russo spent eight years in sales
and marketing management at International Business Machines
(IBM) Corporation.

Russo currently sits on the boards of Schering Plough Corp., and
her alma mater Georgetown University.

Russo graduated from the Advanced Management Program at Harvard
Business School in 1989, and received a bachelor's degree in
Political Science and History from Georgetown University in
Washington, D.C.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks. The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers. For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com

Lucent Technologies' 7.70% bonds due 2010 (LU10USR1) are trading
at about 32 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.  Lucent's balance sheet shows
liabilities exceed assets by more than $3 billion.


MED DIVERSIFIED: Posts Improved Operating Results for Fiscal Q3
---------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDVQ), a leading provider
of home and alternate site health care services, announced its
financial results for the third quarter ending December 31,
2002, of the fiscal year 2003.

Revenue for the quarter increased 63% to $89.8 million, compared
to $55.2 million for the same period in 2001. EBITDA, including
equity of the Company's joint ventures, was $2.2 million for the
third quarter of FY03, compared to a deficit of $8.3 million for
the same period of FY02, representing an increase of $10.5
million.

Operating profit for the Company, including its joint ventures,
was $0.7 million in FY03, compared to a loss of $11.9 million in
FY02, representing an increase of $12.6 million. Net loss was
$4.7 million, compared to $25.7 million for the prior year
quarter.

Operating profit for Chartwell Community Services, a subsidiary
of the Company, increased 6.5% to $1.2 million, compared to $1.1
million in the prior year quarter. Operating profit for Tender
Loving Care was $1.0 million, up from $243,000 for the post-
acquisition third quarter of FY02. Operating loss for Trestle
Corporation was $1.0 million, consistent with that of the
corresponding quarter of the previous year. The Company is
actively marketing Trestle for sale.

As previously announced, the Company and certain subsidiaries
filed for Chapter 11 bankruptcy protection on November 27, 2002
(Bankr. E.D.N.Y. Case No. 02-88564), which was caused by the
abrupt halt in funding from its primary lender, National Century
Financial Enterprises.

Judith Rooney, vice president of compliance for the Company,
said, "As far as our patients and customers are concerned, Med
Diversified has not missed a beat. We continue to deliver
reliable, quality services as ever before."

"The Company has quickly stabilized its operations and is back
to business as usual, as evidenced by our financial results and
operational performance for the third quarter," said Sarah
Welch, the Company's spokesperson. "We are pleased with our
performance and are optimistic about our ability to create value
in this enterprise as we proceed through the reorganization
process."

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
management, clinical respiratory services, home medical
equipment, home health services and other functions. For more
information, see http://www.meddiversified.com


METROMEDIA FIBER: Wants to Pay Grubard Miller on an Hourly Basis
----------------------------------------------------------------
Metromedia Fiber Network, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
to approve modified retention terms for Graubard Miller serving
as Special Counsel.

The Debtors remind the Court that they retained Graubard Miller
as special counsel in connection with tax certiorari proceedings
with the State of New York and the City of New York, pursuant to
an order by this Court.

Graubard Miller is specifically tasked to contest the
assessments to the Debtors' properties set for the purposes of
special franchise tax payments.  The order authorizes the
Debtors to pay Graubard Miller a 20% contingency fee.

The Debtors relate that they are now dealing with the Tax
Proceedings in the context of adversary proceedings filed
against various taxing authorities under Section 505 of the
Bankruptcy Code.  Because the Tax Proceedings will be dealt with
as part of the Adversary Proceedings, paying a contingency fee
to Graubard Miller is no longer appropriate. Thus, the Debtors
have determined that for purposes of the Tax Proceedings and any
other related services provided by Graubard Miller, it would be
more practicable and beneficial to the Debtors and their estates
to pay Graubard Miller on an hourly basis.  Graubard Miller's
attorneys and legal assistants charge in the range of $105 to
$450 per hour.

Metromedia Fiber Network, Inc., builds urban fiber-optic
networks distinguished by the sheer quantity of fiber available
-- its 864 fibers per cable is up to nine times the industry
norm -- and sells the dark fiber to telecommunications service
providers. The Company and its debtor-affiliates filed for
chapter 11 protection on May 20, 2002 (Bankr. S.D.N.Y. Case No.
02-22736).  When the Debtors filed for protection from its
creditors, they listed $7,024,208,000 in total assets and
$4,262,086,000 in total debts.


MOBILITY CONCEPTS: Seeking Creditor Compromises on $5.4M in Debt
----------------------------------------------------------------
Mobility Concepts, Inc., a leading provider of mobile computing
solutions to Fortune 2000 companies and the operating subsidiary
of Active Link Communications, Inc. (OTC Bulletin Board: ACVE),
has filed its Form 10-QSB Report with the U.S. Securities and
Exchange Commission reflecting financial results for the third
fiscal quarter, ended December 31, 2002. In addition, Mobility
Concepts announced plans for:

      * resolving over $5.4 million in debt, assumed primarily by
        Mobility Concepts with the merger into Active Link
        Communications in November 2001;

      * raising necessary capital to address immediate working
        capital requirements and fund new sales; and

      * positioning Mobility Concepts for enhanced growth and
        ultimate profitability.

Specifically, Mobility Concepts has assembled an internal task
force responsible for contacting creditors and negotiating a
compromise of debt. The Company has also entered into
negotiation with a group of private investors to provide for an
equity investment of up to $2 million. The private group is
currently conducting due diligence and will require the
successful negotiation by Mobility Concepts of compromise
agreements with creditors. Management has been informed by the
potential investors that a large percentage of the potential
equity investment must be applied towards funding working
capital requirements and supporting new sales. Mobility Concepts
expects to announce new sales contracts in the near future.

Timothy Ells, Chief Executive Officer of Mobility Concepts,
stated, "In order to gain meaningful traction in our industry
and capitalize on prevailing growth opportunities, it has become
apparent that Mobility Concepts must aggressively seek relief
from the debt load we assumed in the merger. We are hopeful that
once this objective is achieved, Mobility Concepts can focus
exclusively on the growth of our operating business. Our
strategy to cut costs has already resulted in a substantial
reduction in operating expenses. Moreover, our sales pipeline
has reached record levels. This gives us reason to be very
enthusiastic about the future of Mobility Concepts."

Mobility Concepts, the operating subsidiary of Active Link
Communications, Inc., is a leading provider of wireless
networking and mobile computing solutions for the mobile
workforce. The Company offers complete solutions that include
business consulting, project design, handheld pen-based
computers, wireless technologies, software development, systems
integration, project management and ongoing managed services and
warranty support. Mobility Concepts provides customers with a
wide selection of mobile products and services in order to
successfully implement, manage and deploy mobile and wireless
projects. With headquarters in Naperville, Illinois and offices
in Los Angeles, Milwaukee, Detroit, Atlanta, Cincinnati, and
Denver, the Company has relationships with more than 30 vertical
software developers and hardware manufacturers. Customers
include such organizations as General Dynamics, AC Nielsen, Dow
Agrosciences and Northwest Airlines. For additional information,
visit the Company's Web site at http://www.mobilityconcepts.com


MOLECULAR DIAGNOSTICS: Enters Pact to Retire Sr. Debt Instrument
----------------------------------------------------------------
Molecular Diagnostics, Inc., (OTCBB: MCDG) has reached a final
agreement with Round Valley Capital to satisfy the terms of a
debt instrument which was collateralized by MDI's assets. Terms
of the agreement include RVC's ceasing to proceed with an asset
sale, and final payment to RVC based on funds in escrow and
committed into escrow by current investors no later than
February 26, 2003. The final payment represents a significant
discount of approximately 20% less than the company anticipated
paying to RVC to settle the matter.

The settlement includes the transfer of cash, which has occurred
along with the settlement agreement, and the balance to be
transferred to RVC in conjunction with endorsement of the final
documents for the settlement, no later than Wednesday, February
26, 2003. The agreement relinquishes any claims RVC may have had
to the company's assets so that MDI is now free to license,
sell, or otherwise align with strategic partners under the
auspices of strategic alliances. Furthermore, the removal of
this preferred creditor allows several parties committed to
participate in the company's short-term bridge financing to now
invest in MDI. Encumbrances on the company's assets had
prevented certain potential strategic partners and investors
from closing on transactions with the company.

"This is a major milestone for the company's restructuring,"
commented Peter Gombrich, President and CEO of MDI. "While RVC
maintained a preferred position with respect to our intellectual
property and other assets, we were finding it more difficult to
complete our negotiations from a position of strength with
potential licensors, and strategic partners. With this matter
behind us, we can proceed with our key initiatives of
establishing these strategic alliances, finalizing our funding
and balance sheet restructuring, as well as completing the
clinical trials for our groundbreaking InPath System."

Molecular Diagnostics develops cost-effective cancer screening
systems, which can be utilized in a laboratory or at the point-
of-care, to assist in the early detection of cervical,
gastrointestinal, and other cancers. The InPath(TM) System is
being developed to provide medical practitioners with a highly
accurate, low-cost, cervical cancer screening system that can be
integrated into existing medical models or at the point-of-care.
Other products include SAMBA(TM) Telemedicine software used for
medical image processing, database and multimedia case
management, telepathology and teleradiology. Molecular
Diagnostics also makes certain aspects of its technology
available to third parties for development of their own
screening systems.

Molecular Diagnostics' September 30, 2002 balance sheet shows a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $4 million.


MSX INTERNATIONAL: Updates Bank Credit Agreement for Two Years
--------------------------------------------------------------
MSX International successfully amended our $150 million, bank-
syndicated credit agreement. Terms of the updated agreement,
which continues through December 2004, were modified to provide
greater financial flexibility.

"We appreciate our bank group's support for MSX International's
business model, which delivers technical business services to a
sophisticated, international customer base," observed Thomas T.
Stallkamp, vice chairman and chief executive officer. "Our sales
organization will build on this model as we continue to
streamline our organization to deliver more value to our
customers.

"Our 2002 financial results will reflect both the costs of
significant recent actions to improve profitability in a
challenging environment and non- cash charges due to a change in
accounting rules," noted Thomas T. Stallkamp, vice chairman and
chief executive officer. "However, we have worked hard to
improve MSX International's profitability and maintain our track
record of debt reduction."

The amendment restores the revolving portion of our credit
facility to $85 million, which supports anticipated funding
requirements for the next two years. Our principal owner,
Citicorp and its affiliates, supported the amendment by
committing to provide alternative funding, if required.

MSX International, headquartered in Southfield, Mich., combines
innovative people, standardized processes and today's
technologies to deliver a collaborative, competitive advantage
on a global basis. With annual sales of over $800 million, MSX
International has 8,000 employees in 26 countries. Visit their
Web site at http://www.msxi.com

                          *    *    *

As previously reported, MSX International received an interim
waiver at the end of its fiscal year of certain financial
covenants in its $150 million, bank-syndicated credit agreement.
The waiver agreement, signed on December 20, 2002, was in effect
through February 17, 2003.

Standard & Poor's, in September of last year, affirmed its
ratings on MSX International Inc., including the double-'B'-
minus corporate credit rating. At the same time, Standard &
Poor's revised its outlook on the company to negative from
stable, citing continuing weak credit protection measures and
the lack of visibility for intermediate-term improvement.


NATIONAL STEEL: Enters Stipulation to Set Off Worthington Claim
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the
Court to approve a stipulation with Worthington Steel Company to
modify the automatic stay to set off the amounts they owed to
Worthington to the amounts Worthington owed to them.

Mark A. Berkoff, Esq., at Piper Rudnick, in Chicago, Illinois,
contends that a valid set-off right in Worthington's favor
exists since these requirements under Section 553(a) of the
Bankruptcy Code are satisfied:

   (a) Worthington holds a prepetition claim against the Debtors;

   (b) Worthington owes a prepetition debt to the Debtors;

   (c) the claim and debt are mutual; and

   (d) the claim and debt are each valid and enforceable.

The Debtors and Worthington are parties to a series of
agreements in which Worthington provided the Debtors with
processing services while they supplied Worthington with certain
steel products.  Pursuant to these Agreements, the Debtors owe
$579,853 to Worthington.  Likewise, Worthington owed the Debtors
$1,343,327.

Debts are generally considered "mutual" if the claims are due to
and from the same party in the same capacity.  It is clear that
both the claim and the debt are "mutual" as required by the
Bankruptcy Code provisions, Mr. Berkoff says.  In addition, the
parties' claims and debts are valid and enforceable for set-off
purposes.

While Bankruptcy Code Section 553 allows the exercise of a set-
off right if the conditions are satisfied, the Bankruptcy Code
does not create the set-off right.  The Bankruptcy Code merely
preserves any set-off rights that exist under federal or state
law.  The exercise of those rights is subject to the Court's
lifting of automatic stay.

After the set-off, Worthington will be obligated and indebted to
the Debtors in the prepetition amount equal to $763,473.38.
(National Steel Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: Wants to Execute Deere Credit Omnibus Agreement
----------------------------------------------------------------
On February 2, 1999, NationsRent Inc., and its debtor-affiliates
entered into a security and financing agreement with Deere
Credit Inc., to finance the acquisition of additional
construction equipment for their rental fleet.  The Debtors
financed the purchases by issuing to Deere Credit promissory
notes, which were secured by the purchased equipment as
collateral.  The aggregate outstanding principal balance under
the existing promissory notes exceeds $12,000,000. The Debtors
also entered into a series of commercial leases for certain
construction equipment under a master fair market value lease
agreement with Deere Credit.  The aggregate outstanding balance
under the Leases exceeds $51,000,000.

When the Debtors filed for Chapter 11, Deere Credit demanded
adequate protection of its Collateral and Leased Equipment.
Deere Credit also sought the payment and allowance of an
administrative expense claim related to the Debtors' use and
lease of the Collateral and the Leased Equipment since the
Petition Date.

To resolve the dispute, the parties entered into a stipulation
that was approved by the Court.  Under the Stipulation, Deere
Credit agreed to defer the prosecution of certain of its rights
and claims against the Debtors under the Existing Promissory
Notes and the Leases.  Deere Credit reserved the right to seek
recovery against the Debtors on account of certain
administrative claims, including various deficiency claims,
settlement of claims for any equipment sold and certain
bankruptcy-related claims.

Since that time, the Debtors and Deere Credit have been actively
involved in arm's-length discussions over the settlement of
their obligations under the Financing Agreement, the Existing
Promissory Notes, the Leases and related documents.
Accordingly, the parties' negotiations culminated into an
omnibus compromise and settlement agreement, which Judge Walsh
approved.

The principal terms of the Omnibus Agreement are:

A. Financing Terms

    -- Modification of the Existing Promissory Notes

       The Debtors and Deere Credit agree to restate and amend
       the Existing Promissory Notes into a single substitute
       secured term promissory note.  However, the execution of
       the Substitute Promissory Note will not constitute a
       novation of the Existing Promissory Notes.  Under the
       Substitute Promissory Note, the Debtors' obligations are
       lower than their obligations under the Existing Promissory
       Notes;

    -- Security Interest in Collateral and Section 506(c) Waiver

       Deere Credit will have a first-priority security interest
       and lien in the Collateral to secure the Debtors'
       obligations with respect to the Substitute Promissory
       Note, the Financing Agreement and any related documents.
       However, Deere Credit will not be required to file, record
       or serve any financing statements, mortgages, notice or
       other documents which may otherwise be required under
       federal or state law in any jurisdiction or to take any
       other action to validate or perfect the postpetition
       security interests and lien.  Neither Deere Credit nor its
       Collateral will be surcharged or assessed with any costs,
       fees, claims or expenses of administering any of the
       Debtors' cases, whether pursuant to Section 506(c) of the
       Bankruptcy Code or otherwise; and

    -- Amendments to the Financing Agreement

       The Debtors and Deere Credit agree to amend certain terms
       of the Financing Agreement.

B. Assumption and Amendment of the Leases

    The parties will amend each of the lease payments schedules
    in each of the Existing Lease Schedules by replacing the
    amount of each lease payment with respect to the Leased
    Equipment with new lease payments schedules.  In addition,
    Deere Credit will give the Debtors an option to purchase any
    particular leased item in accordance with the terms and
    conditions of the Omnibus Agreement.  The Debtors will assume
    the leases subject to the Existing Lease Schedules.  Deere
    Credit will also lower the Debtors' lease payments by 20%
    from the original terms of the Lease.

C. Settlement of Administrative Claims

    Deere Credit will have a $3,000,000 allowed administrative
    claim in settlement of its right to seek recovery of the full
    amount of its Administrative Claims.  To satisfy the allowed
    administrative claim, the Debtors will pay to Deere Credit
    $750,000 on the earlier of:

      (i) the effective date of a reorganization plan; or

     (ii) June 30, 2003.

    The Debtors will issue to Deere Credit a promissory note for
    the remaining $2,250,000.  Under the Administrative Claims
    Promissory Note, the Debtors will receive a credit against
    the Obligations under the note for 10% of the purchase price
    of the Leased Equipment they will purchase during the terms
    of the Administrative Claims Promissory Note.

D. Termination of the Stipulation

    The Debtors and Deere Credit agree to terminate the
    Stipulation.

E. Limited Releases

    Deere Credit will release the Debtors from any and all
    claims, Damages and obligations, including attorneys' fees,
    with respect to any prior dealings, provided that the release
    will in no way affect the Debtors' rights, obligations,
    duties and claims under the Omnibus Agreement.  The Debtors
    will also grant a similar release to Deere Credit.

F. Binding Effect

    The Omnibus Agreement provisions will be binding on Deere
    Credit and the Debtors and their estates and cannot be
    modified or altered by any reorganization plan that may be
    filed or confirmed in these cases.

According to Michael J. Merchant, Esq., at Richards, Layton &
Finger, the Debtors' entry into the Omnibus Agreement is
warranted since the Agreement provides for the lease of Deere
Credit's Equipment at a reasonable price and on reasonable
terms. The Deere Credit Equipment is integral to the Debtors'
ongoing business operations.

Mr. Merchant also notes that the allowance of the Administrative
Claims represents a fair and reasonable resolution of Deere
Credit's various deficiency claims, claims for equipment sold
and other similar claims.  If Deere Credit's claims are not
resolved consensually, the Debtors likely will have to defend
against additional actions that Deere Credit might initiate to
enforce its rights.  This could spell significant time and
expenses for them.  Mr. Merchant explains that the mutual
releases granted under the Omnibus Agreement bring to a certain
and final resolution any claims with respect to any prior
transactions between the parties, including any avoidance
actions that might be brought against Deere Credit. (NationsRent
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NEXTEL COMMS: Reports Strong Performance Results for 2002
---------------------------------------------------------
Nextel Communications, Inc. (NASDAQ: NXTL), announced record
financial results for 2002 including income available to common
stockholders of $1.66 billion.

Revenue was $8.7 billion, a 24% increase over last year.
Domestic EBITDA (earnings before interest, taxes, depreciation
and amortization) was $3.13 billion in 2002, increasing by 67%
over the prior year. For the fourth quarter, revenue was $2.33
billion and EBITDA was $886 million. Nextel retired
approximately $3.2 billion in debt and preferred stock during
2002, including $588 million during the fourth quarter. Nextel
added approximately 503,000 subscribers during the fourth
quarter, bringing total subscribers to 10.61 million at year-
end.

"2002 was a breakthrough year for Nextel as we grew revenues by
24%, fueled by strong customer demand of nearly 2 million new
subscribers for Nextel's differentiated wireless services," said
Tim Donahue, Nextel's president and CEO. "More importantly,
Nextel expanded its EBITDA by 67% to more than $3.1 billion and
reduced capital expenditures by 22% to $1.86 billion. During
2002, Nextel produced positive earnings per share and positive
free cash flow, ahead of schedule and for the first time in
Nextel's history. In 2003, Nextel will continue our smart growth
strategies and make Nationwide Direct Connect a reality. We will
also introduce an innovative voice coding technology, which we
expect will double our cellular capacity and enhance voice
quality - enabling Nextel to continue to provide high-quality
wireless services. We expect continued excellence in 2003 and I
am confident we will have another great year."

"There should be no doubt that Nextel is capturing an increasing
share of the best wireless subscribers in the highly competitive
wireless marketplace," said Tom Kelly, Nextel's executive vice
president and COO. "Nextel will continue to expand distribution
channels, improve network capabilities and scale operations to
further enhance our differentiation and maintain Nextel's
industry leading subscriber metrics. In 2003, customer lifecycle
management will also be a key priority in order to drive world
class customer satisfaction."

Nextel's average monthly service revenue per subscriber was
approximately $70 for the full year and $69 for the fourth
quarter, essentially flat with the same periods in 2001 and
significantly higher than other national wireless carriers.
Customer churn was approximately 2.1% for the fourth quarter of
2002 compared with 2.2% in the fourth quarter of last year.

Nextel's net income available to common stockholders for the
year was $1.66 billion or $1.88 per share and includes gains
from the deconsolidation of NII Holdings and from balance sheet
de-leveraging activities and other items. Without these items,
earnings per share would have been $0.27 cents per share.

During the fourth quarter, Nextel reported income available to
common stockholders of $1.46 billion, or $1.49 per share,
including gains related to the retirement of debt and preferred
stock totaling $35 million or $0.04 per share and a gain on the
deconsolidation of NII Holdings of $1.2 billion or $1.24 per
share. Net of these items, the fourth quarter net income was
$209 million or $0.21 per share.

"Nextel achieved positive free cash flow of $122 million and
positive full year earnings in 2002 - ahead of schedule and in
what can only be described as a challenging environment," said
Paul Saleh, Nextel's executive vice president and CFO. "Nextel
increased stockholders' equity by $3.4 billion from a deficit to
more than $2.8 billion and also significantly improved its
financial flexibility in 2002 by retiring $3.2 billion in debt
and preferred obligations. Nextel's de-leveraging activities in
2002 will enable the company to avoid payments of approximately
$5.4 billion in principal, interest and dividends over the life
of these securities. Nextel plans to build on this progress in
2003 by focusing on generating in excess of $500 million free
cash flow while driving for even greater capital and operating
efficiencies."

For the quarter ended December 31, 2002, Nextel retired $588
million in principal amount of its outstanding debt and
mandatorily redeemable preferred stock in exchange for
approximately 28 million newly issued shares of class A common
stock and approximately $154 million in cash. Nextel may from
time to time as it deems appropriate enter into similar
transactions, which in the aggregate may be material.

Capital expenditures for the full year of 2002 were $1.86
billion - down 22% from 2001 capital expenditures of $2.38
billion. Total minutes of use on the Nextel National Network
grew by 41% in 2002 to 72.9 billion. Nextel added approximately
800 cell sites to its network, bringing the total number of
sites to approximately 16,300 at year-end. During the fourth
quarter, Nextel added approximately 200 cell sites and capital
expenditures were $533 million, excluding capitalized interest.

                          2003 Guidance

Nextel's 2003 Guidance is forward-looking and is based upon
management's current beliefs as well as a number of assumptions
concerning future events and as such, should be taken in the
context of the risks and uncertainties outlined in the
Securities and Exchange Commission filings of Nextel
Communications Inc.

      - Free cash flow of $500 million or more

      - Earnings per share of at least 75 cents

      - EBITDA of $3.8 billion or more

      - Capital expenditures of $1.8 billion or less

      - Net subscriber additions of 1.7 million or more

Nextel Communications, a Fortune 300 company based in Reston,
Va., is a leading provider of fully-integrated wireless voice
and data communications services including Nextel Direct
Connect(R)--the long-range digital walkie-talkie feature; high
quality digital cellular services; Nextel Onliner wireless data
content and business solutions; and two-way messaging services.
Nextel and Nextel Partners, Inc. have built the largest
guaranteed all-digital wireless network covering 197 of the top
200 U.S. markets. Nextel's wireless voice and packet data
communications services are available today in areas of the U.S.
where approximately 240 million people live or work.

                           *   *   *

As reported in the November 18, 2002, edition of the Troubled
Company Reporter, Fitch Ratings has revised the Rating Outlook
on Nextel Communications Inc., to Stable from Negative. The
Stable Rating Outlook applies to Nextel's senior unsecured note
rating of 'B+', the senior secured bank facility of 'BB' and the
preferred stock rating of 'B-'.

The Stable Rating Outlook reflects Fitch's view that favorable
financial trends will continue over Nextel's current rating
horizon based on the positive momentum created from the
accelerated improvement in operating performance, significant
reduction in debt and associated obligations and strong cost
containment despite a somewhat unfavorable climate within the
wireless industry and weak economic environment. Fitch believes
Nextel's operating performance, improvement to its capital
structure and remaining liquidity offsets existing credit risk
leaving a margin of safety consistent with a stable 'B+' rated
credit. Expectations are for Nextel to further strengthen credit
protection measures in 2003 to 4.0 times debt-to-(LTM) EBITDA or
less. The improving cash flows should lead to at least a free
cash flow neutral position for 2003. Nextel may also benefit
from further potential debt reduction.


NORTHWESTERN CORP: Outlines Elements of Turnaround Plan
-------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) outlined elements of a
turnaround plan designed to strengthen the Company's balance
sheet and position it for improved financial performance. In
addition, the Company's Board of Directors suspended its common
stock dividend and will utilize the cash to pay down debt. The
Company also expects to report approximately $700 million in
primarily noncash charges in its full-year 2002 results.

Gary G. Drook, who was elected NorthWestern's Chief Executive
Officer on Jan. 7, 2003, said the turnaround plan is designed
to:

      -- Return the Company's focus to its core electric and
         natural gas utility business, which continues to perform
         well

      -- Review strategic options for its nonregulated businesses
         and minimize their reliance on the Company's resources

      -- Strengthen the Company's management through the hiring
         of John C. van Roden, Jr. as senior vice president and
         the retention of turnaround advisors

      -- Improve liquidity, financial controls and reduce
         corporate overhead

      -- Target debt reduction of at least $200 million in the
         next 12 months by suspending common stock dividends and
         selling noncore assets

                Background and Elements of Plan

As part of a diversification strategy aimed at accelerating
revenue growth, NorthWestern compiled approximately $1 billion
in debt over the past several years to finance acquisitions of
several nonregulated businesses. Three of those acquired
businesses, CornerStone Propane (a retail propane business),
Expanets (a provider of networked communications solutions) and
Blue Dot (a heating, ventilation and air conditioning business)
have failed to meet performance expectations, which has
adversely impacted the Company's overall financial performance.

Drook said, "We recognize the significant challenges before the
Company, and we are taking action to address them. Our focus is
squarely on getting NorthWestern back on sure financial footing.
We have a solid platform for future growth in our core utility
business, but it is absolutely essential that we move
aggressively to maximize the value of our noncore assets and
take other necessary steps to reduce debt."

As part of its turnaround plan, NorthWestern said it does not
intend to make any additional material investments in, or
commitments to, Expanets and Blue Dot while it examines
strategic alternatives for the two businesses. In that light,
the Company reported that it has identified 11 underperforming
Blue Dot locations for sale or closure in order to further
support financial self-sufficiency for Blue Dot. These business
locations are expected to be sold or closed by mid-2003.
Following the disposition of the 11 locations, Blue Dot will
operate approximately 45 locations.

As previously announced, NorthWestern has closed and received
funds from a $390 million senior secured credit facility, the
proceeds of which were used to repay the Company's existing $280
million working capital facility and provide ongoing liquidity
to the Company. In addition, NorthWestern said that it is
targeting cuts in corporate overhead and has enhanced the
Company's daily management of cash disbursements. Together,
these steps will strengthen the Company's liquidity position.

NorthWestern said that it currently has more than $100 million
in cash on hand and intends to maintain that level of cash going
forward. In view of the fact that NorthWestern does not face any
significant debt maturities until 2005, the Company believes
that it has sufficient liquidity for ongoing operations. In
addition, the Company's new $390 million credit facility does
not include any adverse rating triggers, and its covenants are
linked to the performance of the Company's core utility
operations and exclude its nonregulated businesses.

                Update on Projected Charges in 2002

As announced on Dec. 13, 2002, NorthWestern is completing its
review of the value of intangible assets of Expanets and Blue
Dot under SFAS Nos. 142 and 144 as part of its year-end audit.
On Nov. 7, 2002, NorthWestern reiterated that it wrote down the
value of its investment and financial arrangements in the
discontinued operations of CornerStone Propane.

The Company also announced on Dec. 13, 2002, that it is
evaluating the adequacy of reserves at Expanets for the
collection of accounts receivable and billing adjustments
related to previously disclosed billing lapses and data
conversion issues in customer accounts stemming from the
implementation of Expanets' enterprise software platform.

NorthWestern said that as a result of these steps, it expects to
report a total of approximately $700 million in primarily
noncash charges in its 2002 results.

The Company expects to release its fourth quarter and full-year
2002 results in March. The expected charges break down as
follows:

      -- Noncash goodwill and intangible asset impairment charges
of approximately $280 million for Blue Dot and $245 million for
Expanets.

      -- Previously recorded noncash charges of $101 million to
write down the Company's investment, financial arrangements and
operating losses in the discontinued operations of CornerStone
Propane.

      -- Previously announced increase of Expanets' reserves by
more than $50 million for accounts receivable and billing
adjustments stemming from implementation of Expanets' enterprise
software system.

                     Focus on Debt Reduction
             and Suspension of Common Stock Dividend

The Company said that one of its primary goals in its turnaround
initiative is the substantial reduction of debt. Currently,
NorthWestern has approximately $2.2 billion in debt and trust
preferred instruments. As it develops strategies related to its
noncore assets, NorthWestern said that proceeds from any asset
sales would be utilized primarily to reduce its debt burden.

In keeping with the debt reduction focus, NorthWestern's Board
of Directors suspended its common stock dividend in order to
utilize the cash to pay down debt. NorthWestern said that future
dividend obligations will be evaluated on an ongoing basis as
part of the Company's commitment to restoring its long-term
financial strength.

Drook said, "The Board recognizes the importance of dividends to
our common shareholders. However, we have made the determination
that the long- term interests of our shareholders are best
served by implementing our turnaround plan and by reducing the
Company's debt burden. The $48 million per year that will now be
available for debt reduction as a result of the suspension of
the dividend is a critical component of our debt pay-down plan.
Over the coming months, we will continue to examine strategies
to strengthen our balance sheet, and the Board will evaluate the
resumption of dividend payments on the common stock when the
financial strength of the Company is restored. Through the
successful execution of these strategies, we are targeting the
reduction of at least $200 million in debt within the next 12
months."

                     Strengthened Management

Drook said that John C. van Roden, Jr. has joined the Company as
senior vice president. van Roden's primary responsibilities will
be to lead the Company's efforts to optimize the use of ongoing
cash flows, identify and execute on opportunities to generate
cash from nonstrategic assets, and oversee the ongoing
assessment of the financial impact to the Company of its various
operational and strategic alternatives.

Previously, van Roden served as senior vice president and chief
financial officer of Conectiv, a FORTUNE 500 energy company.
While at Conectiv, van Roden was responsible for maximizing the
value of that company's underperforming telecommunications and
HVAC businesses. Prior to working for Conectiv, van Roden was
senior vice president and chief financial officer of Lukens
Inc., a specialty steel maker. van Roden holds a Bachelor of
Arts degree in economics from Denison University and a Master of
Business Administration degree from Drexel University.

"John has served in top positions in two FORTUNE 500 companies
and has an established leadership track record, as well as the
strong financial knowledge to be a very effective partner in
turning this Company around. I believe his solid experience both
in our sector and in solving problems in underperforming
businesses, combined with his focus on solid financial controls
and individual accountability, make John a tremendous addition
to the NorthWestern team," said Drook.

To assist management in developing strategies related to its
noncore assets, NorthWestern has retained the financial
consultancy and turnaround specialist AlixPartners, LLC to lead
the effort to maximize value from the noncore assets as well as
assist management in developing strategies to reduce costs,
improve performance, improve cash flow and reduce debt. The
Company said it would also retain a financial advisor to assess
opportunities to sell its noncore businesses.

                Focus on Core Utility Business

NorthWestern said that going forward, it will focus its
strategic direction on its core electric and natural gas utility
business. The utility business is expected to meet previously
announced financial projections for full-year 2002, which
excludes January 2002 results from the acquired Montana utility
operations. NorthWestern's utility business expects to show
improved performance in 2003 through continuing integration
efforts and the benefit of full-year results from the Montana
operations.

"Our core utility business continues to perform well, and we
will ensure that it continues to have the resources it needs to
succeed. In our 80th year as one of the largest utility
operations in the Upper Midwest and Northwest, NorthWestern
remains committed to meeting the needs of our customers by
maintaining affordable rates and award-winning reliability and
customer service," said Drook.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 595,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc.,
one of the largest providers of communications solutions to mid-
sized businesses; and Blue Dot Services Inc., a provider of
heating, ventilation and air conditioning services to
residential and commercial customers.

As reported in Troubled Company Reporter's January 20, 2003
edition, Northwestern Corp.'s outstanding credit ratings have
been downgraded by Fitch Ratings as follows: senior secured debt
to 'BBB-' from 'BBB+'; senior unsecured notes and pollution
control bonds to 'BB+' from 'BBB' and trust preferred securities
and preferred stock to 'BB' from 'BBB-'. The ratings are removed
from Rating Watch Negative where they were placed on Dec. 13,
2002. The Rating Outlook is Negative. Approximately $1.5 billion
of securities are affected.

The rating action follows Fitch's review of NOR's current and
prospective credit profile including the impact of lower
earnings expectations and anticipated non-cash charges during
the fourth quarter of 2002 at NOR's two primary non-utility
businesses - Expanets (communications solutions) and Blue Dot
(HVAC services).


NTELOS: S&P Hatchets Rating to SD After Interest Payment Default
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on diversified telecommunications carrier NTELOS Inc. to
'SD' from 'CCC+' and removed the rating from CreditWatch.

This rating action follows the Waynesboro, Virginia-based
company's announcement that it would not be making the interest
payment on its $280 million 13% senior notes due 2010 or the
interest payment on its $95 million 13.5% subordinated notes due
2011. Standard & Poor's lowered the ratings on these two debt
securities to 'D' and removed the ratings from CreditWatch.

Furthermore, Standard & Poor's lowered its ratings on the
company's senior secured bank loan facilities to 'CCC' from 'B'.
These ratings remain on CreditWatch with negative implications.
NTELOS has indicated that it is in active discussions with its
debtholders concerning a comprehensive financial restructuring
plan. At this point the company has not indicated whether or not
it will continue to service the secured bank loans.

The ratings on the secured bank facilities "If the company is
not successful in restructuring the public debt, there is a
higher degree of likelihood that it will file for bankruptcy and
may therefore be unable to continue to service the bank
facilities," said Standard & Poor's credit analyst Catherine
Cosentino. "If the company is able to execute successfully on
its planned debt restructuring, the ratings will be reassessed
based on our analysis of NTELOS's new capital structure and
business prospects," added Ms. Cosentino.

                            *   *   *

As previously reported in the Troubled Company Reporter, 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


OGLEBAY NORTON: Dec. 31 Working Capital Deficit Stands at $14MM
---------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) reported its results for
the fourth quarter and full year ending December 31, 2002.
Results for the quarter and full year include:

      * Revenues for the quarter were $102.0 million compared to
$98.8 million in the year- earlier period. Revenues for the full
year were $400.6 million compared to $404.2 million in 2001.

      * Operating income for the quarter was $3.2 million
compared to an operating loss of $8.2 million in the fourth
quarter of 2001. For the full year, operating income was $34.6
million compared to $15.2 million in 2001. Adjusted fourth
quarter 2001 operating income was $4.5 million excluding
goodwill amortization of $0.8 million and one-time,
restructuring related special charges of $11.9 million. Adjusted
operating income for the 2001 twelve-month period was $34.2
million excluding one-time, restructuring related charges of
$16.1 million and $2.9 million attributable to goodwill
amortization over the full year.

      * Net loss for the quarter was $6.7 million, compared to a
net loss of $11.0 million for the fourth quarter last year. The
net loss for the full year was $6.6 million compared to a net
loss of $18.8 million for the same period in 2001. Adjusted
fourth quarter 2001 net loss was $0.54 per diluted share
excluding special charges totaling $1.55 per diluted share and
goodwill amortization of $0.10 per diluted share. Adjusted net
loss for the 2001 twelve-month period was $0.54 per diluted
share excluding special charges totaling $2.85 per diluted share
and $0.37 per diluted share attributable to goodwill
amortization.

      * Earnings before interest, taxes, depreciation and
amortization (EBITDA) for the quarter were $10.8 million
compared to $13.2 million in the fourth quarter 2001. EBITDA for
the full year was $66.5 million compared to $67.7 million in the
year-earlier full year.

      * At year-end, the company was in compliance with all the
covenants of its bank debt.

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

Oglebay Norton President and Chief Executive Officer Michael D.
Lundin said, "The unexpected contraction in gross domestic
product (GDP) from the third quarter into the fourth quarter
combined with weakened demand for our Performance Minerals
segment's products contributed to the margin erosion we
experienced going from the third quarter into the fourth.
However, operating margins improved for each of our segments on
a year-over-year basis, as did the consolidated operating
margin.

"While we did achieve improved results from our operations,
higher interest expense, higher retirement costs and an increase
in reserves for product liability negatively impacted our
overall full-year profitability," Lundin added.

The Great Lakes Minerals segment's revenues for the quarter
increased to $49.1 million from $43.2 million in the fourth
quarter 2001. The increase in revenue is primarily related to
increased tonnage shipped on our vessels and our limestone
operations selling a higher percentage of its products at a
delivered price including freight. Fourth quarter operating
margins slipped to 7.9% compared with 8.4% for the same period
in 2001. The decrease in margin, fourth quarter over fourth
quarter, is primarily related to the shift in stones sales to a
delivered price combined with a shift in mix transported on our
vessels. On a full-year basis, operating margins improved for
the segment to 12.0% from 10.1% last year. Operating income for
the quarter increased to $3.9 million compared to $3.6 million
for the same period in 2001.

The Global Stone segment's revenues for the quarter were $35.3
million, up from $34.5 million in the 2001 fourth quarter. The
increase in revenues is primarily attributable to the addition
of new accounts that did not exist in 2001. These gains were
partially offset by continued softness in demand for fillers in
the carpet and flooring markets, lower lime sales in the
Oklahoma region and lower aggregate volume in Virginia.
Operating margins improved to 5.7% for the quarter compared with
2.5% in last year's fourth quarter. For the full year, operating
margins were 9.7% compared to 7.2% through the full year 2001.
The margin improvements for the segment are primarily the result
of cost-control measures initiated as part of the company's
restructuring initiatives put in place late in the fourth
quarter of 2001. Operating income for the quarter was $2.0
million compared to $869,000 in last year's fourth quarter.

The Performance Minerals segment's revenues for the quarter were
$18.3 million compared to $21.6 million in the same period last
year. The decline in revenues is primarily the result of reduced
demand for fracturing sands caused by a decline in oilfield
activity, reduced demand for sands in the building materials
market, and the closure of three non-strategic abrasives plants.
Operating margins were 6.2% for the quarter compared to 9.3% in
the year-earlier period. The decline in operating margins
quarter over quarter is primarily the result of the reduction in
production volumes. Full year 2002 operating margins were 14.3%
compared to 13.3% for the 2001 twelve-month period. Operating
income for the quarter was $1.1 million compared to $2.0 million
in last year's fourth quarter.

Lundin continued: "While we are disappointed with our financial
result for the year, we did accomplish our operational
objectives: We continued to execute our Great Lakes Minerals
segment's strategy, we were successful in improving Global
Stones margins and we also improved margins for the Performance
Minerals segment.

"Looking forward, our focus will be on the fundamentals of
operating our businesses, identifying new market opportunities,
paying down debt and capturing additional cost reductions. We
clearly understand our financial position and we are actively
evaluating all strategic alternatives to permanently reduce our
debt and improve the return to all our stakeholders," Lundin
concluded.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries. Building on
a 149-year heritage, our vision is to be the best company in the
industrial minerals industry. The company's website is located
at www.oglebaynorton.com .

                            *    *    *

As previously reported, Standard & Poor's lowered its corporate
credit and bank loan ratings on Oglebay Norton Co., to single-
'B' from single-'B'-plus due to difficult end-market conditions,
the company's weak financial performance, and its limited free
cash-flow generation, which will continue to result in high debt
levels.

The outlook is negative.

The ratings reflect Oglebay's very high debt leverage, cyclical
end markets, high capital spending requirements relative to
operating cash flow, and refinancing risk. The ratings also
reflect the company's diversified business segments and a focus
on productivity and operational improvements.


PACIFICARE HEALTH: American Express Discloses 5.7% Equity Stake
---------------------------------------------------------------
American Express Financial Corporation beneficially owns
2,042,718 shares of the common stock of PacifiCare Health
Systems, Inc., representing 5.7% of the outstanding common stock
of the Company.  American Express Financial shares voting powers
over 2,114 shares and shared dispositive powers over the entire
2,042,718 shares.

PacifiCare Health Systems is one of the nation's largest
consumer health organizations. Primary operations include
managed care products for employer groups and Medicare
beneficiaries in eight Western states and Guam serving more than
3 million members. Other specialty products and operations
include pharmacy benefit management, behavioral health services,
life and health insurance, and dental and vision services. More
information on PacifiCare Health Systems can be obtained at
http://www.pacificare.com

                        *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PACIFIC GAS: Says S&P Rating Status Indicates Plan's Feasibility
----------------------------------------------------------------
Pacific Gas and Electric Company issued this statement after
Standard & Poor's completed a rating evaluation that indicates
investment grade credit status for all the securities used to
pay creditors and the four resulting companies under PG&E's
reorganization plan:

"The investment grade credit level S&P determines for all of the
elements of PG&E's reorganization plan is an important indicator
of the success of the plan, and is key to the ability to
successfully complete financings necessary to pay creditors and
emerge from bankruptcy.

"Achieving and maintaining investment grade status for all the
securities and each of the companies that would result from
PG&E's plan is a critical element of that plan, one that
distinguishes the utility's plan from the competing proposal.
PG&E believes that under the CPUC's alternative plan, the
utility would emerge as a financially weakened, junk bond
company.

"The most efficient way to procure energy for customers and
invest billions of dollars for new infrastructure to keep
California's economy moving is for PG&E to be investment grade.

"Standard & Poor's letter notes 'that the approximately $8.5
billion of Securities proposed to be issued by the four
companies, as well as the corporate credit ratings of the four
companies proposed to succeed PG&E, would be capable of
achieving investment grade ratings of at least BBB-.'

"PG&E believes it can satisfy the conditions outlined in the S&P
letter and will ultimately receive a final, definitive
investment grade credit rating for the securities and companies
in its plan of reorganization, once the plan is confirmed by the
Bankruptcy Court.

"The modifications PG&E is making to its reorganization plan
have served to strengthen PG&E's plan and enhance its financial
feasibility. The principal modification involves the issuance of
up to $700 million in common equity by PG&E Corporation, which
will be used to reduce debt financing in the plan by a
corresponding amount. The actual amount of equity issuance may
be substantially less, as a result of FERC-ordered refunds from
generators, reduced creditor claims, or other sources of cash
above the level included in current projections. PG&E will file
its plan modifications with the Bankruptcy Court on February 24.

"PG&E continues to believe it has developed the only financially
feasible solution that allows the utility to emerge from Chapter
11 as an investment grade company and provides for continued
environmental and regulatory protections. The company's plan of
reorganization achieves these objectives without asking the
Bankruptcy Court to raise rates or the State for a bailout."

NOTE: In its initial credit evaluation in January 2002, S&P
found that all the securities and the four companies established
under PG&E's plan "are capable of achieving investment grade
ratings within the BBB rating category." In December 2002, PG&E
asked S&P to update the credit status for its plan of
reorganization.


PANACO INC: Has Until March 20 to Make Lease-Related Decisions
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of Texas, Panaco, Inc., obtained an extension of its lease
decision period.  The Court gives the Debtor the earlier of:

      i) March 20, 2003 or

     ii) the confirmation of a plan of reorganization,

to determine whether to assume, assume and assign, or reject
unexpired nonresidential real property leases.

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002 (Bankr.
S.D. Tex. Case No. 02-37811).  Monica Susan Blacker, Esq., at
Neligan Stricklin LLP represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its
creditors, it listed $130,189,000 in assets and $170,245,000 in
debts.


PC LANDING: Wants to Stretch Plan Exclusivity through June 20
-------------------------------------------------------------
PC Landing Corp., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods.  The Debtors want to stretch their exclusive
plan filing period through June 20, 2003 and their time to
solicit acceptances of that plan from creditors through August
22, 2003.

The Debtors assert that they and their professionals have worked
diligently to minimize the Debtors' time in chapter 11 and to
ensure that the best interests of the Debtors, their estates,
and their creditors are maintained. Since the Petition Date, the
Debtors have been primarily focused on negotiating the use of
cash collateral with the Bank Group, pursuing inquiries from
potential purchasers in connection with the sale of
substantially all of the Debtors' assets, addressing regulatory
issues, and negotiating new operating contracts with various
entities to ensure that the Debtors have the appropriate support
to carry them through the Investment Process.

As a result, the Debtors have already received substantial
offers for the sale of substantially all of their assets and
finalizing a "stalking horse" agreement necessary to move
forward with a formal auction process. Until such time as the
Investment Process is completed, there would be too many
uncertainties for the Debtors and their creditors to attempt to
go forward with a chapter 11 plan.

Although substantial progress has been made in these cases,
additional time is needed for the Debtors to formulate a chapter
11 plan. The Debtors believe that the requested exclusivity
extension will provide them ample time to arrive at a consensual
plan.

PC Landing Corporation and its debtor-affiliates, own and
operate one of only two major trans-Pacific fiber optic cable
systems with available capacity linking Japan and the United
States.  The Debtor filed for chapter 11 protection on July 19,
2002 (Bankr. Del. Case No. 02-12086). Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed an estimated assets
of over $10 million and estimated debts of more than $100
million.


PETROLEUM GEO: Will Announce Fourth Quarter Results on Wednesday
----------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (Oslo:PGS) expects to
announce its fourth quarter and year-end 2002 financial results
at 2 p.m. Central European Time on Wednesday, February 26, 2003.

A press conference will be arranged in the PGS offices at
Lysaker, Oslo on Wednesday, February 26, at 2 p.m. CET. A
presentation will be given to analysts at 3 p.m. CET in the same
location. Live audio together with the presentation will be
broadcasted over the PGS Website, http://www.pgs.com, starting
promptly at 3 p.m. CET. Interested parties should go to the
Website at http://www.pgs.com, at least 15 minutes early to
register and to download and install any necessary audio
software.

In conjunction with this announcement, Chief Executive Officer,
Svein Rennemo, and Chief Financial Officer, Knut Oversjoen, will
present the Company's financial results at a breakfast meeting
in New York City on Tuesday, March 4, 2003, at the Inter-
Continental Hotel The Barclay New York, 111 East 48th Street, in
the Whitney Room, Lobby Level, from 8:00 a.m. to 9:00 a.m.
Eastern Time.

To make your reservation (RSVP) for this breakfast presentation
meeting, register by fax to Suzanne McLeod at +1 281-589-1482 or
send an e-mail to suzanne.mcleod@pgs.com by Friday, February 28,
2003.

                          *   *   *

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


QWEST COMMS: December 31 Balance Sheet Upside-Down by $1 Billion
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) announced its
financial results for the fourth quarter and full-year of 2002.
The company announced fourth quarter net income of $2.7 billion
compared to a net loss of $645 million in the fourth quarter of
2001. For the full year 2002, Qwest announced a net loss of
$35.9 billion (inclusive of approximately $40.9 billion of
accounting related impacts), compared with a loss of $4.8
billion in 2001. Fourth-quarter and full-year 2002 results
include the impacts realized from the first stage of the sale of
QwestDex and the completion of a debt exchange offer in
December. Full-year 2002 results also reflect accounting related
impacts of approximately $30 billion in goodwill reduction and
$10.9 billion of long-lived asset impairments.

Qwest Communications' December 31, 2002 balance sheet shows a
working capital deficit of about $1.2 billion, and a total
shareholders' equity deficit of about $1 billion.

"We are beginning to see some positive, stabilizing trends in
our core businesses," said Richard C. Notebaert, Qwest chairman
and CEO. "We are now building positive momentum from the
successes of 2002 as we focus on providing customers with
excellent service and great value."

"We have made significant strides in our efforts to strengthen
our balance sheet and position the company for long-term
competitiveness," said Oren G. Shaffer, Qwest vice chairman and
CFO. "We completed our debt-for-debt exchange, which allowed us
to reduce debt by $1.9 billion, and we improved our working
capital position by $5.1 billion for the year. Moreover, our
progress in addressing our accounting and internal reviews
enables the Qwest management team to place even greater focus on
our core operations."

                        Operating Results

Revenue for the fourth quarter was $3.7 billion, an 11.2 percent
decrease from the same period last year, and a 3.1 percent
decrease sequentially. Revenue for full-year 2002 was $15.5
billion, a 7.5 percent decline from 2001 revenue of $16.7
billion. Fourth quarter revenues declined due to continued
competitive pressures in local and long-distance voice services,
as well as the company's efforts to shift away from less
profitable businesses, such as data customer premise equipment
(CPE) resale. These trends were partially offset by continued
growth of the company's advanced IP product revenue.

Cost of sales and SG&A expenses for the fourth quarter declined
$466 million, or 15.6 percent, over last year. Sequentially,
these expenses declined $319 million, or 11.2 percent, in the
quarter. Approximately half of the sequential expense
improvement stemmed from a reduction in operating expenses. The
remaining improvement reflects a re-estimate of accruals
relating to regulatory settlements and bad debt reserves.

For the fourth quarter, operating income was $346 million
compared with a $759 million operating loss in the fourth
quarter of 2001, and an $11 million operating loss in the third
quarter of 2002. Sequential operating income improvement was
driven by lower cost of sales and SG&A expenses, and adjustments
to restructuring and other charges. For the full-year 2002,
operating loss was $18.2 billion, compared to $1.3 billion in
2001. Full-year 2002 results include approximately $18.4 billion
in goodwill and asset impairment writedowns.

               Operational and Financial Highlights

Some of the key operational and financial highlights achieved
since the announcement of third quarter results include:

      -- Qwest significantly reduced total debt, less cash and
cash equivalents, from $25.0 billion to $20.4 billion in the
fourth quarter. This reduction was achieved through the
realization of $2.75 billion in QwestDex sale gross proceeds,
and a debt exchange offer that reduced outstanding total debt by
$1.9 billion.

      -- Qwest received unanimous approval from the Federal
Communications Commission to re-enter the long-distance business
in nine states: Colorado, Idaho, Iowa, Montana, Nebraska, North
Dakota, Utah, Washington and Wyoming. These nine states
represent approximately 55 percent of Qwest's total local base.

      -- Qwest filed an application with the FCC on January 15,
2003, for authority to provide long-distance service to
customers in three additional states: New Mexico, Oregon, and
South Dakota. These states represent approximately 15 percent of
Qwest's total local base. Qwest plans to file similar
applications for long-distance authority in its remaining two
states, Arizona and Minnesota, later in 2003.

      -- Qwest experienced positive stabilizing trends in its
core business. Consumer access line losses reduced sequentially
for the second consecutive quarter. In the fourth quarter, Qwest
lost approximately 162,000 consumer access lines, 9,000 fewer
lines than in the third quarter. The company believes this
improvement was due to retention and customer service
initiatives, partially offsetting the effects of competition,
technology substitution, and a sluggish economic environment.
Combined consumer and business access lines declined 4.4 percent
year-over-year in the fourth quarter. UNE-P line volumes
declined for the second consecutive quarter, from approximately
498,000 to 490,000 sequentially.

      -- Qwest 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. Qwest customers
are getting better service than they have received previously,
and the more than $9 billion in network upgrades and new
technology investments made over the last three years are
delivering the expected improvements. 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.

      -- Qwest launched new packages and bundles that simplify
the pricing for customers and provide superior value. Qwest
customers can now select from simplified pricing plans for their
local telephone service (including the most popular features
like Caller ID and voice mail), long-distance (in the nine
states available), and wireless service.

      -- Qwest continued to secure major contracts with large
enterprise and government customers for voice and data services.
In the fourth quarter, Qwest entered into new service agreements
with: Fairbanks Capital, the General Services Administration,
and NASA.

                     Accounting Matters

Reported results for 2002 are reflective of a number of
significant accounting related matters, including:

      -- As previously disclosed, Qwest has been conducting a
review of its accounting policies, practices, procedures, and
disclosures. As a result, the company is restating its
previously reported financial results for 2001 and 2000. These
restatements also result in adjustments to previously disclosed
financial results for interim periods in 2002. Qwest can give no
assurance that the financial information contained herein will
not be subject to further adjustment. All financial information
contained herein is unaudited. The audit, which is in the
preliminary stages, may also result in changes to such financial
information. The company has included the estimated impact of
various restatements for 2001 which were previously disclosed.

      -- Pursuant to SFAS No. 142, "Goodwill and Other Intangible
Assets," the company has performed an additional goodwill
impairment analysis as of June 30, 2002, and is now reporting a
goodwill impairment charge of approximately $7.5 billion
effective in the second quarter of 2002.

      -- During 2002, the company recorded $30 billion in
goodwill reductions, which consisted of the $7.5 billion in
goodwill impairment discussed above and $22.5 billion of
goodwill reduction as the result of a change in accounting
principle associated with the transitional goodwill impairment.
The $22.5 billion of goodwill reduction is adjusted from
previously reported estimates of approximately $24 billion.

      -- As previously disclosed, pursuant to SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets," Qwest has performed an impairment evaluation for its
traditional telephone network, global fiber optic broadband
network, and related assets. As a result of this evaluation,
Qwest recorded an approximately $8.2 billion impairment charge
in its unaudited financial statements for the second quarter of
2002. In the same quarter, an approximately $2.7 billion
reduction in the carrying value of identifiable intangible
assets was also recorded for a total asset impairment charge of
approximately $10.9 billion.

                          Outlook For 2003

For 2003, Qwest expects a continuation of current economic and
competitive trends, resulting in the following operating
expectations:

      -- Access lines are expected to continue to face pressure
from wireless and broadband substitution, competition, and a
declining regional economy. Trends seen in the second half of
2002 are expected to continue into 2003 with overall net access
line declines slightly better than the declines experienced in
2002.

      -- Consumer long-distance revenues are expected to continue
to decline outside Qwest's 14-state local service region as
Qwest continues with its strategy to maximize profitability on
this product line. These declines are expected to be
increasingly offset as the year progresses by consumer long-
distance revenues generated within the 14-state region.

      -- Demand for data and IP services is expected to remain
relatively flat in 2003. Qwest expects modest growth in demand
of its core data and IP telecom offerings, such as ATM and frame
relay, to be offset by declines in low-margin CPE and
professional services sales.

      -- DSL subscriber growth is expected to accelerate
throughout the year as the customer service improves and
coverage is expanded. Net additions for 2003 are expected to
exceed 2002 gains.

In addition, the company highlights the following key financial
trends in 2003:

      -- The rate of revenue decline is expected to be comparable
to or slightly better than 2002 levels.

      -- Cash operating expenses are expected to decline from
2002 levels as cost improvement initiatives are partially offset
by increased pension expenses and benefit and wage increases.

      -- Capital expenditures are expected to be in the range of
15 to 20 percent of revenue.

      -- Free cash flow is expected to be breakeven to modestly
positive.

      -- Qwest will continue to monitor market conditions for
opportunities to reduce debt through strategic financing
transactions, which may include debt-for-debt exchanges, debt-
for-equity exchanges, and other available financing
alternatives.

                         Note to Investors

The attached statements detail financial results in the
following product and service categories, consistent with
Qwest's peer group:

      -- Wireline: Products and services include local and long-
distance voice services, calling features, data transport and
networking, Internet access, network access, directory
assistance, and CPE;

      -- Wireless: Wireless services and equipment within Qwest's
14-state region;

      -- Other: Network services from telephone pole leases,
property sub-lease rentals, and other miscellaneous revenue
items.

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 50,000-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

DebtTraders reports that Qwest Communications Intl.'s 7.250%
bonds due 2008 (Q08USR2) are trading between 81 and 83. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR2for
real-time bond pricing.


QWEST COMMS: Gets Positive Recommendation on 3-State Application
----------------------------------------------------------------
The U. S. Department of Justice recommended conditionally that
the Federal Communications Commission approve Qwest's (NYSE: Q)
application to re-enter the long- distance business in three
states: Oregon, New Mexico and South Dakota. Last year, the DOJ
made a similar approval recommendation on Qwest's application
for Colorado, Idaho, Iowa, Nebraska, North Dakota, Washington,
Utah, Montana and Wyoming. On December 23, 2002 the FCC approved
that application and Qwest is now offering long-distance service
in those states.

The DOJ's recommendation states: "Qwest's application
demonstrates that it has succeeded in opening its local markets
in New Mexico, Oregon, and South Dakota in many respects." The
DOJ "recommends that the Commission approve Qwest's application
of long distance authority in these states" as long as the FCC
assures itself that Qwest has adequately addressed issues
related to the extent of residential competition in New Mexico.
The department also suggested that Qwest clarify its position
regarding certain claims made by WorldCom.

"We commend the DOJ for thoughtfully evaluating our
application," said Steve Davis, Qwest senior vice president of
public policy. "We strongly believe we are successfully
addressing with the FCC the two issues identified by the DOJ and
we're excited about the possibility of giving customers in
Oregon, New Mexico and South Dakota the benefit of competitive,
low rates for residential and business long-distance phone
service. Today's positive recommendation from the DOJ moves us a
major step closer to being able to do so," Davis added.

The Telecommunications Act of 1996 requires the FCC to give the
DOJ's recommendation "substantial weight" prior to making a
final determination on Qwest's application. Qwest plans to file
similar applications for long- distance authority in its
remaining two states, Arizona and Minnesota, in the next few
months.

Residential and business customers in Qwest's region could save
more than $1 billion annually with Qwest's re-entry into the
regional long-distance business, according to a study by
Professor Jerry A. Hausman, director of the Massachusetts
Institute of Technology Telecommunications Research Program.
Qwest has spent more than $3 billion to open its markets to
competitors and comply with the act.

Qwest Communications International Inc., (NYSE: Q), whose
December 31, 2002 balance shows a total shareholders' equity
deficit of about $1 billion, is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 50,000-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: Airs Disappointment with FCC Network Unbundling Rules
------------------------------------------------------------
The following statement regarding new rules on network
unbundling requirements announced by the Federal Communications
Commission is attributable to Steve Davis, Qwest senior vice
president of public policy.

"We're disappointed that a majority of the FCC passed on this
opportunity to jump-start investment and confidence in the
telecommunications industry. The choice of resale over
investment is not in the best interests of consumers, investors
or the economy.

"The uncertainty that has surrounded the telecommunications
industry for nearly the past two years -- limiting access to
capital and stifling new investment -- will continue as a result
of today's decision.

"It's equally disturbing that the majority has chosen to
disregard repeated decisions by the courts to construct an
Unbundled Network Element methodology that is consistent with
the Telecommunications Act 1996, requiring sharing of facilities
among competitors only where necessary."

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 50,000-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


RAND MCNALLY: Wants to Continue Employing Ordinary Course Profs.
----------------------------------------------------------------
Rand McNally & Company, along with its debtor-affiliate
randmcnally.com, inc., asks for permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to
continue employing professionals management turns to in the
ordinary course of their businesses.

The Debtors relate that prior to filing their chapter 11 cases,
they employed, from time to tune, professionals to render
services relating to:

      (a) general corporate,

      (b) litigation,

      (c) accounting,

      (d) auditing, and

      (e) other matters requiring the expertise and assistance of
          professionals.

The Debtors argue that the number of Ordinary Course
Professionals that are retained by the Debtors, will be costly
and inefficient if they be individually required to submit
applications to the Court.

Moreover, if the expertise and background knowledge of these
Ordinary Course Professionals with respect to the particular
areas for which they were responsible prior to the Filing Date
arc lost, the Debtors' estates undoubtedly will incur additional
and unnecessary expenses because the Debtors will he forced to
retain other professionals without such background and
expertise. It is therefore in the best interests of the Debtors'
estates to avoid any disruption in the professional services
required in the day-to-day operations of the Debtors'
businesses.

Consequently, the Debtors want to pay the ordinary course
professionals, without formal application to the Court, 100% of
the postpetition fees and disbursements upon the submission to
the Debtors of an appropriate invoice setting forth, in
reasonable and customary detail, the nature of the services
rendered after the Filing Date.

The Debtors estimate that such interim fees and expenses will
not exceed a total of $75,000 per month for all Ordinary Course
Professionals and $15,000 per month for any single Ordinary
Course Professional.

Additionally, the Debtors request that they be authorized to
employ and retain additional Ordinary Course Professionals
needed by the Debtors in the ordinary course of their business
without the need to file individual retention applications for
each.

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


RELIANT RESOURCES: Pending Refinancing Prompts S&P's B- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on electricity provider Reliant Resources Inc. and three
of RRI's subsidiaries, Reliant Energy Mid-Atlantic Power
Holdings LLC, Orion Power Holdings Inc., and Reliant Energy
Capital (Europe) Inc., to 'B-' from 'B+', pending the
refinancing of various credit facilities amounting to $5.9
billion. The ratings on each of these companies remain on
CreditWatch with developing implications.

In addition, Orion Power's senior unsecured rating was lowered
to 'CCC' from 'B-'.

The ratings of Reliant Energy Power Generation Benelux B.V.
remain on CreditWatch with developing implications. While REPGB
does not benefit from legal ring-fencing, the perceived economic
disincentives for either RRI or its creditors to file this
subsidiary into bankruptcy along with jurisdictional and
geographic differences between RRI and REPGB allow Standard &
Poor's to maintain a differential in the ratings at this time.

Houston, Texas based RRI's outstanding debt totaled $7.5
billion, including off balance sheet debt equivalents of $1.8
billion, as of September 30, 2002.

The rating action reflects the time frame that RRI has to reach
an agreement with its lenders. Standard & Poor's believes that
the possibility of a default and a bankruptcy filing within the
next 12 months, and particularly within 60 days, is not
consistent with a default rating of 'B+'.

RRI faces no new uncertainties regarding the refinancing of its
bank maturities. The company has obtained an extension from its
banks extending the due date until March 28, 2003. However,
should less than 100% of the bank lenders agree to commit to the
terms of a renegotiated deal representing a long-term solution,
a default could occur.  RRI currently has no access to the
capital markets and lacks adequate liquid funds to fully repay
the $2.9 billion maturity on March 28.  If RRI is unable to
obtain commitments from all of its bank lenders, it may resolve
its credit situation in a bankruptcy filing.

The CreditWatch Developing designation means that ratings could
go either up or down depending on the outcome of the refinancing
negotiations. RRI expects to pay a higher rate, provide
collateral, and be required to meet greater cash restrictions
under renewed credit facilities.


RELIANT RESOURCES: Reaches Agreement to Sell European Business
--------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) has entered into an
agreement in principle under which Reliant Resources will sell
its European business to nv Nuon, a Netherlands-based
electricity distributor. Once the advice of the works council
(Dutch trade employee organization) is received, the companies
will execute a definitive stock purchase agreement, the terms of
which have been agreed.

The approximately $1.3 billion (euro 1.2 billion) transaction
includes cash receipts of approximately $1.2 billion (euro 1.1
billion) at closing and a contingent payment based on future
dividends or liquidation proceeds of NEA, the former
coordinating entity for the Dutch generation sector. The
transaction is subject to Dutch and German competition approval
and is expected to close in approximately six months. As a
result of the sale, the company will recognize a loss of
approximately $0.9 billion of which approximately $0.5 billion
relates to impairment of goodwill, which will be recorded in
2002 results of operations. The remainder of the loss will be
reflected in 2003 results of operations as a loss on sale.
Excluding the loss, the transaction is expected to be accretive
to the company's earnings per share.

Reliant Resources will pay off the euro 600 million bank term
loan at Reliant Energy Capital Europe that matures in March 2003
with proceeds from the sale. Nuon will assume the debt at
Reliant Energy Power Generation Benelux that matures in July
2003.

"We are pleased to have reached this agreement. The sale is an
important step in reshaping the capital structure of the
company," said Steve Letbetter, chairman and CEO. "It will
increase our expected earnings per share going forward, it will
meaningfully reduce our overall debt levels, and it will improve
our liquidity by providing in excess of $500 million of cash
after the repayment of associated debt."

Reliant Resources' European business includes approximately
3,500 megawatts of generating capacity in The Netherlands and
commercial operations related to the generating assets.

Merrill Lynch & Co., and ABN Amro acted as financial advisors,
and Clifford Chance acted as legal counsel to Reliant Resources.

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. The company has approximately 21,000
megawatts of power generation capacity in operation, under
construction or under contract in the U.S. and approximately
3,500 megawatts of power generation in operation in Europe. At
the retail level, Reliant Resources provides a complete suite of
energy products to 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


SHELBOURNE: Units Enter into $55-Million Loan Transaction
---------------------------------------------------------
Shelbourne Properties I, Inc. (Amex: HXD), Shelbourne Properties
II, Inc. (Amex: HXE), and Shelbourne Properties III, Inc. (Amex:
HXF) said that their indirect subsidiaries have obtained a $55
million loan from Fleet National Bank that matures on
February 19, 2006, subject to extension, and is prepayable in
whole or in part without premium or penalty.

The proceeds of the loan have been used to, among other things,
satisfy the Shelbourne REITs existing credit facility and
establish an aggregate $5,000,000 in reserves as required by the
lender, with remaining proceeds of the loan, after costs, of
approximately $21,000,000 in the aggregate for all of the
Shelbourne REITs. The loan is secured by a first mortgage lien
on certain of the Shelbourne REITs properties. The loan is not,
however, secured by the Shelbourne REITs property located at 568
Broadway, New York, New York which is currently under contract
for sale. Accordingly, the proceeds of the sale of 568 Broadway,
when sold, will now be available for distribution instead of
approximately 50% of such proceeds being required to satisfy the
prior credit facility.

The loan is secured by mortgages on certain real properties
owned by the Shelbourne REITs. The Shelbourne REITs are required
to maintain a certain debt yield maintenance ratio and have
certain restrictions with respect to engaging in certain equity
financings and business combinations, incurring additional
indebtedness, acquiring additional properties, selling
properties and making certain distributions.

The Board of Directors and Shareholders of each of the
Shelbourne REITs has previously approved a plan of liquidation
for each REIT.


SHERRITT POWER: Sherritt Int'l Amends Restructuring Proposal
------------------------------------------------------------
Sherritt Power Corporation and Sherritt International
Corporation announced that Sherritt International has made a new
proposal to restructure Sherritt Power and that the board of
directors of Sherritt Power has decided to recommend to Sherritt
Power security holders the enhanced terms proposed by Sherritt
International in respect of Sherritt Power's common shares and
12.125% senior unsecured amortizing notes due 2007.

The Sherritt International proposal arises out of an expectation
by Sherritt Power, previously announced, that it would be unable
to meet the $45 million principal repayment on the Sherritt
Power notes scheduled for March 31, 2003. A committee of
independent directors of Sherritt Power, with the advice of
Paradigm Capital Inc., its financial advisor, and Stikeman
Elliott LLP, its legal advisor, has unanimously recommended the
board of directors of Sherritt Power support the enhanced
proposal. The Sherritt Power board of directors has unanimously
determined to recommend acceptance of the enhanced proposal to
its shareholders and noteholders.

The transactions to be put forward to Sherritt Power's security
holders will provide owners of the Sherritt Power notes (other
than Sherritt International), with approximately 12.7% of the
principal value of the Sherritt Power notes in cash and 87.3% of
the principal value of the notes in the form of a new 9.5%
Sherritt International Corporation senior unsecured debenture
due March 31, 2010. The transactions will also provide common
shareholders of Sherritt Power (other than Sherritt
International), 1.45 restricted voting shares of Sherritt
International for each common share of Sherritt Power owned.
Sherritt International holds $60.2 million of the $180.5 million
principal amount (33.3%) of the Sherritt Power notes outstanding
as well as 49.7% of the eight million outstanding common shares
of Sherritt Power.

Sherritt International, in preparation of its enhanced proposal,
has sought the input of a number of investors that have
indicated that they hold in aggregate the majority of Sherritt
Power securities. As well, Sherritt International has entered
into a letter agreement with a portfolio management firm, which
has represented that it holds approximately $30 million in face
value of Sherritt Power notes and 2.6 million common shares of
Sherritt Power in a variety of segregated portfolios and funds
in respect of most of which the firm has discretionary
responsibility. This portfolio management firm has agreed that
it will support the proposed transactions and exercise its
voting power in favour of the transactions.

The proposed transactions will be effected by way of an
amalgamation between Sherritt Power and a newly created
subsidiary of Sherritt International, immediately followed by
the winding-up of the amalgamated company into Sherritt
International. The transactions will be subject to the approval
of the shareholders of Sherritt Power (other than Sherritt
International), and will also be subject to the approval of the
holders of the Sherritt Power notes in accordance with their
governing trust indenture. Sherritt Power intends to convene
meetings of its common shareholders and noteholders prior to
March 31, 2003. In that regard, it will deliver to shareholders
and noteholders a management information circular containing
further information with respect to the proposed transactions,
the deliberations of the committee of independent directors and
the Sherritt Power board, and the valuation and fairness opinion
provided to Sherritt Power by Paradigm Capital Inc.

Sherritt Power Corporation was formed to finance, construct and
operate power-generating businesses. Sherritt Power trades on
The Toronto Stock Exchange under the symbol "U". The
Corporation's Sherritt Power notes trade on the over-the-counter
market.

Sherritt International Corporation is a widely held Canadian
public company with 97.8 million shares and $600 million of
convertible debentures, which trade on The Toronto Stock
Exchange under the symbols S and S.DB, respectively.

                          *     *     *

As reported in Troubled Company Reporter's January 24, 2003
edition, the proposal from Sherritt International addresses
Sherritt Power's liquidity concerns as well as provides
securities via exchanges that Sherritt International has
indicated represent premiums to the historical trading prices
for Sherritt Power's common shares and Notes. Sherritt
International has indicated that this proposal will also provide
for continuing participation via an interest in Sherritt
International, which has complementary businesses to Sherritt
Power as well as other more diversified businesses.


SOUTHERNERA RESOURCES: Closes C$69.75 Million Equity Financing
--------------------------------------------------------------
SouthernEra Resources Limited has completed its previously
announced equity financing with a syndicate led by Griffiths
McBurney & Partners and including BMO Nesbitt Burns Inc., CIBC
World Markets Inc., Haywood Securities Inc., Sprott Securities
Inc. and Canaccord Capital Corporation for gross proceeds of
C$69.75 million. The financing consisted of 9 million common
shares at C$7.75 per share.

The proceeds of the financing will be used to support debt
restructuring, further develop the greater Messina platinum
group metal mine, working capital requirements, future expansion
efforts and general corporate purposes.

The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would by
unlawful.

SouthernEra Resources is an independent producer of platinum
group metals (PGM's) and diamonds. The company also has an
extensive PGM and diamond exploration program. The common shares
are listed on the Toronto Stock Exchange and the London Stock
Exchange AIM.


SOUTH STREET CBO: S&P Keeps Watch on 2 Junk-Rated Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-1LA, A-1LB, A-1, A-2L, and A-2 notes issued by South
Street CBO 1999-1 Ltd., a high-yield arbitrage CBO transaction
managed by Colonial Asset Management, on CreditWatch with
negative implications. The ratings on classes A-1LB, A-1, A-2L,
and A-2 notes were previously lowered in October 2002.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the ratings were previously lowered on October 7, 2002.
These factors include continuing par erosion of the collateral
pool securing the rated notes and a decline in the interest from
the performing assets of the collateral pool available for hedge
and interest payments on the liabilities.

Since the October 2002 rating action, the deal has recognized
$14.55 million in defaults. Standard & Poor's noted that as a
result of asset defaults, the overcollateralization ratios for
this transaction have suffered since the previous rating action
was undertaken. As of the most recent available monthly trustee
report (January 17, 2003), the class A overcollateralization
ratio was at 84.89%, versus the minimum required ratio of
115.0%, and compared to a ratio of 90.1% at the time of the
October rating action.

The transaction is also failing the interest coverage test.
According to the January report, the interest coverage ratio was
at 120.22%, which compares to a ratio of 132.79% at the time of
the last rating action and a minimum required ratio of 130%. The
fixed coupon from the performing assets has also declined since
the last rating action. According to the latest trustee report,
the weighted average fixed rate coupon was at 9.7% versus 9.75%
at the time of the last rating action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for South Street CBO 1999-1 Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest
rate scenarios, while still paying all of the interest and
principal due on the notes. The results of these cash flow
runs will be compared to the projected default performance of
the performing assets in the collateral pool to determine
whether the ratings currently assigned to the notes remain
consistent with the credit enhancement available.

             RATINGS PLACED ON CREDITWATCH NEGATIVE

                  South Street CBO 1999-1 Ltd.

                     Rating
      Class    To               From   Current Balance
      A-1LA    AAA/Watch Neg    AAA      $50,090,000
      A-1LB    A/Watch Neg      A        $10,000,000
      A-1      A/Watch Neg      A        $55,000,000
      A-2L     CCC/Watch Neg    CCC      $24,000,000
      A-2      CCC/Watch Neg    CCC      $36,000,000


SPECTAGUARD ACQUISITION: S&P Rates Corp Credit & Bank Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to security guard provider SpectaGuard
Acquisitions LLC. The company operates under the name Allied
Security.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to Allied Security's proposed $125 million senior secured
credit facilities. (The bank loan rating is based on preliminary
terms and conditions and is subject to review.) Proceeds from
the bank loan and about $50 million of subordinated debt will be
used to finance the planned acquisition of the company by
MacAndrews & Forbes Holdings Inc.

The outlook is stable.

Pro forma for transaction, King of Prussia, Penn.-based Allied
Security would have had about $155 million of total debt
outstanding at December 31, 2002.

"The ratings on Allied Security reflect its narrow business
focus, limited size, and leveraged financial profile," said
Standard & Poor's credit analyst David Kang. "Somewhat
offsetting these factors are the industry's favorable growth
prospects and the company's fairly stable cash flows and
efficient operations."

Allied Security is the third-largest player in the highly
fragmented and competitive U.S. contract security officer
services industry. Growth prospects for the industry are
favorable given the growing concerns about terrorism following
the events of September 11, 2001, and the continuing trend
of companies outsourcing non-core operations such as security.
The company serves customers that it believes to be more
quality-conscious and less price-sensitive, including high-rise
office buildings, corporate complexes, financial institutions,
malls, universities, and hospitals.

The company's relatively high 90% contract retention rate
provides a degree of stability to its cash flows. However, the
recent trend toward consolidation in the industry has favored
the company's two larger competitors, Securitas AB and Group 4
Falck A/S, both of which have broader product portfolios,
greater geographic diversity, and greater financial resources.
Standard & Poor's believes Allied Security may face long-term
competitive challenges from these two companies, given their
relative size and breadth of services.

Another rating concern is the expectation that Allied Security
will make debt-financed acquisitions to increase its market
share or enter new markets.

The company's 75% annual employee turnover rate is good for an
industry that can have turnover as high as 600%. This factor and
the company's enterprise-wide management information system have
led to increased operating leverage and improved efficiency.

Possible causes of a default on the bank loan could include
exorbitant costs resulting from either legal claims or terrorist
activities or a highly publicized event that could damage the
firm's reputation and ability to attract or retain customers.
Based on its enterprise value methodology, Standard & Poor's
believes that bank lenders would likely realize meaningful, but
less than full, recovery of principal in the event of a
bankruptcy.


STM WIRELESS: Files for Chapter 11 Protection in California
-----------------------------------------------------------
STM Wireless, Inc. (Nasdaq:STMI), has entered into an agreement-
in-principle for the sale and purchase of the assets of STM for
a transaction value of approximately $4 million. The purchaser,
Sloan Capital Partners, LLC, is a private equity group which
intends to retain STM's operations intact and under the same
name. STM also announced that under the terms of the agreement-
in-principle, it has filed for a petition under Chapter 11 of
the United States Bankruptcy Court for the Central District of
California for an order to approve the transaction under section
363 of the Bankruptcy Code.

Emil Youssefzadeh, STM's CEO, said, "The purchase of assets by
Sloan Capital, once approved, will allow the purchaser to
operate STM as a private entity with a stronger balance sheet."
Under the terms of the agreement in principle, the surviving
entity will acquire all of the assets of the Company and assume
certain obligations and liabilities to existing customers
ensuring a seamless transition, which assures continuity of
support and availability of products. "It is our goal and
expectation that this transition will be completed as rapidly as
possible in order to complete the transaction by March 31,
2003," said Mr. Youssefzadeh.

There can be no assurance that the transaction contemplated by
the agreement-in-principle will be consummated. If the
contemplated transaction is consummated, it will likely result
in the common stock of the Company having no value.

STM Wireless, Inc., headquartered in Irvine, California --
http://www.stmi.com-- is a VSAT network system provider for IP-
based networking, telephony and bandwidth on demand data
applications. STM has a local and regional sales presence in
France, India, Thailand, Indonesia, China and South America,
which support an expanding number of in-country sales
representatives throughout the world.


STM WIRELESS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: STM Wireless Inc.
         1 Mauchly
         Irvine, California 92618

Bankruptcy Case No.: 03-11289

Type of Business: The Debtor is a VSAT network system provider
                   for IP-based networking, telephony and
                   bandwidth on demand data applications.

Chapter 11 Petition Date: February 20, 2002

Court: Central District of California, Santa Ana Division

Judge: John E. Ryan

Debtor's Counsel: Marc J. Winthrop, Esq.
                   Winthrop Couchot
                   660 Newport Center Drive, 4th Floor
                   Newport Beach, CA 92660
                   Tel: 949-720-4100

Total Assets: $22,747,000 at Sept. 30, 2002

Total Debts: $19,862,000 at Sept. 30, 2002


TENFOLD CORP: Eliminates $51-Mil. of L-T Real Estate Obligations
----------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of
the Universal Application(TM) platform for building and
implementing enterprise applications, has completed a series of
agreements with various landlords that, over the last year,
eliminated a total of approximately $51 million of long-term
lease obligations.

As a consequence of rapid growth during 1998 and 1999, TenFold
had leased substantial office space in 14 offices in cities
including Chicago, San Francisco, Atlanta, New York City,
Dallas, and London. TenFold and its landlord-lessors have
reached individual, confidential settlements allowing TenFold to
pay current market-rate rents for space that TenFold continues
to use, as well as enabling TenFold to return unused space,
settle its financial obligations regarding that space, and
terminate the leases.

"Eliminating these long-term real estate obligations has been an
essential step in launching TenFold as a growth technology firm
without using bankruptcy to restructure these onerous
obligations of a past business model," said Dr. Nancy Harvey,
TenFold's President and CEO. "This effort took considerably
longer than we initially imagined, but enabled us to deal
professionally and reach a mutually satisfactory agreement with
each of these landlords."

Earlier this year, TenFold announced that it would maintain its
headquarters in South Jordan, Utah, in space developed for it by
The Boyer Company. "We are delighted with our agreement with The
Boyer Company. We have space that meets our needs today, gives
us a high-quality headquarters facility at market rates, and
allows us to contribute as an early tenant in the growth of this
impressive technology corridor," added Dr. Harvey.

"This set of transactions brings to an end a tremendous effort
by Nancy and her management team," said Rick Bennett, TenFold
Board Member and Audit Committee Chairman. "Getting rid of
unused real estate obligations improves the balance sheet,
reduces monthly costs, frees management to run the business, and
gives our landlords a fair return in today's difficult
environment."

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM), to organizations that face the daunting task of
replacing obsolete applications or building complex applications
systems. Unlike traditional approaches, where business and
technology requirements create difficult IT bottlenecks,
Universal Application technology lets a small, business team
design, build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed and limited demand on
scarce IT resources. For more information, visit
http://www.10fold.com


TIERS CREDIT: Class 2 Series 2002-3 Rating Cut to B+ from BB-
-------------------------------------------------------------
Standard & Poor's Feb. 20

Standard & Poor's Ratings Services lowered its rating on TIERS
Credit Linked Certificates Trust Series 2002-3's class 2 and
removed it from CreditWatch with negative implications, where it
was placed on February 10, 2003.

TIERS Credit Linked Certificates Trust Series 2002-3 is a swap-
dependent synthetic transaction, and the class 2 certificates
are weak-linked to the rating on the referenced obligation, Host
Marriott L.P.'s 8.45% senior notes, which was lowered and
removed from CreditWatch with negative implications on
February 13, 2003.

           RATING LOWERED AND REMOVED FROM CREDITWATCH

       TIERS Credit Linked Certificates Trust Series 2002-3
        $10 million credit linked trust certs series 2002-3

                Class        Rating
                          To        From
                2         B+        BB-/Watch Neg


TRENWICK GROUP: Fourth Quarter Net Loss Balloons to $198 Million
----------------------------------------------------------------
Trenwick Group Ltd., reported a net loss available to common
shareholders of $198.1 million for the fourth quarter of 2002,
compared to a net loss of $26.4 million for the fourth quarter
of 2001.

The largest contributors to the net loss in the fourth quarter
of 2002 were the $106.6 million or $2.90 per share increase in
loss reserves related to adverse development of 2001 and prior
accident years at Trenwick's United States subsidiaries and
Trenwick International Limited, and a non-cash charge of $95.7
million or $2.60 per share related to the establishment of a
100% valuation allowance against Trenwick's U.K. deferred tax
asset due to a determination that Trenwick in its present
circumstance may be unable to realize the tax benefits of past
losses in the future.

The results for the fourth quarter of 2002 also include a charge
of $13.1 million resulting from the commutation of a reinsurance
cover relating to the previously announced sale of the in-force
property catastrophe reinsurance business of Trenwick's Bermuda
subsidiary, LaSalle Re Limited, to Endurance Specialty Insurance
Ltd. The 2001 fourth quarter net loss resulted primarily from
the $30.7 million, or $0.83 per share of losses related to the
November 12, 2001 American Airlines crash in Queens, New York
and reinstatement premiums payable by Trenwick to its reinsurers
in connection with the September 11, 2001 terrorist attacks.

For the year ended December 31, 2002, Trenwick reported a net
loss available to common shareholders of $386.1 million compared
to a net loss of $154.4 million for the 2001 year. The results
for the 2002 year include $223.5 million of loss reserve
strengthening, a non-cash charge of $150.2 million resulting
from the establishment of 100% valuation allowances against
Trenwick's U.S. and U.K. deferred tax assets and a charge of
$41.7 million for the cumulative effect of the change in
accounting for goodwill as a result of Trenwick's adoption of a
new accounting standard referred to below effective January 1,
2002. In addition, Trenwick's results for the 2002 year include
a charge of $17.3 million (net of commission income of $2.8
million), related to the sale of the in-force business of
LaSalle Re Limited.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer, stated, "Trenwick has moved aggressively these last two
quarters to ensure our balance sheet appropriately reflects
ongoing actuarial developments within the Company and the
industry, provide a going forward operating opportunity for our
North American reinsurance business and our Lloyd's business,
and move into an orderly runoff of our remaining insurance
businesses at Canterbury and Trenwick International as well as
reflect the accompanying costs of the runoff. Trenwick has also
adjusted its deferred tax assets associated with both its U.S.
and London business to reflect its changed status. Trenwick's
outlook going forward remains fluid as we work to restructure
our outstanding senior indebtedness prior to its April 1, 2003
maturity."

On October 30, 2002, Trenwick announced that it had ceased
underwriting its U.S. specialty program business which operated
as Canterbury Financial Group, Inc. Additionally, on December 8,
2002, Trenwick announced that Trenwick International Limited,
its specialty London market insurance company, had ceased to
underwrite new business. A formal plan of runoff for Trenwick
International Limited has been presented to the Financial
Services Authority in the U.K. for their approval. During the
fourth quarter of 2002, Trenwick recorded $16.2 million of
reorganization expenses related to severance and other run-off
costs.

Trenwick's gross and net premium writings totaled $277.1 million
and $234.3 million, respectively, for the quarter ended December
31, 2002 compared to $391.5 million and $221.9 million,
respectively, for the quarter ended December 31, 2001. For the
year ended December 31, 2002, gross and net premium writings
totaled $1.6 billion and $991.5 million, respectively, compared
to gross and net premium writings for the year ended December
31, 2001 of $1.5 billion and $970.3 million, respectively.

The combined loss and expense ratio for Trenwick for the fourth
quarter of 2002 was 158.3% compared to a combined loss and
expense ratio of 129.1% for the fourth quarter of 2001. The 2002
fourth quarter results include 44.3 percentage points related to
adverse loss reserve development for 2001 and prior accident
years. The loss reserve increases, as previously announced, are
based upon the results of a study of the reserving levels and
methodology of Trenwick's insurance subsidiaries performed by
independent actuarial consultants combined with additional work
performed by Trenwick's internal actuaries. The 2001 fourth
quarter results include 18.9 percentage points attributable to
large catastrophe losses, principally the November 12, 2001
American Airlines crash in Queens, New York and reinstatement
premiums payable to Trenwick's reinsurers in connection with the
September 11th terrorist attacks. Trenwick's combined loss and
expense ratio for the year ended December 31, 2002 was 128.4%
compared to a combined loss and expense ratio of 132.6% for the
same period in 2001. The 2002 year results include 22.8
percentage points related to adverse loss reserve development of
2001 and prior accident years. The results for 2001 include 14.4
percentage points for large catastrophe losses and 8.4
percentage points relating to loss reserve strengthening.

During the fourth quarter of 2002, Trenwick entered into an
underwriting facility with Chubb Re, Inc., which permits
Trenwick to underwrite up to $400 million of U.S. reinsurance
business on behalf of Chubb Re through the end of January 2004.
Chubb Re retains final underwriting and claims authority with
respect to all business generated through the underwriting
facility and retains the premium in an experience account for
the benefit of both Chubb Re and Trenwick. Chubb Re will receive
one-third and Trenwick will receive two-thirds of the profits
generated by the business with initial profit distribution from
Chubb Re scheduled to begin in 2006. To date, Trenwick has
underwritten approximately $120.0 million of premiums through
the underwriting facility.

On December 24, 2002 Trenwick announced that it had entered into
a definitive agreement with its Lloyd's letter of credit
providers with respect to the renewal of approximately $182
million of letters of credit supporting Trenwick's participation
at Lloyd's for the 2003 underwriting year. With additional
capital contributed by Trenwick to its Lloyd's operations and
its previously announced agreements with National Indemnity
Company, an affiliate of the Berkshire Hathaway group, and third
party qualifying quota share reinsurance proposed to be
purchased, Trenwick's anticipated Lloyd's underwriting capacity
for 2003 is up to approximately $500 million.

                       Investment Income

Trenwick's net investment income was $23.5 million in the
quarter ended December 31, 2002 compared to $33.0 million for
the same period in 2001. For the 2002 year, net investment
income was $105.0 million compared to $129.1 million for 2001.
These decreases are attributable to the reduction in invested
assets in 2002 as a result of the repayment of Trenwick's term
loan facility during the second quarter of 2002 combined with
the continuing trend towards decreased market yields over the
course of 2002.

Trenwick posted net realized investment gains of $32.2 million
and $35.8 million in the quarter and year ended December 31,
2002, compared to net realized investment gains of $0.6 million
and $8.5 million for the same periods in 2001. The gains
recorded during both 2002 and 2001 were a result of actions
taken to reposition the investment portfolio into higher
quality, shorter duration fixed income securities.

                      Shareholders' Equity

As of December 31, 2002, Trenwick's consolidated common
shareholders' equity totaled $77.5 million compared to $498.3
million at December 31, 2001. The decrease in consolidated
shareholders' equity resulted mainly from the increases in loss
reserves, the establishment of the deferred tax valuation
reserves and the write down of all of Trenwick's goodwill as a
result of the adoption of a new accounting standard referred to
below. As of December 31, 2002, Trenwick has no goodwill on its
balance sheet.

                          Cash Flow

During the fourth quarter and year ended December 31, 2002,
Trenwick reported positive cash flow from operations of $13.9
million and $106.6 million, respectively. This positive cash
flow is a result of increased premium writings combined with the
decrease in interest expenses paid, a result of repayment of
Trenwick's term loan during the second quarter of 2002. These
increases were offset in part by an increase in underwriting
expenses paid during the fourth quarter of 2002 related to
severance and other runoff costs at Trenwick's U.S. specialty
program insurance segment. During the quarter and year ended
December 31, 2001, Trenwick had positive cash flow from
operations of $29.4 million, and $63.2 million, respectively,
which resulted principally from premium collections and net
investment income received. Cash from investing activities
during both the quarter and year ended December 31, 2002 was net
of $50.0 million deposited with Chubb Re in connection with the
previously discussed underwriting facility. This security
deposit will earn investment income over the duration of the
agreement. Cash flow from financing activities for the year
ended December 31, 2002 included $40.0 million in proceeds from
the previously disclosed issuance of Trenwick's Series B
Cumulative Convertible Perpetual Preferred Shares to European
Reinsurance Company of Zurich, a subsidiary of Swiss Reinsurance
Company.

                      Accounting Standard

Effective January 1, 2002, Trenwick adopted a new standard which
suspended systematic goodwill amortization and instead uses
periodic tests for goodwill recoverability. Trenwick's Bermuda
holding company, LaSalle Re Holdings Limited, has credited the
negative goodwill balance of $11.6 million and based upon the
results of a combination of market value and cash flow tests,
Trenwick recorded a write down of all $53.2 million of its
remaining goodwill. Both actions were recorded as a cumulative
effect of an accounting change as of January 1, 2002.

                     Recent Developments

Trenwick announced on December 8, 2002, that it has hired
Greenhill & Co., LLC as its financial advisor. Greenhill & Co.,
a recognized leader in providing advisory services in financial
restructuring transactions, has been hired by Trenwick to assist
in the evaluation and implementation of a possible restructuring
of its outstanding indebtedness and preferred equity.

Included in Trenwick's indebtedness at December 31, 2002 and
2001 are senior notes with an aggregate principal amount of
$75.0 million which are due April 1, 2003. Trenwick's current
focus is to restructure these senior notes and it has initiated
dialogue with the note holders with respect to restructuring
this debt prior to March 1, 2003 to meet the deadline
established for such restructuring in the recent renewal of
Trenwick's letter of credit facility.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
operations at Lloyd's of London underwrite specialty insurance
as well as treaty and facultative reinsurance on a worldwide
basis. In 2002, Trenwick voluntarily placed into runoff its U.S.
specialty program business and its specialty London market
insurance company, Trenwick International Limited, and sold the
in-force business of LaSalle Re Limited.

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

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


TRINITY ENERGY: Intends to File Chapter 11 Plan on April 10
-----------------------------------------------------------
Trinity Energy Resources, (OTCBB:TRGC), in an update to
shareholders published on the company's Web site --
http://www.trinityenergy.com-- from President & CEO Dennis
Hedke, provided further guidance on the company's decision on
January 31, 2003, to seek protection under Chapter 11 of the
United States bankruptcy code.

"This filing came about after very careful deliberation with
multiple advisors and likely participants in the future of the
Company," Hedke told shareholders. He said the company had
engaged the Houston law firm of Oppel, Goldberg & Saenz to
represent it in these proceedings.

"A review of our last financial statement, dated November 14,
2002, and tied to our third quarter 10Q report, showed assets of
$1,009,626, and debts of $1,619,031," Hedke continued. "While
we've continued to work aggressively to reduce accounts payable
since that filing, much work remains to be done in reducing
overall outstanding obligations.

"Potentially high risk litigation against the company, and
multiple current challenges reflected in our balance sheet,
prompted us, in the interest of our shareholders, to seek this
temporary protection under the courts. Although we will be
operating under the constraints of the bankruptcy code, this
temporary venue will permit us to initiate new directions for
the company that will afford us significant operational
flexibility.

"The filing places a stay on all such cases," Hedke explained.
"Some of these cases have already been removed to bankruptcy
court, and several others are expected to follow suit shortly.
In any event, our strategies going forward will be focused on
resolving certain business affairs of the company, as well as
significant new financial objectives, without former litigious
burdens."

Hedke reported that on February 18, 2003, the company filed
mandatory schedules and a statement of financial affairs, and
that it expected to file its initial report to the United States
Trustee on, or about, February 21, 2003, to be followed by an
Initial Debtor Conference on February 27, 2003.

"We have received numerous responses of support for strategies
to exit from Chapter 11 at our earliest opportunity," said the
CEO. "Some of these include near-term Debtor-In-Possession
financing, and others are more oriented toward long-term
financing as a component of reorganization.

"Given that we filed under a Small Business category, our
approximate timeline to file a Plan of Reorganization is pegged
at 100 days from the original petition filing date, or
approximately April 10, 2003. We will strive to meet or beat
that deadline, but caution that multiple twists and turns are
expected as we move toward the filing of our reorganization
plan," he concluded.


THYSSENKRUPP: S&P Cuts Short & Long-Term Credit Ratings to Junk
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on German industrial conglomerate
ThyssenKrupp AG to 'BB+' from 'BBB' and its short-term rating to
'B' from 'A-2'. In addition, the senior unsecured debt ratings
on ThyssenKrupp and guaranteed entities were lowered to 'BB'
from 'BBB'. All ratings were removed from CreditWatch, where
they were placed on February 7, 2003. The outlook is stable.
These actions conclude the credit review carried out by Standard
& Poor's over the past few weeks.

"The rating actions reflect Standard & Poor's treatment of
unfounded pensions as debt-like in character," said Standard &
Poor's credit analyst Olivier Beroud. "Including unfunded
pensions in the calculation of the group's indebtedness, credit
protection measures are weak, with funds from operations to net
debt (including pensions) of about 15%, and pension-adjusted
debt to capital of more than 60% for the fiscal year ended Sept.
30, 2002," he added. Unadjusted for pensions, FFO to net debt
for the same period was slightly less than 30%, and debt-to-
capital was about 45%.

In addition, ThyssenKrupp's senior unsecured debt at the holding
company level (and all finance subsidiaries) has been pegged at
'BB', one notch lower than the corporate credit rating of 'BB+'.
This is because the issue of structural subordination is given
more weight in the noninvestment grade category. At the previous
rating level, Thyssen Krupp's business diversification was
deemed a sufficient mitigating factor to avoid all notching, yet
Standard & Poor's criteria is more demanding at lower rating
levels.

The group reported a substantial EUR7.1 billion of provisions
for pensions and similar obligations at the end of September
2002. This is net of pension plan assets of almost EUR1.6
billion at September 30, 2002.

The ongoing servicing costs for ThyssenKrupp's pension schemes
in Europe are estimated at about EUR450 million per year. No
additional liquidity or financing pressure is expected in the
short to medium term on obligations originating from Germany,
however.

Nevertheless, this is balanced against ThyssenKrupp's good track
record in reducing lease and securitization-adjusted financial
indebtedness to about EUR7.3 billion from almost EUR9 billion at
the end of 2000, and management's strong commitment to continue
its debt-reduction strategy.

Standard & Poor's considers ThyssenKrupp's liquidity to be
adequate. In addition to more than EUR0.9 billion in cash at
Dec. 31, 2002, the company has significant available funds of
about EUR3.7 billion under its committed credit facilities of
EUR3.0 billion, and bilateral credit lines of EUR1.7 billion.
These credit facilities do not include any credit triggers.
Furthermore, a number of potentially disposable assets increase
financial flexibility. Contingency liabilities are not expected
to affect ThyssenKrupp's flexibility.

"Standard & Poor's expects ThyssenKrupp's credit protection
measures to improve slightly in fiscal 2003," said Mr. Beroud.
"Debt reductions are expected to be possible mainly through a
continuation of ThyssenKrupp's disposal program. Free cash flow,
after capital expenditure and dividend payments, is unlikely to
enable the group to reduce debt significantly," he added.

                         *   *   *

ThyssenKrupp is a US$30 billion company.  ThyssenKrupp says
S&P's move is incomprehensible and there are no new facts, only
changes in perception.

ThyssenKrupp has two major debt obligations coming due this
year:

       * a DEM400 million issue of 6-1/2% Notes issued by
         ThyssenKrupp Finance BV and guaranteed by ThyssenKrupp
         AG, due June 13, 2003; and

       * a US$500 million revolving credit facility provided by a
         consortium of lenders led by Credit Lyonnais, Deutsche
         Postbank AG, Hypovereinsbank, and The Royal Bank of
         Scotland, maturing on August 2, 2003.


THYSSENKRUPP AG: Says S&P's Rating Action is Incomprehensible
-------------------------------------------------------------
Standard & Poor's has downgraded ThyssenKrupp's previous rating
two notches to BB+ and thus to non-investment grade status. S&P
has also lowered the issue rating for the outstanding
ThyssenKrupp bonds to "BB".

ThyssenKrupp sharply criticizes this decision. The Group does
not share S&P's assessment that its financial situation has
deteriorated since its first rating was issued in summer 2001.
The opposite is the case. For example, net financial payables
have been substantially reduced by 4 billion euros - from 8.7
billion euros at March 31, 2001 to 4.7 billion euros at
September 30, 2002. The Group's gearing target of approximately
60% was achieved at September 30, 2002, a year earlier than
planned. A further improvement in the gearing ratio through a
further reduction in net financial payables is targeted. Against
this background, S&P's decision is incomprehensible.

The facts concerning ThyssenKrupp have not changed; the only
thing that has changed is S&P's view of the way it assesses
pension obligations.

Since the beginning of the year, ThyssenKrupp's pension
obligations in Germany have been based exclusively on defined-
contribution schemes. S&P's downgrade will not lead ThyssenKrupp
to pursue models which are disadvantageous - such as coverage by
funds, which would be economically wrong in Germany - and would
result in the destruction of value for the Company, its
stockholders, lenders and ultimately also its employees and
pensioners.

The Group will continue to pursue its strategy and implement
measures to further enhance the value of ThyssenKrupp. The aim
continues to be to focus the Group within its three main
business areas of Steel, Capital Goods and Services and to
develop the segments through active portfolio management. In
addition, the Group aims to achieve continuous productivity
improvements of at least 2 to 3% per year.


UAL CORP: Section 341 Meeting Scheduled for March 12, 2003
----------------------------------------------------------
On December 9, 2002, UAL Corporation and its debtor-affiliates
filed for Chapter 11 relief with the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division.

The United States Trustee will convene a meeting of creditors on
March 12, 2003, at 1:30 p.m., to be held at the Hyatt Regency at
151 East Wacker Drive in Chicago, Illinois. This is the first
meeting of creditors as required pursuant to Section 341 of the
Bankruptcy Code.

The Debtors' representative must be present at the meeting for
the purpose of being examined under oath about the Debtors'
financial affairs and operations. Attendance by creditors at the
meeting is appreciated but not required. The meeting may be
continued or adjourned without further written notice.

UAL Corp., and its debtor-affiliates filed for Chapter 11
protection on December 9, 2002 (Bankr. N.D. IL Case No. 02-
48191).  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at
Kirkland & Ellis represent the Debtors in their restructuring
efforts.  When the Debtors filed for relief from its creditors,
it reported $24 billion in total assets and $22.8 billion in
total debts.


UNITED AIRLINES: Susquehanna Discloses 6.6% Equity Stake
--------------------------------------------------------
Susquehanna Investment Group, of Bala Cynwyd, Pennsylvania,
discloses in a regulatory filing with the Securities and
Exchange Commission, that it beneficially owns 4,397,029 shares
of UAL Corporation common stock, $0.01 par value per share, for
a 6.6% equity stake.  Susquehanna Investment is a broker or
dealer registered under Section 15 of the Securities and
Exchange Commission Act of 1934 (15 U.S.C. 78o).

Todd Silverberg, Susquehanna Investment's general counsel,
ascertains that the UAL Corporation securities were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of UAL Corporation.  The UAL
common stock also were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect. (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 between 4 to 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


USG CORP: Judge Wolin Imposes a Cancer Claim Bar Date
-----------------------------------------------------
USG Corporation (NYSE: USG) reported that the federal district
court judge assigned to USG's bankruptcy case, the Honorable
Alfred M. Wolin, has issued an order in response to the
Corporation's request to establish procedures to resolve the
asbestos personal injury liability in its bankruptcy case.

The order, which pertains to cancer claims only, provides that a
bar date, or deadline, will be established for individuals to
submit those claims against USG or its affiliates. Claimants
will be required to provide a medical report by a board-
certified doctor demonstrating a diagnosis of cancer that was
caused by asbestos exposure. Each claimant will also be required
to provide additional information regarding their claim,
including the claimant's occupational exposure to products made
by the Corporation's affiliates and the claimant's smoking
history.

After the cancer claims have been received and processed, the
Court stated that it will hold a hearing to estimate the
liability of the Corporation or its affiliates for these claims.
At that time, USG will be permitted to present defenses against
the submitted claims. A specific timetable has not been
set for the claims bar date or the subsequent estimation
hearing.

The Court deferred addressing claims alleging non-
malignant asbestos injuries.

William C. Foote, USG Corporation Chairman, President and CEO,
stated, "We are pleased that the Court's order has established a
process that will allow us to begin addressing the issues
necessary to reach a resolution of our bankruptcy."

A copy of the court order has been filed with the SEC in a Form
8-K filing available at no charge at:

      http://www.sec.gov/Archives/edgar/data/757011/000095013703001124/c74986exv99w2.txt

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound and related gypsum products; cement
board; gypsum fiber panels; ceiling panels and grid; and
building products distribution. For more information about USG
Corporation, visit the USG home page at http://www.usg.com


U.S. RESTAURANT: Discussing Financing Options with Creditors
------------------------------------------------------------
U.S. Restaurant Properties, Inc.'s (NYSE:USV) fourth quarter
funds from operations increased to $0.35 per share, an increase
of 59.1% over the same period in 2001. FFO for 2002, on a fully
diluted basis, increased to $1.41 per share, a 104.3% increase
over 2001. With a current dividend rate of $0.33 per quarter and
$1.32 for the year, the dividend payout ratio was 94% of FFO for
both the three-months and twelve-months ended December 31, 2002.

Fourth quarter net income allocable to common stockholders
increased to $2.5 million, or $0.13 per share, on $17.9 million
of real estate revenues, versus a loss of $1.4 million, or $0.08
per share, on $18.0 million of real estate revenues in the
fourth quarter of 2001. On a year-to-date basis, net income
allocable to common stockholders increased to $7.2 million, or
$0.36 per share, on $72.1 million of real estate revenues, as
compared to a loss allocable to common stockholders of $25.7
million, or $1.43 per share, on real estate revenues of $74.4
million in 2001.

Total real estate revenue for the quarter remained flat as
compared to the same quarter in 2001. However, rental revenue
increased by approximately $500,000 as a result of leases on
properties acquired during the last half of 2002, which was
partially offset by a reduction in interest income. For the
year, total real estate revenue declined 3.1% primarily due to a
reduction in interest income, base rent and percent rent. During
2001, the Company had higher cash and investment balances on
which interest was earned. Additionally, the average property
count during 2001 was higher than in 2002 because the Company
began disposing of properties in 2001, but did not begin
acquiring properties until the third quarter of 2002.

The Company incurs certain expenses to maintain and re-tenant
its under-performing properties, such as property taxes and
legal costs. During 2002, property taxes totaled $.9 million,
and were reflected in property expenses. Legal expenses
associated with tenant enforcement actions and potential tenant
dispute settlements totaled $1.7 million, and were reflected in
general and administrative expenses. Management of the Company
anticipates that certain of these costs may be recovered at a
later date upon final dispute resolution, or will result in
increased lease revenue as new tenants are placed in the
properties.

PORTFOLIO DEVELOPMENT -- During 2002, the Company acquired 51
restaurant properties for $37.4 million, exclusive of closing
costs, of which 23 properties were acquired during the fourth
quarter. During the quarter the Company also invested in $12.0
million of real estate-backed mortgage notes. The full revenue
impact of the fourth quarter acquisitions will be realized
during the first quarter of 2003, as they did not occur until
mid to late quarter. Acquisitions for the quarter were funded in
part by an increase in debt, along with cash proceeds of
approximately $23.9 million from the disposition of properties.

During 2002, the Company disposed of 46 properties, which
resulted in a gain of $4.2 million. Over 70% of the gain was
attributable to the sale of 15 performing properties,
predominantly in the Like-Kind Exchange (IR Code Sec. 1031)
market. For the quarter, there were 16 property disposals,
resulting in a gain on sale of $2.0 million. Substantially all
of the fourth quarter gain resulted from the sale of 10
performing properties. The Company has historically been able to
achieve favorable returns from its sales into the 1031 market.
Gains on the sale of properties are reflected in discontinued
operations on the Company's statement of operations. At December
31, 2002, the Company owned 816 properties, of which 15 were
operated by a subsidiary of the Company, 61 were non-performing
and two were vacant land. Net book value of the non-performing
properties and vacant land was $23.6 million.

During December 2002, the Company's largest tenant, Sybra, Inc.,
was acquired by Triarc Companies pursuant to a plan of
reorganization approved by the United States Bankruptcy Court.
This wholly owned Triarc subsidiary assumed all of the Company's
Sybra leases, and is now the Company's largest tenant, leasing
59 Arby's restaurant sites. Under the bankruptcy plan, the
Company anticipates recovering additional mortgage principal,
interest and other receivable balances than previously
anticipated, which, for financial statement presentation has
been reflected in the fourth quarter as a credit in the
provision for doubtful accounts. Cash proceeds related to this
settlement will be received during 2003.

LIQUIDITY AND CAPITAL STRUCTURE -- Outstanding debt at December
31, 2002, totaled $353 million, or 46.6% of total
capitalization. The Company's interest expense coverage ratio
for the quarter was 2.6 times FFO. The average interest rate
declined to just over 5% for the quarter. Other than regularly
scheduled debt amortization, the Company must reduce its line of
credit by $5.0 million by May 31, 2003, and has $47.5 million in
senior notes that are due August 1, 2003. In anticipation of
these maturities, management is discussing various financing
alternatives with its creditors.

TRANSITION RETAIL OPERATIONS -- The Company conducts retail
operations on selected properties until they are leased by, or
sold to, third parties. All activity is conducted through a
taxable REIT subsidiary. It is anticipated that most of the
reported income will be rent when the properties are leased to
third parties. At the end of the fourth quarter, retail
operations consisted of 15 properties operated by Company
subsidiary employees, and 15 properties to which the Company's
subsidiary supplied fuel only. Year-to-date through December 31,
2002, 10 properties had been taken over by the retail
subsidiary, three properties operated by the subsidiary had been
leased or sold to third parties, and two ground leases were
allowed to expire.

U.S. Restaurant Properties, Inc., is a non-taxed financial
services and real estate company dedicated to acquiring,
managing and financing branded chain restaurants, such as Burger
King, Arby's, Chili's and Pizza Hut, and selected service retail
properties. The Company currently owns 816 properties located in
48 states.


VANGUARD AIRLINES: Hires House Park for Accounting Services
-----------------------------------------------------------
Vanguard Airlines, Inc., wants to employ the services of House
Park and Dobratz, P.C. as its Accountants.  The Debtor
specifically asks the U.S. Bankruptcy Court for the Western
District of Missouri to give House Park authority to prepare and
file Vanguard's federal, state, and local tax returns for the
year 2001 and prepare all forms necessary for the carryback of
AMT net operating losses to previous years.

House Park's fees are not expected to exceed $13,000.  The
Firm's customary standard hourly rates for accounting and tax
advisory services are:

           Shareholders            $130 - $180 per hour
           Professional Staff      $ 65 - $ 95 per hour

Vanguard Airlines, used to provide all-jet service to 14 cities
nationwide: Atlanta, Austin, Buffalo/Niagara Falls, Chicago-
Midway, Dallas/Ft. Worth, Denver, Fort Lauderdale, Kansas City,
Las Vegas, Los Angeles, New Orleans, New York-LaGuardia,
Pittsburgh and San Francisco. The Company filed for Chapter 11
protection on July 30, 2002 (Bankr. W.D. Mo. Case No. 02-50802).
Daniel J. Flanigan, Esq., at Polsinelli Shalton & Welte, P.C.,
represents the Debtor in its restructuring efforts. When the
company filed for protection from its creditors, it listed total
assets of $39.7 million and total debts of $95.9 million.


WESTAR ENERGY: Will Host Analyst Breakfast in New York Wednesday
----------------------------------------------------------------
Westar Energy, Inc., (NYSE:WR) will host an analyst breakfast
February 26 in New York to discuss its plan to reduce debt and
refocus exclusively on its electric operations. The analyst
meeting will be broadcast live via conference call and audio
webcast over the Internet beginning at 7:45 a.m. Eastern Time.
Westar Energy Chief Executive Officer and President James Haines
and Chief Financial Officer Mark Ruelle will host the breakfast
meeting and call. Presentation materials will be available on
the company's Web site prior to the scheduled call.

         Event:    Westar Energy Analyst Meeting

         Date:     February 26, 2003

         Time:     7:45 a.m. Eastern Time, 6:45 a.m. Central Time

         Location: Live: Inter-Continental Hotel
                   111 E 48th St., New York, NY
                   Phone Conference Call: 800-992-0960, PIN 7415
                   Webcast: http://www.wr.com

People wishing to attend the meeting in person should R.S.V.P.
via e-mail to investrel@wr.com or by telephone at 785-575-1898.
Please provide your name, firm, telephone number and e-mail
address.

Minimum Requirements to listen to broadcast: Windows Media
Player software, downloadable free from
http://www.microsoft.com/windows/windowsmedia/EN/default.aspand
at least a 28.8Kbps connection to the Internet. If you
experience problems listening to the broadcast, send an e-mail
to webcastsupport@tfprn.com

The replay of the webcast will be available on the Westar Energy
Web site, http://www.wr.com

Westar Energy, Inc., (NYSE:WR) is a consumer services company
with interests in monitored services and energy. The company has
total assets of approximately $7 billion, including security
company holdings through ownership of Protection One, Inc.
(NYSE:POI) and Protection One Europe, which have approximately
1.2 million security customers. Westar Energy is the largest
electric utility in Kansas providing service to about 647,000
customers in the state. Westar Energy has nearly 6,000 megawatts
of electric generation capacity and operates and coordinates
more than 34,700 miles of electric distribution and transmission
lines. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.- based natural gas company, Westar Energy has a 27.4
percent interest in one of the largest natural gas distribution
companies in the nation, serving more than 1.4 million
customers.

For more information about Westar Energy, visit us on the
Internet at http://www.wr.com

                          *    *    *

As reported in Troubled Company Reporter's February 10, 2003
edition, Standard & Poor's affirmed its ratings on gas and
electric generation and transmission company Westar Energy Inc.,
(BB+/Developing/--) and subsidiary Kansas Gas & Electric Co.,
(BB+/Developing/--) and removed all ratings from CreditWatch
with negative implications where they were placed Nov. 5, 2002.

Topeka, Kansas-based Westar Energy has about $3.6 billion in
debt outstanding.

"The rating action can be traced to the plan that Westar Energy
filed [Thurs]day with the Kansas Corporation Commission (KCC)
outlining how it intends to reduce its onerous debt burden and
become a pure-play vertically integrated electric utility, "said
Barbara Eiseman, Standard & Poor's credit analyst. The target
date for completing the plan is year-end 2004.

The outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to KCC approval of the plan and successful
implementation of Westar Energy's proposed transactions.
Downside ratings momentum recognizes the company's currently
frail financial condition coupled with execution risk of the
plan, including possible KCC rejection of the plan.


WICKES INC: Extends 11-5/8% Notes Exchange Offer Until Tomorrow
---------------------------------------------------------------
Wickes Inc. (NASDAQSC:WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
announced today that the expiration date for its offer to
exchange an equal principal amount of its new Senior Secured
Notes due July 29, 2005, for any and all of its outstanding
11-5/8 percent Senior Subordinated Notes due December 15, 2003,
has been extended to 5:00 p.m., New York City time, tomorrow.
Wickes will accept for exchange any and all Subordinated Notes
validly tendered and not withdrawn prior to the expiration date.

The closing of the Exchange Offer, however, is subject to Wickes
obtaining the consent of its senior lenders or the refinancing
of its senior debt with a new senior lender who consents to the
Exchange Offer. There can be no assurance that such consent or
refinancing will be obtained, although Wickes is working to
complete a refinancing of its senior credit facility.

To date, Wickes has received tenders from holders of
approximately 67 percent of the outstanding aggregate principal
amount of Subordinated Notes. This amount includes tenders from
the three largest holders, representing approximately 40 percent
of the outstanding Subordinated Notes, who had previously agreed
to exchange their notes pursuant to the Exchange Offer.

James A. Hopwood, Wickes' Chief Financial Officer, stated,
"We're working diligently to complete a refinancing of our
senior credit facility over the next week which will allow us to
close simultaneously on the exchange offer and a new revolving
credit facility."

Wickes Inc., is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and
internationally, operating building centers in the Midwest,
Northeast and South. The Company's building component
manufacturing facilities produce value-added products such as
roof trusses, floor systems, framed wall panels, pre-hung door
units and window assemblies. Wickes Inc.'s Web site,
http://www.wickes.comoffers a full range of valuable services
about the building materials and construction industry.

                         *    *    *

As reported in Troubled Company Reporter's November 6, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Wickes Inc., to triple-'C' from triple-'C'-plus. The
downgrade was based on the company's weak liquidity and Standard
& Poor's concern that Wickes will be challenged to improve
operations and liquidity significantly after it completes the
sale of its Wisconsin and Northern Michigan operations.

DebtTraders reports that Wickes Inc.'s 11.625% bonds due 2003
(WIKS03USR1) are trading between 60 and 62. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WIKS03USR1
for real-time bond pricing.


WILLIAMS COMPANIES: Posts Full-Year 2002 Net Loss of $737 Mill.
---------------------------------------------------------------
Williams (NYSE: WMB) announced an unaudited 2002 net loss of
$736.5 million, compared with a restated net loss of $477.7
million for the same period last year.

Loss from continuing operations for 2002 was $483.3 million
compared with restated income from continuing operations of
$802.7 million for 2001.

The company reported a 2002 unaudited recurring loss from
continuing operations of approximately $84 million, or 16 cents
per share, compared with restated recurring earnings of
approximately $1.033 billion in the same period last year. A
reconciliation of the company's loss from continuing operations
to its recurring loss accompanies this news release.

Consistent with previous guidance, the company's core asset
businesses continued to perform well in 2002, achieving
approximately $1.5 billion in recurring segment profit, compared
with approximately $1.1 billion in 2001. A significant factor in
the overall 2002 results was a $353 million recurring segment
loss in its energy marketing and risk management business,
though the fourth-quarter results from that business were
significantly improved from the previous two quarters.

"Our core businesses continued to grow earnings in what was one
of the most difficult years this 95-year-old company has ever
faced. Our overall results for 2002 reflect the challenges of
the past year -- and some of the steps we took to address those
issues," said Steve Malcolm, chairman, president and CEO.

"Our strategy for 2003 and beyond provides a clear,
comprehensive plan designed to address ongoing liquidity needs,
reduce debt and downsize our company to a portfolio of
integrated natural gas businesses that we can grow in the
future. We will accomplish this through asset sales -- those
we've previously announced plus others we're announcing today --
and cost-cutting," Malcolm said.

"Our commitment to reduce the company's risk and liquidity
requirements related to energy marketing and trading is
unwavering. We've made progress, which includes receipt earlier
this month of $67 million cash for the sale of a power plant and
termination of an associated contract. Proceeds from any future
transactions in this business area, however, would only add to
the measures specified in the company's plan to meet liquidity
needs," he said.

Included in the 2002 $253.2 million loss from discontinued
operations are the after-tax operating results, including asset
impairments, and gains or losses on the sale of businesses.
These include Kern River Gas Transmission and Central natural
gas pipelines, two natural gas liquids pipeline systems, the
Memphis refining operations, retail petroleum TravelCenters,
ethanol operations and the Colorado soda ash mining operation.

                2002 Results for Core Businesses

Gas Pipeline, which provides natural gas transportation and
storage services through systems that span the United States,
reported 2002 segment profit of $669.3 million vs. $571.7
million on a restated basis for the previous year.

Segment profit increased primarily due to higher revenues from
new expansion projects and the benefit of new transportation
rates at Transco, rate-refund liability reductions and other
adjustments related to the finalization of rate proceedings
during 2002, and higher equity earnings that resulted largely
from a $27.4 million construction-completion fee received by an
equity affiliate of Williams for the Gulfstream project.

For the fourth quarter of 2002, Gas Pipeline reported segment
profit of $163.3 million, compared with restated segment profit
of $135.7 million during the same period of 2001. The increase
was due to the new transportation rates at Transco and the
absence of an $18.3 million 2001 royalty-claims charge.

Exploration & Production, which includes natural gas production,
development and exploration in the U.S. Rocky Mountains, San
Juan Basin and Midcontinent, reported 2002 segment profit of
$520.5 million vs. $234.1 million for the same period last year.

This business experienced significantly higher production
volumes, primarily the result of Williams' acquisition of
Barrett Resources in August 2001 and the impact of a 99 percent
success rate in the company's drilling program. The sale of the
company's interest in the Jonah Field and Anadarko Basin natural
gas properties also resulted in gains of approximately $142
million for the year.

For the fourth quarter of 2002, Exploration & Production
reported segment profit of $87 million, compared with $68.7
million for 2001.

Midstream Gas & Liquids, which provides gathering, processing,
natural gas liquids fractionation, transportation and storage
services, and olefins production, reported 2002 segment profit
of $189.3 million vs. a restated segment profit of $171.9
million for the same period last year.

The increase resulted primarily from higher natural gas liquids
margins in both domestic and Canadian operations, higher
fractionation margins realized in Canada and earnings from
deepwater gathering, transportation and processing projects
placed in service during 2002. Also contributing were increased
equity earnings, primarily from an investment in the Discovery
pipeline project that realized increased transportation and
liquids volumes. These were offset by $115 million of fourth-
quarter impairment charges associated with its Canadian assets.

For the fourth quarter of 2002, Midstream reported a segment
loss of $20.7 million, compared with segment profit of $45.5
million for the same quarter of 2001. Excluding the $115 million
impairment charges previously noted, results for the quarter
reflected significant benefit from improved natural gas liquids
margins.

Williams Energy Partners (NYSE: WEG), which includes the
company's investment in the master limited partnership whose
corporate structure is independent of Williams, reported 2002
segment profit of $99.3 million vs. restated segment profit of
$101.2 million for the same period a year ago.

The slight decrease results from higher transportation and
terminal revenues, offset by increased general and
administrative costs associated with the acquisition of Williams
Pipe Line and higher environmental expense accruals.

"These businesses achieved remarkable results in the face of
overwhelming challenges throughout the year," Malcolm said.
"This is a telling commentary about the spirit of our people,
the quality of our assets and the company's ability to work
through adversity."

        2002 Results for Other Investments and Businesses

Energy Marketing & Trading reported a 2002 segment loss of
$624.8 million vs. segment profit of $1.3 billion for the
previous year.

The segment loss resulted in large part from this unit's
continued limited ability to manage market risks for operations
that were exposed to negative market conditions. The decline in
2002 reflects the impact of lower revenues from the natural gas
and power portfolios, caused primarily by reduced spark spreads
on certain power tolling positions, lower volatility and a
significant decline in new origination activities.

Additionally, the 2002 loss includes charges totaling
approximately $249 million for losses related to reducing
activities in a distributed power services business, impairments
of goodwill, impairment loss of turbines for a power generation
project, and the fourth-quarter impairment loss based on the
terms from the February 2003 sale of a power facility in
Worthington, Ind.

For the fourth quarter of 2002, Energy Marketing & Trading
reported a segment loss of $22.8 million, compared with segment
profit of $161.4 million for 2001. The 2002 quarterly results
include approximately $99 million from the impairments and
writedowns noted above. Segment profit for 2002 also includes a
favorable fourth-quarter net effect of approximately $85 million
that resulted from a settlement with the state of California,
the restructuring of associated energy contracts and the related
improved credit situation during the quarter.

Also, Williams expects to record an after-tax charge of
approximately $750 million to $800 million in the first quarter
of 2003 for the adoption of new accounting rules under EITF 02-
03. A substantial portion of the energy marketing and trading
activities previously reported on a fair-value basis will now be
reflected under the accrual method of accounting.

Petroleum Services, which primarily includes Alaska refining,
retail operations and the investment in the Trans Alaskan
Pipeline System, reported 2002 segment profit of $40.8 million
vs. restated segment profit of $145.7 million for the same
period a year ago.

The decline in segment profit is primarily attributed to the
absence of a $75.3 million gain that was recorded in 2001 for
the sale of certain convenience stores and lower refining and
marketing profits resulting from narrowing crack spreads -- the
price difference between refined and unrefined products. Also
included in 2002 results are impairment losses of approximately
$23 million, reducing the carrying cost of the Alaska facilities
and certain other investments to management's estimate of fair
market value. Williams has previously announced that it is
pursuing the sale of a significant portion of the assets in this
business segment. In October 2002, Williams reached an agreement
to sell its retail petroleum TravelCenters business to Pilot for
approximately $190 million cash in a transaction that is
expected to close by the end of February. In November, Williams
announced it had reached an agreement to sell its Memphis
refining operations to Premcor Inc. for approximately $465
million, with closing expected in March. Earlier today, Williams
announced that it has signed an agreement to sell its ethanol
business for $75 million. In addition, Williams is currently
engaged in negotiations toward the sale of its Alaska
operations.

                          2003 Guidance

The company also provided segment-profit guidance for 2003.
Williams expects recurring segment profit of $1.3 billion to
$1.8 billion for 2003. Income for 2003 before the cumulative
effect of the EITF 02-03 accounting change is estimated at $250
million to $400 million, resulting in estimated earnings per
share of 40 cents to 75 cents. Including the cumulative effect
of the accounting change, the company expects a 2003 net loss of
70 cents to $1.10 per share.

Williams expects its core businesses to generate segment profit
at these levels for 2003: Gas Pipeline, $500 million to $600
million; Exploration & Production, $300 million to $400 million;
and Midstream Gas & Liquids, $200 million to $300 million.

Energy Marketing & Trading is expected to generate segment
profit of between $200 million to $350 million.

"Our core natural gas businesses are healthy and viable. One
example is our gas production business, which participated in
drilling more than 1,300 wells in 2002 with a 99 percent success
rate," Malcolm said. "Our gas wells, pipelines and midstream
facilities generate substantial free cash flow, which is an
important measure of our success as we execute our business
strategy. These businesses are poised for growth in the years
ahead."

                Clear, Straightforward Strategy

Williams is executing on these key objectives of its strategy to
address liquidity needs, reduce debt and narrow the focus of its
business:

      -- Maintaining adequate liquidity to execute the company's
business strategy. Williams expects to have sufficient liquidity
to meet its debt-retirement obligations and operate its
businesses. With additional asset sales and financings, the
company expects to have cash of approximately $2.8 billion at
year-end 2003 and approximately $1.6 billion at year-end 2004.

      -- Completing the sale of assets previously announced.
Williams estimates gross proceeds, including assumption of debt,
of approximately $1.9 billion for asset sales that have already
been initiated or announced for sale. These businesses include
the Memphis refinery operations, North Pole refinery and related
Alaska operations, retail petroleum TravelCenters, ethanol,
Canadian midstream operations and soda ash.

      -- Identifying and selling additional assets. Williams
intends to sell an additional $2.5 billion in assets, properties
and investments. The company is pursuing the sale of its general
partnership position and limited-partner investment in Williams
Energy Partners. In addition, Williams has targeted the sale of
its 6,000-mile Texas Gas pipeline system. Williams also will
pursue targeted asset sales amounting to less than 20 percent of
the value in Exploration & Production and Midstream Gas &
Liquids.

      -- Restructuring debt to create greater financial
flexibility, while making progress on overarching goal to reduce
debt. Williams expects year-end debt to be approximately $11
billion in 2003 and approximately $9.5 billion in 2004. Williams
is exploring issuing subsidiary debt of

      -- $150 million to $300 million and also refinancing its
Rocky Mountain reserves for $300 million to $800 million.

      -- Narrowing its business focus to a smaller portfolio of
domestic natural gas operations. Williams plans to focus on
assets within its Exploration & Production, Midstream Gas &
Liquids and Gas Pipeline businesses that provide opportunities
to grow operating cash flow and earnings with limited-scale,
near-term capital investment. In 2003, the company expects to
invest approximately $1 billion -- primarily for maintenance and
to satisfy existing commitments to customers - in core assets,
which are generally located where Williams enjoys scale or cost-
related market leadership. The company expects to invest another
$500 million in these businesses in 2004.

      -- Continuing progress toward sales of parts or all of the
energy marketing and trading business. The objective is to
reduce Williams' risk and liquidity requirements and recognize
the value of this book of business.

      -- Continuing to reduce its cost structure. This includes
reducing the size of its work force to align with the changing
size of its asset base. Williams closed 2002 with a work force
of about 10,000. The divestiture of businesses already
identified for sale is expected to decrease the work force to
about 6,000. Sales of additional assets announced today will
further reduce the work force size and related support
structure.

      -- Favorably resolving investigations and litigation.
Williams achieved a broad settlement of matters with the state
of California and others at the end of 2002. The company also
continues to work toward resolution of other matters that
include a class-action shareholder lawsuit and an investigation
related to the reporting of inaccurate information to a
publication that publishes energy price indexes.

Malcolm concluded by saying, "We are a different company today
than we were a year ago, and we are managing our company much
differently today. We are proactively managing our cash,
reducing our costs, allocating capital with strict discipline
and are balancing financial performance measures focused on
cash, return on investment and earnings.

"We've made significant, well-considered changes in our company
-- all in recognition of our financial condition and the kind of
company we believe will be in the best position to create value
for shareholders again."

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.
More information is available at http://www.williams.com


WOLVERINE TUBE: 4th Quarter 2002 Results Show Slight Improvement
----------------------------------------------------------------
Wolverine Tube, Inc., (NYSE: WLV) reported results for the
fourth quarter and year ended December 31, 2002. The results for
the current and comparable fiscal periods present the Company's
Wolverine Ratcliffs-Severn joint venture as discontinued
operations, which was accounted for as discontinued operations
at the end of 2001. The Company's ongoing businesses are
presented as continuing operations.

Income from continuing operations for the fourth quarter of 2002
was $169,000 as compared to a loss from continuing operations of
$752,000 in the fourth quarter of 2001. Net sales for the fourth
quarter of 2002 were $125.6 million, an 11 percent increase over
the comparable year-ago quarter. Total pounds of product shipped
were 71.9 million, up 16 percent from the prior year. Gross
profit for the fourth quarter was $10.4 million a seven percent
increase from the fourth quarter of 2001. Results for 2002
include the effect of adopting the new goodwill accounting
standard at the beginning of the year. On a comparable basis,
adjusting for goodwill amortization, income from continuing
operations in the fourth quarter of 2001 would have increased by
$0.8 million pretax and would have added $0.06 per diluted
share.

Free cash flow for the quarter was $11.1 million as compared to
$4.2 million in the fourth quarter of 2001. Free cash flow is
defined as cash flows from operations less capital expenditures.

For the year ended December 31, 2002, income from continuing
operations was $7.2 million, compared with income from
continuing operations of $11.4 million for 2001. Net sales were
$550.5 million, a six percent decrease from 2001. Total pounds
of product shipped in 2002 were 310.2 million pounds as compared
to 308.2 million pounds in 2001. Gross profit for 2002 was $58.4
million, a six percent decrease from 2001. On a comparable
basis, adjusting for goodwill amortization, income from
continuing operations for 2001 would have increased by $3.1
million pretax and would have added $0.22 per diluted share.

Commenting on the results, Dennis Horowitz, Chairman, President
and Chief Executive Officer, said, "We are pleased to report
overall results for the fourth quarter that delivered increased
profitability and strong positive cash flow, consistent with our
previous guidance. We are particularly pleased with our improved
financial performance in light of the continued weak economic
conditions and ongoing price deterioration in wholesale
products. Pricing for wholesale products is the most significant
negative factor impacting our quarterly results. Having said
that, we enjoyed overall volume increases, particularly in
commercial products due to share gains in Europe and Asia and
the addition of new customers for industrial tube and fabricated
products, globally. Furthermore, we continue to improve our cost
to manufacture as our investments in Project 21 and other cost
reduction initiatives deliver improved operating efficiencies."

Horowitz added, "While we have not seen any significant signs of
economic recovery, operating in come has doubled, quarter over
quarter. We have improved our operating fundamentals, reduced
our cost structure, increased cash flow and increased share in
many of our commercial markets. Furthermore, we have some very
exciting opportunities for our new products and technologies,
both in tube and non-traditional markets. Among other things, we
are having business discussions with non-traditional customers
regarding the application of our patented Micro Deformation
Technology in such diverse industries as filtration, heat
transfer and catalysts. We believe that potential commercial
directions for this technology will be defined in 2003. For our
technical tube customers, we have introduced a technology to
automate elements of the installation of tube in large chillers
using a non-contact electro-magnetic device. We are working with
customers to perfect this process in 2003. While these
activities may not substantially contribute to our financial
performance in 2003, they will strengthen our market positions
and clearly demonstrate our technology leadership."

                Fourth Quarter Results by Segment

Shipments of commercial products totaled 47.5 million pounds, a
15 percent increase over last year's fourth quarter of 41.3
million pounds. Net sales were $95.0 million, up 14 percent over
last year's fourth quarter of $83.7 million. Gross profit was
$10.5 million, a 32 percent increase from last year's fourth
quarter of $8.0 million. These results reflect increased
volumes, principally in industrial tube and fabricated products.
Gross profit was increased due to volumes and lower
manufacturing costs.

Shipments of wholesale products totaled 19.5 million pounds,
compared to last year's fourth quarter of 16.8 million pounds.
Net sales were $22.4 million, up 13 percent from last year's
fourth quarter of $19.8 million. Gross profit was a loss of
$500,000 compared to a profit of $1.5 million in last year's
fourth quarter. These results were adversely impacted by the
ongoing price deterioration in this highly competitive commodity
marketplace. Shipments of rod, bar and other totaled 4.8 million
pounds, as compared to last year's fourth quarter of 4.2 million
pounds. Net sales were $8.2 million, as compared to last year's
fourth quarter of $9.6 million. Gross profit was $400,000 as
compared to $250,000 in last year's fourth quarter. Increased
volumes impacted these results; offset somewhat by a leaner mix
of product, principally in the European distribution business.

                         Earnings Outlook

"Taken in balance, as we weigh the positives and the challenges
in 2003, and assuming no further global instability or economic
upheaval, we expect revenue to increase in the mid to high
single digits and at the bottom line, we expect income from
continuing operations to increase in the high single to low
double-digit range. When the economy 'picks-up', our new
initiatives should result in even stronger growth," said
Horowitz.

"At the operating income level, in 2003, we expect every quarter
will show improvement in financial performance over 2002. We
will also see improvements in income from continuing operations
with the exception of the first quarter, which will show an
unfavorable comparison at the interest expense line due to our
refinancing in March of last year.

"Specific to the first quarter, and considering our short-term
concerns about energy costs, we expect operating profit to
increase in the mid to high single digits. With the offset of
the interest expense impact, we expect earnings per diluted
share from continuing operations in the range of $.05 to $.08."

Wolverine Tube, Inc., is a world-class quality partner,
providing its customers with copper and copper alloy tube,
fabricated products, metal joining products as well as copper
and copper alloy rod, bar and other products. Internet
addresses: http://www.wlv.comand http://www.silvaloy.com

                      *     *     *

As previously reported, Standard & Poor's affirmed Wolverine
Tube Inc.'s 'BB-' corporate credit rating and removed it from
CreditWatch on March 25, 2002, after the company sold $120
million of senior unsecured notes and obtained a new $37.5
million revolving credit facility maturing in 2005. Rating
outlook is negative.

The rating reflects a business profile with defensible positions
in niche segments, offset by a narrow product line, cyclical
markets, significant customer concentration, and moderately
aggressive use of debt. Wolverine, a major manufacturer of
custom engineered, value-added copper and copper alloy tubing,
holds leading market shares in commercial products, which
account for about 68% of pounds shipped and roughly 80% of gross
profits. The largest market is the heating, ventilation, and air
conditioning industry, with a significant amount of activity
related to the ordinary replacement of unitary air conditioners,
sales of which are sensitive to summer weather patterns.


WORLDCOM INC: Fitch Says Worldcom Default More Costly in 2002
-------------------------------------------------------------
Following 2001's bleak figures, recovery rates improved
moderately in 2002 on the pool of defaulted high yield bonds
excluding fallen angels. The weighted average recovery rate
excluding fallen angels (companies rated investment grade one
year prior to default) was 26% of par, compared with 15% of par
for the similar batch of 2001 defaults. As in 2001, recovery
rates varied dramatically by sector, ranging from single digits
(9% for insurance, due to Conseco), to a high of 77% of par
(gaming, lodging and restaurants). The weighted average recovery
rate for the struggling telecom sector inched up slightly from
11.5% of par in 2001 to 14.2% of par in 2002. Telecom defaults
totaled $59.6 billion in 2002, 54% of the year's total default
tally of $109.8 billion. The default rate ended the year at a
new record, 16.4%.

Fallen angels, predominantly WorldCom, actually depressed
recovery rates in 2002. The weighted average recovery rate fell
from 26% of par for seasoned high yield defaults to 22% of par
including the likes of WorldCom, AT&T Canada and NRG Energy. In
particular, WorldCom's bonds, which made up nearly 75% of the
2002 fallen angel tally of $35.7 billion, traded in the low
teens following default. The same bonds had been trading above
95% of par early in the year. The speed and magnitude of the
loss on WorldCom bonds was truly severe. In fact, on a mark-to-
market basis, investors suffered deeper losses on the WorldCom
debacle than on the year's seasoned high yield defaults. The
weighted average trading price of the year's seasoned high yield
defaults at the beginning of the year was 43% of par, falling to
26% of par following default, for an incremental dollar loss of
approximately $13 billion in 2002 (on defaults of $74.1 billion
excluding fallen angels). In contrast, WorldCom's bonds ($26.3
billion) fell from nearly par to 13% of par following default --
for an approximate loss of 82% of par value or roughly $22
billion.

The report, titled 'High Yield Defaults 2002, The Perfect
Storm', along with Fitch's complete analysis of 2002 defaults
with a full listing of all defaults, an analysis of default and
recovery rates by industry and seniority, and a review of credit
quality measures for the U.S. high yield market, is available on
the Fitch Ratings web site at 'www.fitchratings.com' in the
'Credit Market Research' page under 'Research'.

      Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-
rated, public bonds and private placements with 144A
registration rights. Defaults include missed coupon or principal
payments, bankruptcy, or distressed exchanges. Default rates are
calculated by dividing the volume of defaulted debt by the
average market size for the period under consideration. Fitch's
high yield default studies are available under 'Credit Market
Research' at http://www.fitchratings.com

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


* Ernst & Young Names Gary LeDonne New Head of SALT Practice
------------------------------------------------------------
Ernst & Young LLP, one of the world's largest professional
services firms, announced that Gary LeDonne, 41, a 17-year
veteran of the firm, has been named National Director of Ernst &
Young's State and Local Tax (SALT) practice. LeDonne, who will
be based in New York, succeeds Steve Starbuck, who has been
named Office Managing Partner for the fim's Columbus, OH office.

In his most recent position as Metro New York Area Leader,
LeDonne specialized in the design and implementation of
restructuring plans for a wide spectrum of business enterprises,
while helping clients enhance value through tax rate
minimization and cash flow strategies.

"Challenging economies require a depth of knowledge of a
client's business operations and the effects of the
restructuring process on those operations," said Mark
Weinberger, Americas Vice Chairman - Tax Services at Ernst &
Young. "Gary possesses a unique ability to advise clients not
only on tax related matters, such as corporate transactions,
property, payroll and sales taxes, but on a host of non-tax
issues as well, and that holistic approach is one of the reasons
our SALT practice has maintained a true leadership position,"
Weinberger added.

LeDonne will be responsible for ensuring that Ernst & Young's
clients have access to the broad array of subject matter
specialists that make up the over 700 member national SALT
practice. In addition, he will be able to tap the vast resources
of Ernst & Young's service areas worldwide.

"I'm honored and excited to take the leadership role in the
national SALT practice for Ernst & Young. Recent economic
conditions have been tough for many busineses, as well as many
of the states in which they do business," said LeDonne. "Ernst &
Young's SALT practice is here to help clients navigate through
these times to a financially sound and successful future."

Ernst & Young, a global leader in professional services, is
committed to restoring the public's trust in professional
services firms and in the quality of financial reporting. Its
110,000 people in more than 135 countries around the globe
operate with the highest levels of integrity, quality and
professionalism, providing clients with solutions based on
financial, transactional and risk-management knowledge of audit,
tax and corporate finance. The firm also provides legal services
in those parts of the world where permitted. A collection of
Ernst & Young's views on a variety of business issues can be
found at http://www.ey.com/perspectives Ernst & Young refers to
all the members of the global Ernst & Young organization,
including the U.S. firm of Ernst & Young LLP.


* Jennings to Head PwC's New York Investment Mgt. Industry Group
----------------------------------------------------------------
PricewaterhouseCoopers, the world's largest professional
services organization, announced that Martin J. Jennings will
become managing partner of the firm's Investment Management
Industry Group in metropolitan New York, replacing Philip P.
Mannino, who has announced that he will retire in June after 35
years with the firm.

Jennings, age 43, has been with PricewaterhouseCoopers for the
past 22 years, and has served New York's leading mutual fund
complexes and investment companies. In his new position, he will
assume responsibility for client services, practice planning,
training and oversight of all related tax, audit and other
services for the investment management segment of the firm's
Financial Services Industry Group in New York. He will report
directly to Lloyd E. "Chip" Voneiff, who heads
PricewaterhouseCoopers Investment Management Industry Group for
the Americas.

"Marty is a leader in every sense of the word and has made
outstanding contributions to PricewaterhouseCoopers' position as
the trusted advisor to New York's largest investment management
firms," said Chip Voneiff. "The depth of his expertise,
particularly in structuring complex domestic and off-shore
investments, will be extremely beneficial to our clients at a
time when the investment management industry is facing an
unprecedented level of economic, competitive and regulatory
change."

Currently Mr. Jennings is the risk management partner for
PricewaterhouseCoopers' New York Investment Management Industry
Group and has substantial experience in structuring new funds,
funds of funds and due diligence reviews of fund complex
mergers. He is responsible for services provided on the
examinations of a number of investment companies and advisors
with underlying fund investments that include virtually every
type of security, including mortgage-backed securities and
related derivative instruments, structured notes, options,
swaps, futures and forward contracts and foreign securities,
including sovereign debt.

His major assignments have included 1940 Act and non-registered
investment funds managed by many of the largest New York-based
fund complexes. He has served as engagement partner on several
closed-end single country and emerging market funds, as well as
several domestic partnerships (private equity/venture capital
and hedge funds), offshore funds and investment advisors/broker-
dealers. In addition, he has worked with a wide range of multi-
national corporations in multiple industries.

Mr. Jennings began his career with PricewaterhouseCoopers in
1981, at the firm's Cleveland, Ohio office. In 1990, he was
selected for a prestigious tour of duty with the national office
of PricewaterhouseCoopers, and served for two years as assistant
to the vice chairman of Accounting and Auditing Services. In a
second national tour, he spent a year in the Audit Technology
Group, where he led the firm's audit automation initiative with
development of a completely electronic workflow system. At the
same time, he was serving as a staff member of the American
Institute of Certified Public Accountants' blue ribbon
commission, the Special Committee on Financial Reporting, which
released its findings in the report titled: "Improving Business
Reporting - A Customer Focus; Meeting the Information Needs of
Investors and Creditors."

Mr. Jennings was admitted as a partner in 1993, and has been in
the New York office of the Investment Management Industry Group
since 1994.

A native of Cleveland, Ohio, Mr. Jennings earned a Bachelor of
Science degree in business administration and accounting,
graduating Magna Cum Laude from John Carroll University. He is a
member of the American Institute of Certified Public
Accountants, Connecticut Society of Certified Public
Accountants, Massachusetts Society of Certified Public
Accountants, New York State Society of Certified Public
Accountants and the Ohio Society of Certified Public
Accountants, where he is past chairman of the Technical Forum
Committee.

The parents of 10, Marty and his wife, Kathleen, currently
reside in New Canaan, Connecticut.

PricewaterhouseCoopers' Investment Management Industry Group
provides auditing, accounting, business advisory and tax
services to many of the world's largest mutual funds, common
trust funds, limited partnerships, hedge funds, pension funds,
annuities, trusts and industry service providers. The Group
audits more than 2,900 U.S. mutual funds.

PricewaterhouseCoopers -- http://www.pwcglobal.com-- is the
world's largest professional services organisation. Drawing on
the knowledge and skills of more than 125,000 people in 142
countries, we build relationships by providing services based on
quality and integrity.


* BOND PRICING: For the week of February 24 - 28, 2003
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Abgenix Inc.                           3.500%  03/15/07    64
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    39
Advanced Energy                        5.250%  11/15/06    73
Advanced Micro Devices Inc.            4.750%  02/01/22    62
AES Corporation                        4.500%  08/15/05    50
AES Corporation                        8.000%  12/31/08    64
AES Corporation                        9.375%  09/15/10    69
AES Corporation                        9.500%  06/01/09    68
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    67
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    63
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    67
American Tower Corp.                   6.250%  10/15/09    75
American & Foreign Power               5.000%  03/01/30    62
Amkor Technology Inc.                  5.000%  03/15/07    59
AMR Corp.                              9.000%  09/15/16    31
AMR Corp.                              9.750%  08/15/21    23
AMR Corp.                              9.800%  10/01/21    24
AMR Corp.                             10.000%  04/15/21    24
AMR Corp.                             10.200%  03/15/20    25
AnnTaylor Stores                       0.550%  06/18/19    62
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    75
Argo-Tech Corp.                        8.625%  10/01/07    70
Aspen Technology                       5.250%  06/15/05    67
Bayou Steel Corp.                      9.500%  05/15/08    19
BE Aerospace Inc.                      8.875%  05/01/11    72
Best Buy Co. Inc.                      0.684%  06?27/21    70
Beverly Enterprises                    9.625%  04/15/09    75
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    65
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calair LLC/Capital                     8.125%  04/01/08    59
Calpine Corp.                          4.000%  12/26/06    50
Calpine Corp.                          8.500%  02/15/11    43
Case Corp.                             7.250%  01/15/16    74
CD Radio Inc.                         14.500%  05/15/09    42
Cell Therapeutic                       5.750%  06/15/08    56
Centennial Cellular                   10.750%  12/15/08    53
Champion Enterprises                   7.625%  05/15/09    57
Charming Shoppes                       4.750%  06/01/12    75
Charter Communications, Inc.           4.750%  06/01/06    18
Charter Communications, Inc.           5.750%  10/15/05    22
Charter Communications Holdings        8.625%  04/01/09    46
Ciena Corporation                      3.750%  02/01/08    72
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    69
CNET Inc.                              5.000%  03/01/06    65
Comcast Corp.                          2.000%  10/15/29    23
Comforce Operating                    12.000%  12/01/07    45
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    52
Conexant Systems                       4.250%  05/01/06    57
Conseco Inc.                           8.750%  02/09/04    15
Continental Airlines                   4.500%  02/01/07    41
Continental Airlines                   8.000%  12/15/05    54
Corning Inc.                           6.750%  09/15/13    73
Corning Inc.                           6.850%  03/01/29    60
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                2.000%  11/15/29    31
Cox Communications Inc.                3.000%  03/14/30    44
Crown Cork & Seal                      7.375%  12/15/26    72
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    64
Curagen Corporation                    6.000%  02/02/07    64
CV Therapeutics                        4.750%  03/07/07    74
Dana Corp.                             7.000%  03/15/28    73
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.900%  12/15/09    68
Delta Air Lines                        8.300%  12/15/29    50
Delta Air Lines                        9.000%  05/15/16    62
Delta Air Lines                        9.250%  03/15/22    59
Delta Air Lines                        9.750%  05/15/21    62
Delta Air Lines                       10.375%  12/15/22    65
Dynegy Holdings Inc.                   6.875%  04/01/11    46
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    29
Edison Mission                        10.000%  08/15/08    37
El Paso Corp.                          7.000%  05/15/11    59
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    45
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    32
Fleming Companies Inc.                 9.250%  06/15/10    64
Fleming Companies Inc.                10.125%  04/01/08    69
Foamex LP/Capital                     10.750%  04/01/09    72
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    59
Georgia-Pacific                        7.375%  12/01/25    71
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    69
Goodyear Tire & Rubber                 7.000%  03/15/28    44
Goodyear Tire & Rubber                 7.875%  08/15/11    64
Great Atlantic                         9.125%  12/15/11    72
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    63
Health Management Associates Inc.      0.250%  08/16/20    66
Human Genome                           3.750%  03/15/07    65
Human Genome                           5.000%  02/01/07    72
I2 Technologies                        5.250%  12/15/06    67
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    54
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    37
Isis Pharmaceutical                    5.500%  05/01/09    66
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    61
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    45
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    65
Level 3 Communications                11.000%  03/15/08    66
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    56
LTX Corp.                              4.250%  08/15/06    68
Lucent Technologies                    5.500%  11/15/08    68
Lucent Technologies                    6.450%  03/15/29    55
Lucent Technologies                    6.500%  01/15/28    55
Magellan Health                        9.000%  02/15/08    24
Mail-Well I Corp.                      8.750%  12/15/08    71
Manugistics Group Inc.                 5.000%  11/01/07    54
Mapco Inc.                             7.700%  03/01/27    68
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    39
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    48
Mirant Americas                        7.200%  10/01/08    50
Mirant Americas                        7.625%  05/01/06    67
Mirant Americas                        8.300%  05/01/11    44
Mirant Americas                        8.500%  10/01/21    36
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    62
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    62
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    52
Northern Telephone Capital             7.875%  06/15/26    60
Northwest Airlines                     8.130%  02/01/14    63
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    67
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    60
Philipp Brothers                       9.875%  06/01/08    47
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    65
Qwest Capital Funding                  7.250%  02/15/11    68
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.625%  02/01/08    44
River Stone Networks Inc.              3.750%  12/01/06    69
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    63
SC International Services              9.250%  09/01/07    56
Schuff Steel Co.                      10.500%  06/01/08    73
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    69
Sepracor Inc.                          5.750%  11/15/06    75
Silicon Graphics                       5.250%  09/01/04    54
Solutia Inc.                           7.375%  10/15/27    60
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    66
Tesoro Petroleum Corp.                 9.000%  07/01/08    66
Time Warner Telecom                    9.750%  07/15/08    65
Time Warner                           10.125%  02/01/11    65
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    74
US Airways Passenger                   6.820%  01/30/14    73
Universal Health Services              0.426%  06/23/20    58
US Timberlands                         9.625%  11/15/07    65
Vector Group Ltd.                      6.250%  07/15/08    69
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    58
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    32
Williams Companies                     7.625%  07/15/19    72
Williams Companies                     7.750%  06/15/31    67
Williams Companies                     7.875%  09/01/21    72
Witco Corp.                            6.875%  02/01/26    71
Worldcom Inc.                          7.375%  01/15/49    23
Xerox Corp.                            0.570%  04/21/18    64
XM Satellite Radio                     7.750%  03/01/06    60

                           *********

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 ***