TCR_Public/030226.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 26, 2003, Vol. 7, No. 40

                          Headlines

ABRAXAS: Expecting Excess Cash Flow to Pay Down Debt in 2003
ADELPHIA COMMS: Court OKs Pearl Meyer's Engagement as Consultant
AHOLD: Supermarket Giant's $500M+ Restatement Probably Not Fatal
AHOLD: Moody's Junks Senior Unsecured & Subordinated Debt
AHOLD LEASE: S&P Cuts Ratings on Class A-1 and A-2 Notes to BB+

ALLEGHENY ENERGY: Inks $2.4 Billion of New & Revised Loans
AMERICAN SOUTHWEST: S&P Keeps Watch on B-Rated Class B-4 Notes
AMES DEPARTMENT: Dimensional Fund Discloses 3.71% Equity Stake
ANC RENTAL: Court Sets Fort Myers Asset Sale Hearing for Mar. 19
ANNUITY & LIFE: Won't Pay Dividend in First Quarter 2003

AQUILA: Fitch Cuts Low-B Ratings over Limited Fin'l Flexibility
ARMSTRONG: Asks Court to Set Non-Current Admin. Claims Deadline
AVAYA INC: Names Paul Domorski VP for Services Operations
AVERY COMMS: Proposes "Going Private" Deal via Reverse Split
AVON ENERGY: Fitch Cuts & Keeps Low-B Ratings on Watch Evolving

BANCO INTERNACIONAL: New York Unit Voluntarily Liquidates Assets
BETHLEHEM STEEL: Court Amends USWA Fee Reimbursement Order
BURLINGTON INDUSTRIES: Will Reinstate Pension and Benefits Plan
CANADIAN SATELLITE: S&P Raises Ratings to BB over Parent's Loan
CAPITOL COMMUNITIES: Fails to Beat Form 10-QSB Filing Deadline

CHESAPEAKE ENERGY: Reports Strong Performance Results for 2002
CITICORP MORTGAGE: Fitch Rates Ser. 2003-2 Cl. B-4 & B-5 at BB/B
COLD METAL: Court Extends Plan Filing Exclusivity until April 14
CONSECO FINANCE: Wants Subsidiary Debtors Included in DIP Order
CONSECO INC: Has Until August 14 to Make Lease-Related Decisions

COVANTA ENERGY: Dimensional Fund Discloses 2.08% Equity Stake
DELIA*S CORP: Enters into Licensing Venture with JLP Daisy LLC
DESA INT'L: H.I.G. Capital Gets Financing to Buy & Fund Business
DEVON MOBILE: Wants More Time to Make Lease-Related Decisions
DICE INC: Seeks OK to Hire Pachulski Stang as Bankruptcy Counsel

DIVINE INC: Files for Chapter 11 Reorganization in Boston, Mass.
DOBSON COMMS: Moody's Confirms Lower-B & Junk Level Ratings
DOMAN INDUSTRIES: Canadian Court Fixes March 31 Claims Bar Date
EL PASO CORP: Selling Natural Gas Assets to Chesapeake Energy
ENCOMPASS SERVICES: Court Approves Houlihan Lokey's Engagement

ENRON: ENA Gets Nod to Sell ACE Contract to Canadian Imperial
ENVOY COMMS: Reports Improved EBITDA for First Quarter 2003
EOTT ENERGY: Discloses Reorganized Debtors' New Board of Direc.
EXIDE TECHNOLOGIES: Dimensional Fund Dumps Equity Stake
FAO INC: Teams Up with Saks Inc. to Sell Toys and Collectibles

FIRST CONSUMERS: Fitch Hatchets Two Floating-Rate Notes to BB+
GEMSTAR-TV GUIDE: Annual Shareholders' Meeting Slated for May 20
GERDAU AMERISTEEL: S&P Affirms BB- Corporate Credit Rating
GLIMCHER REALTY: Completes Financing for Community Center Asset
GLOBAL CROSSING: Court Clears Telcordia Settlement Agreement

HILITE INT'L: S&P Assigns BB- Credit Rating with Stable Outlook
HORSEHEAD: Court Stretches Lease Decision Period Until May 16
IPCS INC: Sues Sprint Corporation for Breach of Agreements
JLG INDUSTRIES: Posts Improved Second Quarter Operating Results
JLG INDUSTRIES: Board Declares Regular Quarterly Dividend

KENTUCKY ELECTRIC: Taps Bryan Cave as Special Regulatory Counsel
KEY3MEDIA GROUP: Hires Kasowitz Benson as Bankruptcy Co-Counsel
KNITWORK PRODUCTIONS: Case Summary & Largest Unsec. Creditors
LTV CORP: Asks Court to Quash In-House Attorney Subpoenas
MAXXIM MEDICAL: S&P Withdraws D Corporate Credit & Debt Ratings

METALS USA: Appoints C. Lourenco Goncalves as President and CEO
MOODY'S: Gets $16-Mill. Insurance Recovery for Incremental Costs
NATIONAL CENTURY: Committee Signs-Up Ballard Spahr as Counsel
NORTH ATLANTIC TRADING: S&P Puts Ratings on Watch Developing
NORTHWEST PIPELINE: S&P Assigns B+ Rating to $150 Million Bonds

PACIFIC GAS: Wants Court Nod for Expanded Deloitte Engagement
PENN NAT'L: Unit Seeks Noteholders' Consent to Proposed Waivers
PHOTRONICS INC: S&P Affirms BB- Corporate Credit Rating
PRESIDENTIAL LIFE: S&P Affirms B+ Counterparty & Debt Ratings
PROBEX CORP: Won't Form 10-QSB for December Quarter on Time

PROVANT INC: Fails to Beat Form 10-Q Filing Deadline
PROVIDIAN FINANCIAL: Legg Mason Discloses 9.23% Equity Stake
RAND MCNALLY: Signs-Up Sonnenschein Nath as Bankruptcy Counsel
RURAL CELLULAR: Net Capital Deficit Balloons to $483 Million
SAFETY-KLEEN: Wants More Time to Commence Avoidance Actions

SERVICE TRANSIT: Voluntary Chap. 11 Case Summary & 5 Creditors
SHAW COMMS: S&P Cuts Ratings to BB+ on Greater Support to Cancom
STEEL DYNAMICS: Plans to Resume Iron Dynamics Operation in Ind.
STILLWATER MINING: S&P Ratchets Rating to B+ on Liquidity Issues
TEXEN OIL & GAS: Auditors Doubt Ability to Continue Operations

TOWER AUTOMOTIVE: Wisconsin Inv. Board Holds 8.91% Equity Stake
TRANSTECHNOLOGY: Completes Sale of Norco Inc. to Marathon Power
TRENWICK GROUP: Fails to Satisfy NYSE Continued Listing Criteria
UNIROYAL TECH: Plan Filing Exclusivity Extended Until March 10
UNITED AIRLINES: AXA Fin'l Discloses Ownership of 10,500 Shares

UNIVERSAL BROADBAND: Seeking External Financing to Continue Ops.
US AIRWAYS: Piedmont Unions Ratify Restructuring Agreement
U.S. CAN CORP: Dec. 31 Net Capital Deficit Widens to $344 Mill.
VENTAS INC: Board OKs 13% Increase in 2003 1st Quarter Dividend
WARNACO GROUP: Chesapeake Partners Discloses 5.77% Equity Stake

WESTAR ENERGY: Board Declares First Quarter Dividend
WHEELING-PITTSBURGH: Q4 2002 Net Loss Plunges to $9.8 Million
WHEREHOUSE: Taps Great American to Conduct 190 Store Closings
WORLD AIRWAYS: Zazove Associates Discloses 15.59% Equity Stake
WORLDCOM INC: Asks Court to Approve Falk Lease Termination Pact

* Murphy Sheneman Lawyers Merge Practices with Winston & Strawn

* Meetings, Conferences and Seminars

                          *********

ABRAXAS: Expecting Excess Cash Flow to Pay Down Debt in 2003
------------------------------------------------------------
Abraxas Petroleum Corporation's (AMEX:ABP) Board of Directors
approved the following at a regularly scheduled meeting last
week:

     --  The Company's execution of two different derivative
instruments associated with natural gas production. In the first
agreement, the Company entered into a zero cost collar related
to 5,000 MMcf of gas per day with a floor price of $4.50 and a
ceiling of $6.25 per MCF through July 2003. The second
agreement, for a similar volume of natural gas, provides only a
floor price of $4.50 per MCF, with no cap on the ceiling price,
through February 2004.

     --  A capital-spending budget for 2003 of $15 million. Of
this amount, $6.4 million is allocated to U.S. projects and $8.6
million is related to projects associated with the Company's
Canadian subsidiary, Grey Wolf Exploration. The Company plans to
participate in the drilling of 20 gross (6.8 net) wells, of
which 6 gross (5.4 net) will be operated.

     --  The acceptance of the resignation of Fred Pevow,
director, effective immediately. A nominating committee has been
formed to appoint a replacement.

CEO Bob Watson commented, "With the successful completion of our
Canadian asset sales and recent Tender Offer, we are now in a
position to continue to add value to our undeveloped assets. Our
announced capital spending budget should allow for growth in
production and reserves for 2003 and the recently engaged hedges
allow us to meet all our obligations under the debt facilities
recently put in place.

"The approved capital budget of $15 million should allow us to
exit 2003 with daily production between 20 and 25 million cubic
feet of gas equivalents compared to January 2003 production of
approximately 19.3 million cubic feet of gas equivalents per
day. At current strip gas prices, the Company should generate
significant excess cash flow which will be used to pay down
debt."

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada.

As reported in Troubled Company Reporter's November 27, 2002
edition, Standard & Poor's Ratings Services withdrew its 'CC'
corporate credit rating on Abraxas Petroleum Corp. In addition,
the ratings on Abraxas' $63.5 million first lien notes and $191
million second lien notes were also withdrawn.

Abraxas Petroleum Corp.'s 12.875% bonds due 2003 (ABP03USR1) are
trading at about 45 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ABP03USR1for
real-time bond pricing.


ADELPHIA COMMS: Court OKs Pearl Meyer's Engagement as Consultant
----------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained the
Court's authority to employ Pearl Meyer to continue to assist
them as executive compensation consultants in these Chapter 11
cases.

The ACOM Debtors intend to utilize Pearl Meyer to advise them
and the Board in connection with these matters:

    A. Employment Agreements;

    B. preparation of an expert report and testimony as to the
       reasonableness of certain of the Debtors' directors or
       officers' compensation;

    C. development of a key employee retention plan and long-
       term incentive plan for certain of the Debtors'
       employees;

    D. compensation programs for the Board;

    E. company-wide salary and incentive policies;

    F. employment and compensation of any new members of the
       Debtors' senior management team and ACC's Board; and

    G. litigation in connection with any of these issues.

Pearl Meyer is one of the leading executive compensation
consulting firms, specializing in the creation of innovative
compensation programs to attract, retain, motivate and reward
key employees and directors.  Founded in 1989, Pearl Meyer has
been a leader in executive compensation consulting and has
provided counsel to the senior management and boards of
directors of dozens of public and private companies on matters
of executive compensation, performance and organization,
including numerous Fortune 500 companies in the United States
and abroad.  Pearl Meyer frequently serves as an outside
consultant to board compensation committees in the discharge of
their fiduciary duties.  Pearl Meyer has pioneered major
innovations in compensation design, particularly in the area of
equity incentives, including omnibus stock plans, long-term
performance incentives, career shares, equity options,
performance management systems, stock grants for directors,
protection of unfunded executive benefits, and certain deferred
compensation arrangements. (Adelphia Bankruptcy News, Issue No.
29; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 43 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AHOLD: Supermarket Giant's $500M+ Restatement Probably Not Fatal
----------------------------------------------------------------
Ahold -- the owner of the Stop & Shop, Giant and TOPS
supermarket chains -- shows EUR5.4 billion of shareholder equity
on its balance sheet at Sept. 30, 2001.  A US$500 million
charge, eroding shareholder equity by roughly 10% and wiping-out
a year's worth of net income, would not render the company
insolvent.  The company's Sept. 30 balance sheet shows EUR23.5
billion in total liabilities.  Ahold typically generates EUR800
million to EUR1 billion in EBITDA per quarter.

Ahold reported this week that net earnings and earnings per
share under Dutch GAAP and US GAAP will be significantly lower
than previously indicated for the year ended 29 December 2002.
This is due primarily to overstatements of income related to
promotional allowance programs at U.S. Foodservice which are
still being investigated. Based on information obtained to date,
the company believes that operating earnings for fiscal year
2001 and expected operating earnings for fiscal year 2002 have
been overstated by an amount that the company believes may
exceed US$500 million, with the majority of such amount
occurring in the expected operating earnings for fiscal year
2002.  The overstatements of the income discovered to date will
require the restatement of Ahold's financial statements for
fiscal year 2001 and the first three quarters of fiscal year
2002.

In addition, ICA Ahold, Jeronimo Martins Retail and Disco Ahold
International Holdings will be proportionally consolidated under
Dutch GAAP and US GAAP, commencing with fiscal year 2002.  The
company will also restate its historical financial statements so
as to proportionally consolidate under Dutch GAAP and US GAAP
ICA Ahold, Jeronimo Martins Retail, and Disco Ahold
International Holdings. In addition, the historical financial
statements will be restated to proportionally consolidate
Bompreco and Paiz Ahold for the periods during which they were
50% owned by the company.

The company also announces that it has been investigating,
through forensic accountants, the legality of certain
transactions and the accounting treatment thereof at its
Argentine subsidiary Disco. Because the investigation is
ongoing, Ahold cannot currently quantify the full financial
impact of these matters.

The Supervisory Board of Ahold announced that, in view of the
above, Ahold President and Chief Executive Officer, Cees van der
Hoeven, and Chief Financial Officer, Michael Meurs, will resign.
They will stay on for an appropriate period of time in order to
effect an orderly transition of affairs.  The Chairman of the
Supervisory Board, Henny de Ruiter, has been designated to be
responsible for the daily supervision of the conduct of the
Executive Board and the business affairs of the company. Mr. De
Ruiter currently is a member of the Supervisory Board of N.V.
Koninklijke Nederlandsche Petroleum Maatschappij.  In addition,
he is a member of the Supervisory Boards of Aegon N.V., Beers
N.V., Heineken N.V., Unilever N.V. and Wolters Kluwer N.V.

As a consequence of the matters referred to above and, in
particular, the need to complete related investigations, the
company has deferred the announcement of its full year results
scheduled for 5th March. Ahold's auditors have also
informed Ahold that they are suspending the fiscal year 2002
audit pending completion of these investigations.

Ahold has obtained EUR 3.1 billion commitments from a syndicate
of banks, including a EUR 2.65 bn credit facility and a EUR 450
mln backup facility.

                    ADDITIONAL INFORMATION

                U.S. Foodservice overstatements

Recently, during the fiscal year 2002 year-end audit for U.S.
Foodservice, significant accounting irregularities were
discovered in the recognition of income including prepayment
amounts related to U.S. Foodservice's promotional allowance
programs. Based on information obtained to date, the company
believes that operating earnings for 2001 and expected operating
earnings for fiscal year 2002 have been overstated by an amount
that the company believes may exceed US $500 million, with the
majority of such an amount occurring in the expected earnings
for fiscal year 2002. Ahold's operating earnings will be
impacted by the same amount.

The overstatements discovered to date will cause a restatement
of the financial statements under Dutch GAAP and U.S. GAAP for
fiscal year 2001 and for the first three quarters of fiscal year
2002. As a result of the complex nature of the promotional
allowance programs, extensive work is continuing as part of the
ongoing investigation to determine the exact amount of the
overstatement for each accounting period. These irregularities
do not affect net sales reported for U.S. Foodservice.

As noted above, a complete investigation ordered by the Audit
Committee of Ahold's Supervisory Board is continuing by outside
legal counsel and independent forensic accountants. Pending the
conclusion of this investigation, certain senior executives of
the U.S. Foodservice purchasing and marketing management
team have been suspended.

                  Proportionate Consolidation

Ahold has determined that ICA Ahold, Jeronimo Martins Retail and
Disco Ahold International Holdings will be proportionally
consolidated under Dutch GAAP and US GAAP, commencing from
fiscal year 2002. The company will also restate its historical
financial statements so as to proportionally consolidate under
Dutch GAAP and US GAAP ICA Ahold, Jeronimo Martins Retail and
Disco Ahold International Holdings. In addition, the historical
financial statements will be restated to proportionally
consolidate Bompreco and Paiz Ahold for the periods
during which they were 50% owned by the company. Under
proportional consolidation, Ahold will consolidate its
proportional share of each entity in its financial statements.
Previously, the full results of these entities had
been consolidated in Ahold's results with the minority share in
earnings and equity then deducted, during the relevant periods.
The decision to proportionally consolidate was made on the basis
of information that had not previously been made available to
the company's auditors.

There is no impact of these deconsolidations on Ahold's net
income, earnings per share and shareholders' equity under Dutch
GAAP. The impact under U.S. GAAP is currently being reviewed.

                           Disco

Ahold further announced that it has been investigating, through
forensic accountants, the legality of certain transactions and
the accounting treatment thereof at its Argentine subsidiary
Disco. The investigation to date has uncovered certain
transactions that are questionable. Ahold is in the process of
determining what actions it will take in response to these
preliminary findings.  Until the investigation is complete, the
full financial impact of these findings cannot be determined.
The company is reviewing the appropriate changes to be
made at Disco including management changes but no final
decisions have been made on those issues yet.

                         Liquidity

Given the nature of the issues the company is announcing and the
consequent potential future impact on compliance with certain
financial covenants in existing credit facilities, Ahold has
obtained EUR 3.1 billion commitments from a syndicate of banks,
including a EUR 2.65 billion credit facility and a EUR 450
mln backup facility to support the securitisation programs
referred to below. The facility is designed to replace the
existing $2 billion credit facility, under which US $ 550 mln
has been drawn, as well as to provide Ahold additional
lines of liquidity.

The facility is comprised of secured and unsecured tranches.
Ahold will pay a credit spread over EURIBOR that will depend on
Ahold's credit rating during the tenure of the facility. The
facility will have a term of 364 days and will contain a
financial covenant that the interest coverage ratio will not be
lower than 2.5. The facility is subject to customary conditions
precedent. For the unsecured tranche, certain additional
conditions precedent will apply, including the delivery of
audited 2002 financial statements of certain subsidiaries by May
31, 2003 and of Ahold by June 30, 2003.

In addition, the banks under U.S. Foodservice's and Alliant's
receivables securitization programs that were due to expire on
February 27 and 28, 2003, have agreed to extend the programs for
an additional 60 days.

The backup facility and the credit facility will provide
adequate funds for amounts coming due in 2003 under the
securitization programs if they are not further extended.

                  Cashflow and debt reduction

The three-year plan announced in November 2002 designed to
substantially increase free cashflow and significantly reduce
debt continues to be pursued.  Capital expenditures are under
severe scrutiny. A very strong effort will be made to keep
working capital days unchanged, despite additional challenges
arising from recent events. Cost reduction programs have been
implemented throughout the company. The divestment of non-core
businesses and consistently under-performing core businesses is
proceeding according to plan. The scope of this divestment
program will be expanded in order to strengthen core businesses
in stable and profitable markets.

After a thorough review of all the consequences of recent
events, Ahold will announce specific targets for debt reduction.

                   Control and compliance

Last year Ahold launched a company-wide initiative to strengthen
controls and compliance. In view of recent events, this program
will be stepped up to ensure that the highest possible standards
of controls, compliance, disclosures and codes of professional
conduct apply throughout all Ahold group companies.  Ahold's
business principles, policy guidelines and codes of professional
conduct will be strictly enforced.

                      Revised outlook

Prior to the discovery of the overstatements of U.S. Foodservice
operating earnings, Ahold's fiscal year 2002 earnings were
within the guidance given by the company on November 19, 2002 of
an earnings per share decline of 6-8% excluding goodwill
amortization, exceptional charges and currency impacts. As a
consequence of primarily the U.S. Foodservice overstatement,
Ahold's 2002 net earnings and earnings per share under Dutch
GAAP and U.S. GAAP will be significantly lower than previously
expected.

                         *   *   *

Outside The Netherlands Koninklijke Ahold N.V., being its
registered name, presents itself under the name of "Royal Ahold"
or simply "Ahold".  The company maintains a Web site at
http://www.ahold.com


AHOLD: Moody's Junks Senior Unsecured & Subordinated Debt
---------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Koninklijke Ahold N.V. and guaranteed entities to B1
from Baa3 and the subordinated debt ratings to B2 from Ba1.
Moody's also assigned a senior implied rating of Ba3 and an
issuer rating of B1. All ratings remain on review for further
downgrade, where they were placed yesterday following Ahold's
announcement of a material accounting restatement and continuing
investigation into accounting irregularities at its US
Foodservice operations. The downgrade reflects Moody's view that
the accounting announcement and related management turnover
create significant uncertainty for debt holders. Additionally,
we believe that Ahold has a large amount of short term debt
outstanding that relies on the continued and uncertain
availability of bank lines as a source of alternate liquidity.

Moody's estimates Ahold's short term debt at EUR3,150 million
which includes:

   (A) EUR1.2 billion of scheduled debt repayments due by
       December 2003. The largest single item is EUR678 million
       of subordinated convertible bonds due in September

   (B) EUR850 million of borrowings under receivable-backed
       securitisation programmes

   (C) EUR500 million [sic.] of borrowings under the USD2
       billion term credit facility

   (D) EUR600 million of borrowings from short-term uncommitted
       lines

Moody's believes that the disclosure of accounting
irregularities at US Foodservice and the expected impact on
group operating earnings create considerable uncertainty about
the company's future levels of earnings and cash flows. Further
the disclosures may result in Ahold no longer being able to draw
under its existing USD2 billion syndicated committed term credit
facility. Moody's notes that the company has stated that it
has obtained EUR3.1 billion of commitments from a new syndicate
of banks, of which EUR2.65 billion relates to a 364-day dual-
tranche credit facility comprising secured and unsecured
tranches. The secured tranche would be likely to be an amount of
between EUR1.125 and EUR1.35 billion.  Moody's considers the
conditions precedent under the EUR2.65 billion facility may
prove challenging for the company to satisfy given the
ongoing accounting investigations at US Foodservice and the
financial reporting requirements which comprise part of the
conditions precedent.  Without access to the existing USD2
billion term credit facility or the new EUR2.65 billion 364-day
facility, Ahold will be wholly reliant upon rolling over
drawings under its existing uncommitted facilities, its
operating cash-flows and cash balances. While we recognise that
Ahold has a strong core of relationship banks, further
disclosures about accounting restatements would create questions
about the willingness of Ahold's lenders to continue to provide
credit until accounting and management issues are resolved.

Moody's has notched the senior unsecured claims one notch below
the senior implied rating to reflect the severity impact on
existing unsecured creditors of the planned senior secured
tranche of the new EUR2.65 billion 364-day facility. The
subordinated debt, totalling EUR1.771 million, which includes
EUR1.598 million of convertible subordinated notes, has been
notched two levels below the senior implied rating to reflect
likely higher loss severity at this subordinated level.

All of Ahold's ratings remain on review. Significant factors
which would support concluding the review would include comfort
over the strength and reliability of the company's operating
cash-flows which underpin the company's stated de-leveraging
strategy.

Based in Zaandam, the Netherlands, Koninklijke Ahold NV is a
leading international food provider, with operations in the
Netherlands, the United States, Scandinavia, and a growing
presence in the developing markets of Southern and Central
Europe, Latin America and Asia. The company reported 2001
revenues in excess of EUR66.5 billion.


AHOLD LEASE: S&P Cuts Ratings on Class A-1 and A-2 Notes to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 pass-through certificates issued by Ahold
Lease 2001-A Pass Through Trusts to 'BB+' from 'BBB+'.
Concurrently, the ratings are placed on CreditWatch with
negative implications.

The rating actions reflect the lowering of Ahold Koninklijke
N.V.'s corporate credit rating on Feb. 24, 2003, at which time
it was placed on CreditWatch negative. The ratings on Ahold
Lease 2001-A Pass Through Trusts are dependent on Ahold's
corporate credit rating, which guarantees leases that serve as
the source of payment on the rated securities. The leases, which
are "bondable" triple-net, are on 46 properties, which include
supermarkets and other retail stores, office buildings,
warehouses, and distribution centers in 13 states.


ALLEGHENY ENERGY: Inks $2.4 Billion of New & Revised Loans
----------------------------------------------------------
Allegheny Energy Supply Company, LLC inked agreements yesterday
with their lenders for new and restructured credit facilities
totaling $2.4 billion.  Proceeds from the financing will be used
to refinance existing debt and for general corporate purposes.

Allegheny Energy Chairman, President, and Chief Executive
Officer Alan J. Noia said, "This is an important milestone for
Allegheny Energy as we work to restore the financial health of
our Company and refocus on our core businesses.
We appreciate our lenders' support."

              New Loans & Collateral Pledges

The new credit facilities at Allegheny Energy Supply will
provide $470 million of additional funding and refinance $1.637
billion of existing debt and letters of credit, including $895
million outstanding under revolving credit
agreements, $269 million outstanding under a synthetic lease for
the Springdale generation project, which is nearly completed,
and $380 million of A-Note debt in the St. Joseph synthetic
lease, which will be restructured and assumed by Allegheny
Energy Supply.  The majority of Allegheny Energy Supply's
restructured debt is secured by substantially all of its assets.
The new credit facilities at Allegheny Energy, Inc. are
unsecured and will refinance $330 million of existing debt and
letters of credit.

               Summary Terms & Conditions
          of New & Restructured Credit Facilities

(A) Allegheny Energy, Inc. Facilities

     Amount:         $330 million

     Maturity:       April 18, 2005

     Security:       None

     Purpose:        To refinance existing debt and
                     letters of credit

     Interest Rate:  LIBOR + 500 bps

     Amortization:   $7.5 million quarterly

(B) Allegheny Energy Supply Facilities

    (1) Refinancing Facility

        Amount:         $988 million

        Maturity:       April 18, 2005

        Security:       Initially 90.5% secured by
                        substantially all assets of Allegheny
                        Energy Supply, except for the
                        Springdale generation project

        Purpose:        To refinance existing debt and letters
                        of credit comprised of $895 million
                        outstanding under revolving credit
                        facilities, $57 million of bilateral
                        facilities, and $36 million of St.
                        Joseph synthetic lease B&C Notes.

        Interest Rate:  LIBOR + 600 bps, 550 bps, and 500 bps,
                        assuming credit ratings of BB- or
                        lower, BB, and BB+ or higher,
                        respectively. If the unsecured portion
                        is not secured by July 31, 2003, the
                        rate on the unsecured portion
                        increases to 12.5% retroactive to the
                        closing date.

        Scheduled
        Amortization:   $30 million -- September 30, 2004
                        $150 million -- December 31, 2004

    (2) New Money Facility

        Amount:         $470 million ($420 million drawn;
                                       $50 million committed)

        Maturity:       September 30, 2004

        Security:       100% secured by substantially all
                        assets of Allegheny Energy Supply,
                        except for the Springdale generation
                        project

        Purpose:        General corporate purposes

        Interest Rate:  LIBOR + 600 bps

        Scheduled
        Amortization:   $250 million -- December 31, 2003
                        Balance -- September 30, 2004

    (3) Springdale Facility

        Amount:         $269 million

        Maturity:       April 18, 2005

        Security:       $150 million secured by the Springdale
                        generation project. The balance shares
                        pro rata in security with the
                        Refinancing Facility.

        Purpose:        To refinance the Springdale synthetic
                        lease

        Interest Rate:  LIBOR + 600 bps, 550 bps, and 500 bps,
                        assuming credit ratings of BB- or
                        lower, BB, and BB+ or higher,
                        respectively. If the unsecured portion
                        is not secured by July 31, 2003, the
                        rate on the unsecured portion
                        increases to 12.5% retroactive to the
                        closing date.

        Scheduled
        Amortization:   Pro rata with the Refinancing Facility

    (4) St. Joseph Synthetic Lease A-Notes

        Amount:         $380 million

        Maturity:       November 15, 2007

        Security:       Initially secured by substantially all
                        assets of Allegheny Energy Supply,
                        except for the Springdale generation
                        project, pro rata with the Refinancing
                        Facility

        Purpose:        To refinance existing debt

        Interest Rate:  10.25%.  If the unsecured portion is
                        not secured by July 31, 2003, the rate
                        on the unsecured portion increases to
                        13% retroactive to the closing date.

                   Repaying the Loans

"The new facilities at Allegheny Energy Supply require
repayments of $250 million in the fourth quarter of 2003 and
$250 million and $150 million, respectively, in the third and
fourth quarters of 2004. The new facilities at
Allegheny Energy, Inc. require repayment of $7.5 million each
quarter.  The facilities also have customary provisions
requiring prepayments out of the proceeds of asset sales and
debt and equity issuances," Noia explained, including these
mandatory repayments:

     * 75% of Allegheny Energy, Inc. (or its subsidiaries
       other than Allegheny Energy Supply) net asset sale
       proceeds up to $400 million and 100% thereafter will
       be used to prepay Allegheny Energy, Inc. debt;

     * 75% of Allegheny Energy Supply net asset sale
       proceeds up to $800 million and 100% thereafter
       (100% of sale proceeds from the Springdale
       generation project at all times) will be used to
       prepay Allegheny Energy Supply and Allegheny Energy,
       Inc. debt proportionately;

     * 100% of net proceeds from the issuance of debt will
       be used to prepay Allegheny Energy, Inc. and
       Allegheny Energy Supply debt proportionately;

     * 100% of net proceeds from the issuance of equity in
       excess of $250 million will be used to prepay
       Allegheny Energy, Inc. and Allegheny Energy Supply
       debt proportionately;

     * 50% of excess cash flow of Allegheny Energy Supply
       will be used to prepay Allegheny Energy Supply debt;
       and

     * 50% of consolidated excess cash flow of Allegheny
       Energy, Inc. (excluding Allegheny Energy Supply)
       will be used to prepay Allegheny Energy, Inc. debt.

"While our short-term liquidity needs have now been addressed,
we must continue to concentrate on meeting our objectives for
raising equity, selling assets, and further reducing costs in
order to achieve long-term financial stability. In the coming
months, we will be focused on these initiatives to improve our
financial condition and strengthen our balance sheet," Noia
continued.

As previously announced, Allegheny Energy has already taken
steps to reduce its cost structure, preserve cash, and
strengthen its balance sheet.  Beginning in the third quarter of
2002, the Company scaled back its wholesale
energy trading activity; cancelled the development of several
generating facilities, saving $700 million in capital
expenditures over the next several years; reduced its workforce
by approximately 10 percent; and suspended the dividend on its
common stock.

                   Financial Projections

Allegheny Energy delivered a Form 8-K to the Securities
and Exchange Commission yesterday, which contains certain
projections regarding the Company's future operating
performance.  Those projections are available at no charge at:


http://www.sec.gov/Archives/edgar/data/3673/000089183603000132/sc0067c.txt

The financial projections were prepared for the Company's
lenders as part of the restructuring and financing negotiations
and includes balance sheets, income statements, and cash flow
statements for Allegheny Energy, Inc. and Allegheny Energy
Supply. The information includes a projection of 2003 and 2004
consolidated net income of $131 million and $125 million,
respectively. Among other things, as further detailed in the 8-
K, these preliminary projections give effect to the new and
restructured credit facilities and assume that Allegheny Energy
issues $330 million of 8% mandatory convertible debt in the
third quarter of 2003 and $375 million of 8% mandatory
convertible debt in the third and fourth quarters of 2004 to
meet scheduled debt amortization.  They do not include any
assumptions regarding any sale of assets.

            Conference Call at 11:00 a.m. Today

Allegheny Energy will comment further on the new and
restructured credit facilities in an analyst conference call on
Wednesday, February 26, 2003, at 11:00 a.m. (Eastern Time).
Investors, the news media, and others may listen to a live
internet broadcast of the call at http://www.alleghenyenergy.com
or http://www.streetevents.comby clicking on an available audio
link.  The call will also be archived for replay purposes for 10
working days after the live broadcast on both of these web
sites.

Lazard served as strategic financial advisor for Allegheny
Energy.

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.
Allegheny Energy Supply Company is a wholly owned subsidiary of
Allegheny Energy, Inc. (NYSE: AYE).  More information about the
Company is available at http://www.alleghenyenergy.com.


AMERICAN SOUTHWEST: S&P Keeps Watch on B-Rated Class B-4 Notes
--------------------------------------------------------------
Fitch Ratings places American Southwest Financial Securities
Corp.'s commercial mortgage pass-through certificates, series
1995-C1, $11.7 million class B-4, rated 'B', on Rating Watch
Negative. In addition, Fitch affirms the $14.6 million class B-3
at 'BB+' and upgrades the $11.2 million class B-2 to 'AAA' from
'AA'. Fitch does not rate the class C certificates. The rating
actions follow Fitch's annual review of this transaction, which
closed in July 1995.

The Rating Watch Negative is attributed to the four new
delinquent and specially serviced loans (45%) and interest
shortfalls. Class B-4 has limited credit enhancement. Therefore,
a loss on these loans may prompt a downgrade. Class B-4 also
suffers from interest shortfalls due to the disposition of
Pierson Apartments, which resulted in a loss. The interest
shortfalls are being repaid, but full recovery is not expected
for another year.

There are currently five specially serviced loans (53%). Four
loans (45%) are secured by four retail properties with a related
borrower. Two of the properties have vacant anchors and two
appear to be performing. The borrower remains delinquent on all
four loans and thus far has not cooperated with the special
servicer, Lennar Partners. The fifth specially serviced loan
(8%) has an operator, Lodgian Inc., which recently emerged from
bankruptcy. The loan is current and expected to return to the
master servicer in April 2003.

The upgrade is due to an increase in subordination levels due to
loan refinance and amortization. As of the February 2003
distribution date, the pool's aggregate balance has been reduced
by 85% to $43.1 million from $293 million at issuance. Sixty-one
of the original 74 loans have paid off since issuance leaving
the pool heavily concentrated by loan balance, geographic and
property type concentration. While Fitch views the increased
concentration as a concern it was taken into account in the
upgrade.

Midland collected year-end 2001 operating statements for 100% of
the outstanding pool balance. The YE 2001 weighted average debt
service coverage ratio (DSCR) for all loans is 1.33 times,
compared to 1.51x at YE 2000. One loan (12%) reported a DSCR
below 1.0x. The borrower of the property is actively working to
improve occupancy at the property, the loan is current.

Fitch will continue to monitor this transaction for developments
on the four retail loans and will revisit the class B-4 rating
as more information is made available.


AMES DEPARTMENT: Dimensional Fund Discloses 3.71% Equity Stake
--------------------------------------------------------------
Dimensional Fund Advisors Inc., a Delaware Corporation,
discloses in a regulatory filing dated February 3, 2003 with
Securities and Exchange Commission that it holds a 3.71% equity
stake in Ames Department Stores Inc.  Dimensional Fund 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.

As investment advisor or manager, Dimensional Fund possesses
voting and investment power over Ames securities.  Dimensional
may be deemed to be the beneficial owner of 1,091,450 shares of
Ames Department Stores common stock held by its advisory
clients. Nevertheless, Dimensional Fund Vice President and
Secretary, Catherine L. Newell, emphasizes that the Ames common
stocks are owned by their advisory clients.  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." (AMES
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ANC RENTAL: Court Sets Fort Myers Asset Sale Hearing for Mar. 19
----------------------------------------------------------------
Liberty Mutual Insurance Company asserts a limited objection to
the extent ANC Rental Corporation and its debtor-affiliates
intend to sell the Fort Myers Property free and clear of
Liberty's liens against, and security interests in, the
Property.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman LLP, in Wilmington, Delaware, notes that claims and
encumbrances usually attach to the net proceeds of sale.

Furthermore, Mr. Rosner notes that pursuant to Section 363(e) of
the Bankruptcy Code, Liberty is entitled to adequate protection
of its interests in the Property and Sale Proceeds.  That
section mandates adequate protection for holders of interests in
any of the Debtors' property that is to be sold.  It provides
that "on request of an entity that has an interest in property
used, sold or leased, or proposed to be used, sold or leased, by
the trustee, the court . . . will prohibit or condition the use,
sale or lease as is necessary to provide adequate protection of
the interest."

Accordingly, Liberty asks the Court to protect its interests in
the sale proceeds.  Specifically, Liberty asserts that any
proposed sale order should provide that the net sale proceeds
should be held in a segregated, interest-bearing account subject
to the further Court order and the rights and interests of
Liberty and any other entity that asserts a secured interest in
the Property.

According to Mr. Rosner, the Sale Motion and proposed Sale Order
fail to disclose or address Liberty's interests, and the
interests of other creditors who hold or assert an interest, in
the Property and Sale Proceeds.  As is evident from Liberty's
cooperation and participation in the Debtors' reorganization
cases, Liberty is generally supportive of the Debtors'
reorganization efforts.  Should there come a time when the
Debtors need to access the funds, Liberty, together with the
other entities as the Court finds possess an interest, will
consider the proposal under the circumstances that are extant at
the time.

                         *     *     *

Judge Walrath approves the Biding Procedures governing the sale
of the Fort Myers Property.  The Sale Hearing will be held on
March 19, 2003 at 2:00 p.m.  With regards to Liberty's
objection, Judge Walrath rules that it is continued for
discussion at the Sale Hearing.

                         *     *     *

The real property is located at 13281 Treeline Avenue, Fort
Myers, Florida.

The property consists of 5.13 acres of land owned by Alamo Rent-
A-Car, LLC.  The Property was utilized by Alamo as a full
service care rental facility, servicing customers of the nearby
airport.  Alamo vacated the Property in May 2001 after the
cessation of operations at the Property.  The Debtors have not
used the property since that time.  The Debtors' real estate
department has received numerous inquiries regarding a possible
sale of the Property.  The Debtors have and are continuing to
market the Property with the assistance of Site Consulting
Corp., commercial real estate advisors.

These are the Court-approved Bidding Procedures:

  A. To participate in the bidding process, each person must
     deliver to the Debtors an executed confidentiality
     agreement in form and substance satisfactory to the Debtors
     and current financial statements of the potential bidder
     or, if the potential bidder is an entity formed for the
     purpose of acquiring the Property, current audited
     financial statement of the equity holders of the potential
     bidder of other form of financial disclosure acceptable for
     the Debtors and their professionals demonstrating the
     potential bidder's ability to close the proposed
     transaction;

  B. In order for a bidder to be a qualified bidder, each
     potential bidder must deliver the documents, demonstrate
     the financial capability to consummate the purchase of the
     Property and in the judgment of the Debtors, must be
     reasonably likely to be able to consummate the purchase of
     the Property.  The Debtors will determine in their solve
     discretion whether any potential bidder is a qualified
     bidder;

  C. All bids must be submitted to the Debtors counsel not later
     than 4:00 p.m. on March 10, 2003.  A Bid is a letter from a
     qualified bidder stating that the qualified bidder offers
     to purchase the Property upon the terms and conditions set
     forth in the Purchase Agreement and the qualified bidder's
     offer is irrevocable until the closing of the purchase of
     the Property.  A qualified bidder's bid will be accompanied
     by a good faith deposit in an amount equal to $50,000.  The
     Good Faith Deposit will be delivered to Chicago Title
     Insurance Company to be held in accordance with Purchase
     Agreement.  The Good Faith Deposit, together with any
     interest earned thereon, will be returned to any bidder
     whose Bid is not accepted by the Debtors within three
     business days after the Bid Termination Date.  The Good
     Faith Deposit of the successful bidder, together with any
     interest earned thereon, will be applied to the purchase
     price.  The Bid of a Qualified Bidder will also be
     accompanied by written evidence of a commitment for
     financing or other evidence of ability to consummate the
     proposed transaction satisfactory to the Debtors in their
     sole discretion.

  D. The Debtors will consider a Bid only if:

     -- it provides for consideration of not less $1,099,364
        for the Property;

     -- it is not conditioned on obtaining financing or subject
        to any due diligence contingency by the Qualified
        Bidder; and

     -- it does not request or entitle the Qualified Bidder to
        any break-up or topping fee, termination fee, expense
        reimbursement or similar type of payment.

  E. A bid received from a Qualified Bidder that meets the
     requirements is a "Qualified Bid."  A Qualified Bid will be
     valued based upon these factors

     -- the amount of the Qualified Bid, and

     -- the net value to be provided to the Debtors.

  F. If the Debtors receive more than one Qualified Bid, the
     Debtors will conduct an auction at the offices of Blank
     Rome Comisky & McCauley LLP, 1201 North Market Street,
     Suite 800, Wilmington, Delaware 19801, beginning at 10:00
     a.m. on March 17, 2003, or at a time or other place as the
     Debtors will notify all Qualified Bidders who have
     submitted Qualified Bids.  Only the Debtors, Qualified
     Bidders, any representative of the Official Committee of
     Unsecured Creditors, Congress Financial Corporation, Lehman
     Brothers, Inc. and Liberty Mutual Insurance Company, and
     the professionals and advisors of each of the foregoing,
     will be entitled to attend the Auction.  Only Qualified
     Bidders will be entitled to make any additional bids at the
     Auction.  The opening bid at the Auction will not be less
     than $50,000 higher than the highest Qualified Bid.  All
     bids subsequent to the opening bid at the Auction must
     exceed the prior bid by not less than $50,000.  Bidding
     at the Auction will continue until the highest or best
     offer is determined by the Debtors in their sole
     discretion.  Upon conclusion of the Auction, the Debtors
     will review each Qualified Bid on the basis of financial
     and contractual terms and the factors relevant to the sale
     process, including those factors affecting the speed and
     certainty of consummating the sale with respect to the
     Property, and submit the highest or otherwise best bid for
     approval by the Court at the Sale Hearing.  The Debtors'
     presentation of a particular Qualified Bid to the Court for
     approval does not constitute the Debtors' acceptance of the
     bid.  The Debtors will be deemed to have accepted a bid
     only when the bid has been approved by the Court at the
     Sale Hearing.  Qualified Bids submitted as modified by a
     Qualified Bidder at the Auction will remain open and
     irrevocable through the Bid Termination Date.  Upon failure
     to consummate the sale because of a breach or failure on
     the part of the successful bidder, the Debtors may select
     in their business judgment the next highest or otherwise
     best Qualified Bid to be the successful bid and the Debtors
     will be authorized to effectuate a sale to that bidder
     without further order of the Court. (ANC Rental Bankruptcy
     News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)


ANNUITY & LIFE: Won't Pay Dividend in First Quarter 2003
--------------------------------------------------------
Annuity and Life Re (Holdings), Ltd., (NYSE: ANR) expects to
report significant losses for the quarter and year ended
December 31, 2002.  The projected loss for the fourth quarter is
in addition to the charge associated with the novations of
several large contracts at December 3 1, 2002, which was
previously disclosed in the Company's Form 8-K filing on
January 16, 2003. The projected loss is driven by continuing
adverse mortality and an increase in reserves associated with
the Company's life reinsurance business in response to the
receipt of a large number of open claim submissions that did not
fit historical or expected patterns.  Also contributing to the
fourth quarter loss are continuing losses on the Company's
largest guaranteed minimum death benefit contract and a
significant increase to related reserves, unrealized losses from
embedded derivatives, and a high level of expenses related to
the Company's efforts to raise capital, effect treaty recaptures
and other associated activities.

During the fourth quarter of 2002, the Company was not able to
secure or replace the remaining $15 million letter of credit
issued in its favor in connection with a stop loss reinsurance
facility provided by The Manufacturers Life Insurance Company.
In addition, although the Company made significant progress in
satisfying the collateral requirements under its various
reinsurance treaties, it has not yet satisfied all such
requirements as of December 31, 2002.  In particular, as
disclosed in the Company's Form 8-K filing on January 16, 2003,
the Company has not satisfied the additional collateral
requirements under its largest guaranteed minimum death benefit
treaty, which the cedent currently estimates to be approximately
$59 million. The Company is also in discussion with another
ceding company that has recently asserted that the Company must
satisfy substantial collateral requirements in excess of the
amounts already posted by the Company.  A significant portion of
the amount of additional collateral requested by this cedent is
based on its adoption of a new Actuarial Guideline that was not
contemplated at the time the contract was written.  The Company
has requested information from this cedent as to the basis for
its assertion that the Company must post the additional
collateral.

The Company also announced that it had ceased writing new
business and had notified its existing customers that it will
not be accepting any new business under its existing treaties on
their current terms.  The Company also announced that it will
not declare or pay a dividend on its common shares during the
first quarter of 2003.

The Company also reported that it had reached an agreement with
The Ohio National Life Insurance Company to terminate its fixed
annuity reinsurance contract with the Company effective
January 31, 2003.  In connection with such termination, Ohio
National paid a fee to the Company as consideration for a
portion of the Company's deferred acquisition costs associated
with the contract.  Neither party has any remaining obligations
under the contract. The contract represented approximately $376
million of funds withheld assets on the Company's balance sheet
as of December 31, 2002 and the majority of the Company's
unrealized FAS 133 losses from embedded derivatives during 2002.

The Company also reported that its annuity reinsurance contract
with Transamerica performed within the Company's expectations
during the fourth quarter of 2002 and that it had raised its
reinsurance premium rates substantially on all of its non
guaranteed premium yearly renewable term life contracts.  The
Company is also continuing its efforts to raise capital and to
negotiate the recapture, retrocession, novation or sale of
certain of its reinsurance contracts.

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

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

The rating remains on Rating Watch Evolving.

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


AQUILA: Fitch Cuts Low-B Ratings over Limited Fin'l Flexibility
---------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured rating of
Aquila, Inc., to 'B+' from 'BB' and the short-term rating of 'B'
has been withdrawn. The obligations of Aquila Asia Pacific and
Aquila Canada Finance, guaranteed by ILA, have also been
downgraded to 'B+' from 'BB' by Fitch. Approximately $3 billion
of debt has been affected.

The rating actions reflect ILA's limited financial flexibility,
tighter than expected liquidity position, and weak cash flow
from non-regulated operations, as well as an increase in
execution risks surrounding the renegotiation of existing bank
facilities. The ratings of ILA, ILA Asia Pacific and ILA Canada
Finance remain on Rating Watch Negative, pending resolution of
bank group negotiations and a review of an updated business
plan. A full description of the rating changes is detailed
below.

ILA's liquidity position and cash flows are weaker than
previously anticipated. Due to weak spark spreads available in
the power market, net revenues from power facilities under
tolling arrangements are inadequate to fully cover the cash
capacity payment obligations that total approximately $118
million in 2003. Fitch expects the combination of high gas
prices and low electricity spot prices to persist over the next
several months. Secondly, when ILA was downgraded below
investment grade, a $130 million accounts receivable facility
was wound down. This facility was not replaced by a new $80
million receivables facility prior to year-end 2002, as
anticipated. Finally, ILA has made slower than expected progress
in selling of Avon Energy Partners Holding (AEPH, senior
unsecured debt rated 'BB-, Rating Watch Evolving by Fitch) the
U.K. operations, and has rejected bids for the sale of these
assets as inadequate.

ILA has until April 12, 2003 to reach an agreement for
additional covenant relief with lenders to its $650 million
revolving credit facilities. On April 12, an existing waiver of
the minimum interest coverage covenant under these facilities
will expire. ILA previously reported that it expects to remain
out of compliance with this covenant through Dec. 31, 2003. If
ILA is unable to negotiate necessary relief, the lenders could
declare borrowings immediately due and payable, which would
trigger cross-defaults to ILA's other debt as well as to
guaranteed obligations, including certain synthetic leases and
the ILA Canada Finance bank facility. While Fitch does not
currently anticipate that lenders would vote to accelerate,
Fitch expects the bank lenders will require security in exchange
for relief. ILA is seeking regulatory approvals to pledge
regulated utility assets to the banks from certain state
commissions that require such approval. ILA withdrew its
application to pledge regulated assets located in Colorado after
the Colorado State Public Utilities Commission requested
detailed information on the nature of the pledge. The largest
percentage of ILA's regulated assets, about 50%, is located in
Missouri, where the request remains under consideration.
Furthermore, the Federal Energy Regulatory Commission's order on
February 20, 2003 (regarding Westar Energy's financing request),
imposes new rules on debt authorization that may further
complicate the pledge of utility assets in states that do not
regulate this directly. Should ILA be unable to obtain
regulatory approvals to the degree necessary to adequately
secure the banks with US utility assets, ILA could offer
creditors the pledge of its equity in Canadian and Australian
utilities.

The company estimates the current book value of Australian and
Canadian assets to be approximately $900 million, relative to
outstanding debt at September 30, 2002 of around $730 million.
ILA's future bank facility needs are expected to be lower than
the current $650 million facility amount due to asset sales and
the exit from power trading. Although the need to renegotiate
the bank facilities has been previously disclosed, attendant
execution risks have increased with the approach of the deadline
and the increase in regulatory obstacles.

Ratings downgraded, on Rating Watch Negative

      Aquila

          -- Senior unsecured debt to 'B+' from 'BB';

          -- Short-term debt withdrawn.

      Aquila Canada Finance (formerly UtiliCorp Canada Finance)

          -- Senior unsecured debt to 'B+' from 'BB'.

      Aquila Asia Pacific (formerly UtiliCorp Asia Pacific)

          -- Senior unsecured to 'B+' from 'BB'.

ILA, formerly UtiliCorp, provides network distribution of
electricity and gas in the U.S., Canada, Australia and the UK.
It also is in the wholesale power generating business in North
America and is in the process of winding down its wholesale
energy trading activities.


ARMSTRONG: Asks Court to Set Non-Current Admin. Claims Deadline
---------------------------------------------------------------
Armstrong Worldwide Industries asks Judge Newsome to set a final
date for claimants to file requests for payment of
administrative claims, and asks that he approve a proposed claim
form and notice procedures for that purpose.

AWI proposes that the bar date be 5:00 p.m. Eastern Time on a
date which is five business days after the date on which the
hearing on confirmation of the plan is to begin.  However, AWI
notes that this Motion only covers a specific list of
administrative expenses arising in AWI's chapter 11 case, and
does not seek to require the filing of administrative claims by
creditors with administrative expenses arising out of AWI's day-
to-day payment and benefit obligations to employees and to
providers of goods and services, or parties to contracts, unless
AWI's postpetition payment obligations to such parties are more
than 60 days past due.

AWI argues that a deadline for filing administrative expense
claims may be set so that a debtor and its creditors know what
entities are asserting such claims, and in what amounts.  This
is particularly important since the Bankruptcy Code requires
payment of all allowed administrative claims in full, in cash,
on the effective date of a plan of reorganization unless a
holder of such claims agrees to a different treatment.

Under the Plan, AWI may reserve from Available Cash a reasonable
estimate of Administrative Expenses that may become allowed as
of the last day of the month immediately preceding the Effective
Date, other than professional fees.  To properly estimate the
amount of this reserve, it is important for AWI to understand
what administrative expenses, other than those of a type
reflected in AWI's normal payables records, exist.

Because the amount of specified administrative expense claims
asserted against AWI must be factored in the calculation of
Available Cash under the Plan, and because the Plan seeks to
discharge all claims against AWI arising before the Effective
Date, it is essential that AWI be able to ascertain the amount
of administrative expenses before consummation of the Plan.

AWI's proposed Order on this Motion does not require that all
holders of administrative expenses file a proof of claim by this
deadline. Only those persons or entities asserting any of these
types of administrative expenses must file proof of the expense
by the Administrative Expense Bar Date:

        (a)  Any administrative expense representing personal
             injury, property damage, or other tort claims
             against AWI, excluding Asbestos Personal Injury
             Claims;

        (b) Any administrative expense for breach of an
            obligation - contractual, statutory or otherwise --
            by AWI, including any environmental liability (but
            other than any environmental liability with respect
            to property that is currently owned and operated by
            AWI;

        (c) Any administrative expense for amounts incurred by
            AWI after the Petition Date in the ordinary course
            of AWI's business if payment for such amounts is
            alleged to be overdue by at least 60 days as of the
            Confirmation Date;

        (d) Any administrative expense incurred by AWI outside
            the ordinary course of its business or on other than
            ordinary business terms, except to the extent the
            incurrence of the administrative expense claim was
            approved by the Bankruptcy Code (e.g., the DIP
            Credit Facility Claim, the postpetition COLI loans
            or any claims under any hedging agreement entered
            into postpetition), or represents fees and expenses
            of professionals;

        (e) Any administrative expense that would not ordinarily
            be reflected as a payable on AWI's books and records
            or as a liability on AWI's financial statements; and

        (f) Any administrative expense representing an employee
            claim against AWI, other than (i) a claim for wages,
            benefits, pension or retirement benefits or expense
            reimbursement by an employee who is employed by
            AWI as of the Administrative Expense Bar Date; or
            (ii) a grievance claim under any collective
            bargaining agreement to which AWI is a party.

AWI explains that, by only requiring certain types of
administrative expenses to be asserted by the Administrative
Expense Bar Date, AWI simply is trying to flush out potential
administrative expenses of which AWI may be unaware - and
provide parties that might assert such extraordinary
administrative expenses the opportunity to assert their claims
and avoid having them discharged as a result of confirmation.

The proposed Order provides that if a holder of a specified
administrative claim who is required to file a proof of claim by
the Administrative Expense Bar Date does not do it so that the
proof is actually received by Trumbull before the Bar Date, then
the administrative expense will be barred and discharged, and
the holder will have no right to assert the administrative
expense against AWI, its estate, Reorganized AWI, or any of the
AWI Progeny. (Armstrong Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AVAYA INC: Names Paul Domorski VP for Services Operations
---------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks and services to businesses, has named
Paul Domorski vice president, services operations.

Domorski was previously president of BT's Syncordia Solutions
business, a global services organization of 7,000 people.  In
that position, he refocused the product portfolio to offer
network integration, customer relationship management and other
value added services, doubling revenues over three years and
making the business profitable for the first time.  He also has
held a number of executive positions with Unisys Corporation,
including vice president and managing director of services for
Europe, Africa and Middle East.  While leading this business, he
improved the group's cost structure and grew revenues with new
offers including network integration, outsourcing and desktop
services through a team of 3,000 people.

"Paul Domorski has a proven record of operational excellence and
developing new services that deliver value to customers," said
Lou D'Ambrosio, group vice president, global services, Avaya.
"He will be a great asset to our $2 billion services business as
we deliver communications solutions to help customers drive
operational efficiencies and generate new revenue streams."

Domorski received a B.A. in political science and American
studies and an M.S. in public administration from The American
University and an M.S. in organizational dynamics from the
University of Pennsylvania.

Avaya Inc., designs, builds and manages communications networks
for more than 1 million businesses worldwide, including 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services. Driving the convergence of voice and
data communications with business applications -- and
distinguished by comprehensive worldwide services -- Avaya helps
customers leverage existing and new networks to achieve superior
business results.  For more information, visit the Avaya Web
site at http://www.avaya.com

                            *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
enterprise communications equipment and services provider Avaya
Inc., to double-'B'-minus from double-'B'-plus, lowered its
senior secured debt rating to single-'B'-plus from double-'B'-
minus, and lowered its senior unsecured debt rating to single-
'B' from double-'B'-minus. At the same time, Standard & Poor's
removed the ratings from CreditWatch, where they were placed on
July 31, 2002. The outlook is negative.

DebtTraders reports that Avaya Inc.'s 11.125% bonds due 2009
(AV09USR1) are trading at about 95 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for
real-time bond pricing.


AVERY COMMS: Proposes "Going Private" Deal via Reverse Split
------------------------------------------------------------
Patrick J. Haynes, III, Chairman of the Board and Chief
Executive Officer of Avery Communications, Inc., has written an
information statement to the holders of common stock, par value
$0.01 per share, of Avery Communications, Inc., in connection
with the proposal to amend the Company's Certificate of
Incorporation.  Such amendment will effect a one for 5,000
reverse stock split of the Company's common stock which will
result in the common stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. Commonly referred to as a "going private"
transaction, the proposed transaction will reduce the number of
stockholders of record to fewer than 300, as required for the
deregistration of Avery's common stock under the federal
securities laws. After the reverse stock split, its common stock
will no longer be traded on the OTC Bulletin Board.

The Board of Directors unanimously supports the reverse stock
split. In addition, Avery's controlling stockholders have
consented in writing to the amendment to the Certificate of
Incorporation to effect a one for 5,000 reverse stock split.
This action by the controlling stockholders is sufficient to
ensure that a majority of the stockholders approve the amendment
without the vote of any other stockholders. Accordingly, the
approval of other stockholders is not required and is not being
sought.

On the effective date of the reverse stock split, each
stockholder will receive one share of common stock for each
5,000 shares held immediately prior to the reverse stock split
and will receive cash in lieu of any fractional shares to which
one would otherwise be entitled. The cash payment for such
fractional shares will be equal to $1.27 per pre-split share.

Avery is a technology based service company which is engaged in
outsourced customer care and billing services for the
telecommunications and other industries.

At September 30, 2002, Avery Communications' balance sheet shows
a working capital deficit of about $17 million, and a total
shareholders' equity deficit of about $7 million.


AVON ENERGY: Fitch Cuts & Keeps Low-B Ratings on Watch Evolving
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has lowered the
senior unsecured and short-term ratings of Avon Energy Partners
Holding to 'BB-' and 'B', respectively. The ratings remain on
Rating Watch Evolving. AEPH is the ultimate group holding
company of Midlands Electricity plc and Aquila Power Networks.
The ratings of ME and APN remain unchanged at 'BBB-/F3' and
'BBB+/F2' respectively. These ratings also remain on Rating
Watch Evolving.

The rating action reflects the impaired ability of AEPH to
service its debt obligations within the group given the cash
transfer restrictions imposed by Ofgem upon APN, the regulated
entity, (which will now apply also to ordinary dividends) and
the highly speculative nature of cash flow dividends from other
unregulated businesses. The sale process is now in the sixth
month of negotiation and, although Fitch understands that there
might be at least one offer which would cover the total
outstanding debt within the group, additional liquidity pressure
on the U.S. parent Aquila Inc. (downgraded to 'B+', remaining on
Rating Watch Negative) might precipitate a conclusion of the
sale process under which the interests of AEPH bondholders -
facing greatest subordination relative to the operational assets
of APN - would be at increased risk.

In August 2002 Fitch put Avon Energy, Midlands & Aquila Power
ratings on Rating Watch Evolving following the announcement by
Aquila Inc., that it would dispose of its 79% share in Avon
Energy Partners Holding, the UK holding company for Midlands
Electricity plc, which in turn owns UK electricity distributor
Aquila Power Networks. The Rating Watch Evolving was predicated
upon the lack of visibility on both capital structure of the
group and the credit profile of a future buyer.

In November 2002, majority parent Aquila Inc., was downgraded to
'BB', and remained on Rating Watch Negative. This would have
typically reflected negatively on forecast liquidity within the
Avon group (i.e. the implication that pressure would grow upon
Aquila's investments to upstream liquidity to the U.S. parent)
and therefore strongly influenced the rating of AEPH. At the
time, however, the risk of liquidity pressure was mitigated by a
number of factors: the assets disposal was at an advanced stage
of negotiation and due to be finalized by the end of 2002 and
the estimated market value of the assets was sufficient to
ensure assumption of or repayment of outstanding debt within the
Avon group. Of comfort to creditors of APN was the fact that
virtually all of the group's available liquidity was at the
regulated entity level.

In January 2003 changes surrounding the regulatory intervention
did not result in a re-rating since Fitch considered that debt
servicing at subordinated levels within the Group was achievable
going forward based on up-streamed cash flows arising from
inter-company loans interest and principal repayments, and
systematic purchases of tax losses, as agreed with Ofgem.
Together with cash flow available at the intermediate holding
company ME from associated and ancillary businesses, cash
dividends would have provided for cash in excess of the coupon
due on both the ME and AEPH debt, even in the absence of
dividends from APN, pending conclusion of a sale.

The sale of Avon has not, however, closed as anticipated, and
the pool of European buyers interested in the asset base
continues to shrink. As highlighted by Fitch in its special
report dated Jan. 10, 2003, delays in the sale process may be
due, among other things, to the possibility that the prices bid
were not consistent with Aquila's requirement for a cash equity
return (i.e. a bid price which would return to Aquila an element
of cash in addition to the assumption of Avon group debt). When
Aquila bought its 79.9% of Avon in May 2002 from FirstEnergy
Corp. (rated 'BBB' by Fitch) the price was partially paid in
cash and the balance with a US$114 million seller's note (now
$95 million) guaranteed by Aquila Inc. The latter amortises over
six annual instalments, but would become payable in full upon
the occurrence of a sale.

It now seems clear that, in the context of Avon group
consolidated net debt of GBP1.18 billion, which excludes the
seller's note payable to FirstEnergy, the offer currently on the
table will not be sufficient to satisfy both shareholders and
bondholders within the Avon group. While this may imply less
pressure upon Aquila to dispose of AEPH, and thus crystallise a
liquidity issue at the parent level, pressure on cash flows
downstream from AEPH make a swift conclusion of the disposal an
imperative for bondholders of AEPH. Additionally, under the
(unlikely) scenario where a disposal were to be arranged even
where a disposal price in excess of GBP1.18 billion cannot be
achieved, subordinated bondholders at Avon are exposed to a
greater risk of default, and also a materially lower recovery
rate than other parts of the Avon group.

The Rating Watch Evolving reflects the uncertainty surrounding
the outcome of the currently proposed sale - acquisition by a
higher-rated entity combined with the paydown of existing debt
may result in stabilization of ratings or a rating upgrade for
member companies within the Avon group; conversely, failure to
complete an acquisition, or acquisition by a lower-rated entity
may result in stabilization of ratings or in a lowering of
ratings.


BANCO INTERNACIONAL: New York Unit Voluntarily Liquidates Assets
----------------------------------------------------------------
Banco Internacional, S.A., discloses the voluntary liquidation
of its New York agency, located at 437 Madison Avenue, New York.
The agency will cease operations on April 30, 2003.

Any person or entity with a claim against the New York agency is
directed to submit its claim on or before March 31, 2003, to:

            Banco Internacional, S.A., New York Agency
            437 Madison Avenue, 17th Floor
            New York, NY 10022
            Attn: Carlo Martinez, EVP and General Manager

Banco Internacional was Mexico's fifth largest commercial bank
in terms of total assets with a 7.3% market share at end-
September 2002.


BETHLEHEM STEEL: Court Amends USWA Fee Reimbursement Order
----------------------------------------------------------
At the Bethlehem Steel Corporation's behest, the U.S. Bankruptcy
for the Southern District of New York amends the Reimbursement
Order substituting Potok, Campbell and Co., LLC for Keilin &
Co., LLC as the United Steel Workers of America's financial
advisor.  The Court also amends the compensation terms of the
USWA's financial advisor and determine that Keilin is not
entitled to any success fee.

The terms and conditions of Potok Campbell's retention is
basically the same as Keilin's except for some modifications.

USWA terminated Keilin's retention effective as of November 22,
2002.  The USWA replaced Keilin with Potok Campbell, effective
on October 1, 2002.  The USWA even informed Keilin that it would
not approve the payment of any success fee by the Debtors.

Pursuant to a letter of agreement between the Debtors and the
USWA, the Debtors have agreed to reimburse the USWA's reasonable
professional fees and expenses.  At that time, the USWA had
retained Keilin as its financial advisor.  In particular, the
Debtors agreed to pay Keilin:

(1) $100,000 as monthly fee, except for the periods October 15
     to October 31, 2001 and April 1 to April 15, 2002, in
     which case the fee was $50,000; and

(2) $5,000,000 as success fee, less the amount of any monthly
     work fees paid to Keilin, subject to the occurrence of the
     effective date of either a confirmed reorganization plan
     or the sale of all or substantially all of its operating
     assets to a third party and the approval of the USWA.

Pursuant to a November 22, 2002 letter agreement between the
Debtors and the USWA, the parties agree that same conditions as
applied to Keilin in the performance of its services, including
indemnification, will apply to Potok Campbell except for:

     (a) the payment of a $75,000 monthly work fee; and

     (b) the reimbursement to Potok Campbell for its reasonable
         expenses, subject to the $1,400,000 overall limit.
         (Bethlehem Bankruptcy News, Issue No. 31; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


BURLINGTON INDUSTRIES: Will Reinstate Pension and Benefits Plan
---------------------------------------------------------------
On the Effective Date of Burlington Industries, Inc.'s Plan of
Reorganization, the Reorganized Debtors will be deemed to have
reinstated certain employee benefit plans.  These employee
benefit plans will not be modified by the Reorganized Debtors
for at least two years after the Effective Date:

A. Medical Benefits -- Active Employees

   Eligibility:  Wage and Salaried Employees scheduled to work
                 20+ hours per week

   Plan Offered: Burlington Preferred Provider Access
                 Burlington Health Maintenance Benefit
                 Burlington Medical Care Coverage

B. Medical Benefits -- Post 65 Retired Employees

   Eligibility:  Employees who retire at age 65 or after or
                 employees who retire have previously retired
                 "early" and reach age 65

   Plan Offered: PARTNERS Medicare Choice
                 Burlington Retired Employees Medicare
                 Supplement

C. Dental Benefits -- Active Employees

   Eligibility:  Wage and Salaried Employees scheduled to work
                 20+ hours per week

   Plan Offered: Dental Basic
                 Dental Plus

D. Dental Benefits -- Retired Employees

   Eligibility:  Employees who retire with 10 or more years of
                 service and are age 55 through 64
   Plan Offered: Dental Basic
                 Dental Plus

E. Group Term Life Insurance

   Eligibility:  Wage and Salaried Employees scheduled to work
                 20+ hours per week

F. Voluntary Life Insurance

   Eligibility:  Wage and Salaried Employees scheduled to work
                 20+ hours per week

G. VEBA Death Benefit

   Eligibility:  Wage and Salaried Employees whose birth dates
                 are on or before October 1, 1927, and whose
                 date of employment was on or before April 30,
                 1967.

H. Weekly Disability Benefit

   Eligibility:  Wage Employees schedule to work 20+ hours per
                 Week

I. Salary Continuation

   Eligibility:  Salaried Employees schedule to work 20+ hours
                 per week

J. Long Term Disability

   Eligibility:  Wage Employees schedule to work 20+ hours/week
                 Salaried Employees schedule to work 20+ hours
                   per week

K. 401(k) Plan

L. Paid Holidays

M. Paid Vacation

N. Other Benefits

   -- Adoption Assistance Benefits,
   -- Tuition Aid/ Matched Giving Program,
   -- Bereavement Pay,
   -- Jury Duty Pay,
   -- Relocation Benefits,
   -- Severance Benefits, and
   -- Credit Union

The Reorganized Debtors will be deemed to have modified and
reinstated, as modified, these pension and employee benefit
plans:

A. Retirement System:

   Immediately after the Effective Date, Reorganized Burlington
   will amend the Retirement System that:

   (a) no person who is not a participant in the Retirement
       System as of the effective date of the amendment may
       thereafter become a participant in the Retirement System,
       and

   (b) no person who is a participant in the Retirement System
       after the effective date of the amendment may thereafter
       make any further contribution to the Retirement System.

B. Early Retirees Health Care Plan

   Immediately after the Effective Date, Reorganized Burlington
   will amend the Early Retirees Health Care Plan so that no
   person who is not a participant in the Early Retirees Health
   Care Plan as of the effective date of the amendment may
   thereafter become a participant in the Early Retirees Health
   Care Plan.  The premiums paid by participants in the Early
   Retirees Health Care Plan will be adjusted annually as agreed
   to between Berkshire and Reorganized Burlington.

On the Effective Date, the Debtors will be deemed to have
terminated these employee benefit plans and agreements:

   -- 1999 SERP,
   -- Pre-1999 SERP, and
   -- Employment Agreements.

These plans and agreements will be deemed and treated as
Executory Contracts that are rejected by the applicable Debtor
pursuant to the Plan and Section 365 of the Bankruptcy Code, as
of the Effective Date, and any Claims arising from these
obligations will be subject to the bar date provisions of the
Plan.  Neither the Debtors, the Reorganized Debtors, the
Distribution Trust Representative, the BII Distribution Trust
nor the Estates will have any further obligations under these
plans or agreements.

From and after the Effective Date, the Reorganized Debtors, in
their sole discretion, may continue to pay valid Claims arising
before the Petition Date under the Debtors' self-insured
workers' compensation programs that would not otherwise be paid
by another entity or a state agency under a surety bond, letter
of credit or other obligation. (Burlington Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CANADIAN SATELLITE: S&P Raises Ratings to BB over Parent's Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Canadian Satellite Communications Inc., and its wholly owned
subsidiary, Star Choice Communications Inc., including the long-
term corporate credit ratings, which were raised to 'BB-' from
'B+'. The outlooks are stable.

The ratings upgrade follows Shaw Communications Inc.'s recent
announcement that it has obtained a C$350 million senior
unsecured bank loan due 2006 to repay its 100%-owned subsidiary
Cancom's existing C$350 million senior secured credit facility.
The upgrade reflects Calgary, Alberta-based Cancom's
significantly lower debt position and Shaw's continued
demonstration of financial support.

"The ratings between Cancom and Shaw were not fully equalized,
reflecting our view that differences in default risks exist
since Cancom's debt is not guaranteed by Shaw, and that Cancom's
credit profile is ultimately weaker than Shaw's," said Standard
& Poor's credit analyst Barbara Komjathy.

Cancom's liquidity, following the repayment of its credit
facility, is derived from a C$43 million of pro forma cash
position, as of November 30, 2002, and C$10 million and C$5
million operating credit facilities at the Cancom and Star
Choice levels, respectively, sufficient to fund cash
requirements in 2003. In addition, Standard & Poor's expects
Shaw will provide liquidity and refinancing support to Cancom
until it starts to generate positive free cash flow, expected in
2004.

The ratings reflect Shaw's indicated willingness and ability to
provide financial support to Cancom if required, which mitigates
concerns over liquidity and refinancing risks. From a business
perspective, the ratings reflect the growing customer base of
Cancom's satellite direct-to-home television subsidiary, Star
Choice; the diversity provided by its satellite services
operations; and operational synergies gained through its
relationship with Shaw. In addition, although Cancom generates
positive EBITDA, its stand-alone financial flexibility is
limited, particularly in light of negative free cash flows and
maturities in December 2003 and May 2004.

Through its satellite services arm, Cancom offers wholesale
distribution of both audio and video signal, satellite tracking
and messaging services, and interactive distance-learning
services. Through Star Choice, it offers residential DTH
satellite services to about 780,000 customers.

The stable outlook reflects Standard & Poor's expectation that
Cancom will continue to execute its business plan to expand Star
Choice's DTH satellite subscriber base and minimize churn. In
addition, Cancom is expected to generate positive free cash
flows on a run rate basis in 2004. A material change in Cancom's
relationship with Shaw, or a change in Shaw's ability to provide
financial support to the company, would result in a full review
of the rating.


CAPITOL COMMUNITIES: Fails to Beat Form 10-QSB Filing Deadline
--------------------------------------------------------------
Capitol Communities Corporation is in the process of
consolidating its financial accounting department to its new
principal place of business located in Boca Raton, Florida.  Due
to the consolidation, according to the Company, Capitol
Communities therefore delays timely filing of its Report on Form
10-QSB.

The Company anticipates a gain of $13,587 for the three months
ended December 31, 2002, compared to a loss of $2,048,010 for
the three months ended December 31, 2001. The increase for the
three months ended December 31, 2002 was primarily due to a
decrease of $1,588,743 in general and administrative expenses
and $238,378 in interest expenses for the three months ended
December 31, 2001.

Capitol Communities Corporation, through its subsidiary, owns
approximately 1,000 acres of residential property in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents. It is located directly across
the Arkansas River from Little Rock. Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, jogging trails, and other lifestyle
amenities.

                         *   *   *

As previously reported in the Sept. 12, 2002, edition of the
Troubled Company Reporter, Capitol Communities Corporation (OTC
Bulletin Board: CPCY) announced the United States Bankruptcy
Court for the Eastern District of Arkansas, Little Rock Division
dismissed the Chapter 11 filing of its wholly owned subsidiary,
Capitol Development of Arkansas, Inc.

Capitol Development paid its secured and unaffiliated creditors
instead of filing a plan of reorganization.  The dismissal was
effective September 6, 2002.


CHESAPEAKE ENERGY: Reports Strong Performance Results for 2002
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) reported its financial
and operating results for the fourth quarter of 2002 and for the
full-year 2002.  For the fourth quarter, Chesapeake generated
net income available to common shareholders of $23.7 million,
discretionary cash flow (defined as cash flow from operating
activities before changes in assets and liabilities and certain
non-cash items) of $125.4 million and ebitda (defined as
discretionary cash flow plus interest expense) of $156.7 million
on revenue of $255.4 million.

The company's fourth quarter 2002 net income available to common
shareholders of $23.7 million included a $0.6 million after-tax
risk management loss (a non-cash item related to the application
of SFAS 133 to certain of the company's hedging contracts), a
$7.4 million after-tax loss from the impairment of the company's
investment in the securities of Seven Seas Petroleum, Inc., and
a $0.8 million after-tax loss from the early extinguishment of
certain Chesapeake debt securities.  Without these items,
Chesapeake's net income to common shareholders in the fourth
quarter of 2002 would have been $32.5 million.

Production for the fourth quarter of 2002 was 49.5 billion cubic
feet of natural gas equivalent (bcfe), comprised of 43.9 billion
cubic feet of natural gas (bcf) (89%) and 0.94 million barrels
of oil (mmbo) (11%).  Oil and natural gas production increased
20% from the fourth quarter of 2001 and 6% compared to the third
quarter of 2002.  Approximately 9% of the 2.8 bcfe production
increase in the 2002 fourth quarter was attributable to
acquisitions closed during the fourth quarter.  The fourth
quarter of 2002 marked Chesapeake's sixth consecutive quarter of
production growth compared to six consecutive quarters of
production declines in the industry.

Average prices realized during the fourth quarter of 2002 after
hedging were $24.67 per barrel of oil (bo) and $4.00 per
thousand cubic feet of natural gas (mcf), for a realized gas
equivalent price of $4.01 per thousand cubic feet of natural gas
equivalent (mcfe).  Hedging activities (excluding the effects of
Risk Management Income or Loss) decreased fourth quarter 2002
oil price realizations by $2.3 million ($2.41 per bo) and
increased fourth quarter 2002 gas price realizations by $14.2
million ($0.32 per mcf), for a total fourth quarter 2002 revenue
increase from hedging activities of $11.9 million ($0.24 per
mcfe).

             Chesapeake Reports Full-Year 2002 Results

For the full-year 2002, Chesapeake generated net income
available to common shareholders of $30.2 million, discretionary
cash flow of $410.2 million and ebitda of $521.5 million on
revenue of $737.8 million.

The company's 2002 net income available to common shareholders
of $30.2 million included a $52.8 million after-tax risk
management loss (a non-cash item related to the application of
SFAS 133 to certain of the company's hedging contracts), a $10.3
million after-tax loss from the impairment of the company's
investment in the securities of Seven Seas Petroleum, Inc., and
a $1.6 million after-tax loss from the early extinguishment of
certain Chesapeake debt securities.  Without these items,
Chesapeake's net income to common shareholders in 2002 would
have been $94.9 million.

Production for the full year 2002 was 181.5 bcfe, comprised of
160.7 bcf and 3.47 mmbo.  Oil and natural gas production
increased 12% from 2001, marking Chesapeake's 11th consecutive
year of production growth.  Average prices realized during 2002
after hedging were $25.22 per bo and $3.54 per mcf, for a
realized gas equivalent price of $3.61 per mcfe.  Hedging
activities (excluding the effects of Risk Management Income or
Loss) decreased 2002 oil price realizations by $1.1 million
($0.32 per bo) and increased 2002 gas price realizations by
$97.1 million ($0.61 per mcf), for a total 2002 revenue increase
from hedging activities of $96.0 million ($0.53 per mcfe).

               Reaches Record Level of Proved Oil
                    and Natural Gas Reserves

Chesapeake began 2002 with estimated proved reserves of 1,780
bcfe and ended the year with 2,205 bcfe, an increase of 425
bcfe, or 24%.  Reserve replacement during the year was 606 bcfe,
or 335%, at an all-in finding cost of $1.31 per mcfe.  Reserve
additions through acquisitions totaled 275 bcfe at a cost of
$1.38 per mcfe (including $0.23 per mcfe from non-cash tax basis
step-ups).  Reserve additions through drilling (including price
and performance revisions) were 333 bcfe at a cost of $1.21 per
mcfe, for a reserve replacement ratio of 183%.  Excluding
revisions related to higher oil and gas prices, Chesapeake's
2002 finding costs through the drillbit were $1.57 per mcfe.
Pro forma for the ONEOK acquisition, which closed on January
31, 2003, the company's proved reserves at year-end 2002 were
2,401 bcfe.

Of the company's estimated proved reserves at year-end 2002, 74%
were proved developed compared to 71% last year.  In addition,
73% of this year's estimated proved reserves were prepared by
outside engineers compared to 71% last year.

As of December 31, 2002, the company's estimated future net cash
flows discounted at 10% before taxes (PV-10) were $3.72 billion
using field differential adjusted prices of $30.18 per bo (from
$31.25 NYMEX) and $4.28 per mcf (from $4.60 NYMEX).  Last year's
PV-10 was $1.65 billion using field differential adjusted prices
of $18.82 per bo (from $19.84 NYMEX) and $2.51 per mcf (from
$2.74 NYMEX).

                      Management Summary

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "Despite a 21% decrease in realized oil and gas
prices in 2002 compared to 2001, Chesapeake posted very strong
operational and financial results for the year.  Our success in
2002 resulted from a series of key management decisions made
during the past four years that have positioned the company to
be a prime beneficiary of today's supply-constrained energy
environment.  These decisions involved product strategy (we
favor gas over oil), geographic strategy (our focus on the Mid-
Continent provides significant economies of scale and high
returns on investment), business strategy (we are adept at both
drilling for new reserves and acquiring existing reserves) and
risk management strategy (our hedging results have been among
the best in the industry).

The impact of these decisions is strongly reflected in our 2002
results and also in our four-year results from year-end 1998
through 2002.  During this period, Chesapeake believes its track
record of value-added growth has been one of the best in the
independent exploration and production business:

    -- Production increased from 130 bcfe in 1998 to 181 bcfe in
       2002, a compound annual growth rate (CAGR) of  9%;

    -- Proved reserves increased from 1,091 bcfe in 1998 to
       2,205 bcfe in 2002, a CAGR of  19%;

    -- Reserves were replaced at the average annual rate of 282%
       and finding costs averaged only $1.04 per mcfe while
       adding 1,936 bcfe through acquisitions and drilling;

    -- Ebitda increased from $183 million in 1998 to $521
       million in 2002 and discretionary cash flow grew from
       $115 million in 1998 to $410 million in 2002, CAGRs of
       30% and 37%, respectively;

    -- Net income available to common shareholders during the
       four-year period totaled $716 million and shareholders'
       equity increased by $1.2 billion; and

    -- Gains from hedging from 1998 to 2002 have exceeded $180
       million and the company's 2003 hedges have also captured
       historically high oil and natural gas prices.

During these four years of exceptional achievement, Chesapeake
has become the largest producer of natural gas in the Mid-
Continent, among the eight largest independent gas producers in
the U.S. and one of the most profitable producers of natural gas
in the industry per unit of production.  We believe the
combination of our successful product and geographic strategies,
our value-added risk management strategy, our balanced
acquisition and drilling programs, our high quality assets and
our low operating costs will enable Chesapeake to continue
delivering one of the industry's best track records of
value creation in the years to come."

                         *     *     *

As reported in Troubled Company Reporter's December 9, 2002
edition, Fitch Ratings affirmed the 'BB-' rating of Chesapeake
Energy's senior unsecured notes. Fitch also affirms the 'BB+'
rating on Chesapeake's senior secured bank facility and the 'B'
rating on the convertible preferred stock. The Rating Outlook
for Chesapeake is Stable.

Chesapeake previously announced that it had agreed to acquire
$300 million of Mid-Continent gas assets through an acquisition
of a wholly-owned subsidiary of Tulsa-based ONEOK. Chesapeake
will fund the transaction with $150 million of equity and upon
completion of that component it will issue $150 million of debt.
The ONEOK acquisition fits well with CHK's existing Mid-
Continent assets and with Chesapeake's business strategy of
creating value by acquiring and developing low-cost, long-lived
natural gas assets in the Mid-Continent region of the U.S. This
transaction will increase its proved reserves by 8% to almost
2.5 tcfe and its production by 12% to over 565,000 mcfe per day.
Since Dec. 31, 2001, CHK has increased its reserve base by
approximately 40%.

The ratings reflect the conservative nature in which the
transaction is being funded, Chesapeake's long-lived, focused
natural gas reserve base and its modest credit profile.
Chesapeake's proved reserves, pro forma for the latest
acquisition are nearly 2.5 Tcfe, which provide a reserve life of
close to 11 years. Additionally, approximately 90% of
Chesapeake's proved reserves are natural gas and are primarily
located in the very familiar Mid Continent region. Fitch expects
Chesapeake to achieve synergies through its recent acquisition
and to expand upon the current production from those properties.


CITICORP MORTGAGE: Fitch Rates Ser. 2003-2 Cl. B-4 & B-5 at BB/B
----------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2003-2 class IA-1 through IA-24, IIA-1
through IIA-4, IA-PO and IIA-PO ($741 million) are rated 'AAA'
by Fitch Ratings. In addition, Fitch rates class B-1 ($7.6
million) 'AA', class B-2 ($3.4 million) 'A', class B-3 ($1.9
million) 'BBB', class B-4 ($1.5 million) 'BB' and class B-5
($0.8 million) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.15%
subordination provided by the 1% class B-1, the 0.45% class B-2,
the 0.25% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.15% privately
offered class B-6 (which is not rated by Fitch). In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities (rated 'RPS1' by
Fitch) as primary servicer.

The mortgage loans have been divided into two pools of mortgage
loans. Pool I, with an unpaid aggregate principal balance of
$549,864,883 consists of 1,175 recently originated, 19-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (37.41%)
and New York (16.01%). The weighted average original loan to
value ratio of the mortgage loans is 64.19%. Condo properties
account for 2.60% of the total pool and co-ops account for
4.60%. Cash-out refinance loans represent 12.78% of the pool and
there are no investor properties. The average balance of the
mortgage loans in the pool is approximately $467,970. The
weighted average coupon of the loans is 6.30% and the weighted
average remaining term is 357 months. Approximately 1.3% of the
mortgage loans are secured by properties located in the State of
Georgia, none of which are covered under the Georgia Fair
Lending Act, effective as of October 2002.

Pool II, with an unpaid aggregate principal balance of
$207,376,773 consists of 445 recently originated, 10-15 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (30.52%)
and New York (17.94%). The weighted average original loan to
value ratio of the mortgage loans is approximately 55.65%. Condo
properties account for 3.47% of the total pool, co-ops account
for 3.44%. Cash-out refinance loans represent 13.31% of the pool
and there are no investor properties. The average balance of the
mortgage loans is approximately $466,015. The weighted average
coupon of the loans is 5.94% and the weighted average remaining
term is 177 months. Approximately 1% of the mortgage loans are
secured by properties located in the State of Georgia, none of
which are covered under the Georgia Fair Lending Act, effective
as of October 2002.

The mortgage loans were originated or acquired by CMI and in
turn sold to CMSI. A special purpose corporation, CMSI,
deposited the loans into the trust, which then issued the
certificates. U.S. Bank National Association will serve as
trustee. For federal income tax purposes, a real estate mortgage
investment conduit election will be made with respect to the
trust fund.


COLD METAL: Court Extends Plan Filing Exclusivity until April 14
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District
of Ohio, Cold Metal Products, Inc., and its debtor-affiliates
obtained an extension of their exclusive periods.  The Honorable
Judge William T. Bodoh gives the Debtors, until April 14, 2003,
the exclusive right to file their plan of reorganization and
until June 13, 2003 to solicit acceptances of that Plan from
their creditors.

Cold Metal Products, Inc., is an intermediate steel processor of
strip and sheet steel for precision parts manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. The Company filed for chapter 11
protection on August 16, 2002 (Bankr. N.D. Ohio Case No.
02-43619).  Joseph F. Hutchinson Jr., Esq., at Brouse McDowell
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$65,430,000 in assets and $96,484,000 in debts.


CONSECO FINANCE: Wants Subsidiary Debtors Included in DIP Order
---------------------------------------------------------------
Conseco Finance Corporation and its debtor-affiliates, on an
emergency basis, ask the Court to:

* incorporate all terms of the FPS DIP Order;

* authorize the CFC Subsidiary Debtors to execute the necessary
   documents to become parties to that certain Secured Super-
   Priority DIP Credit Agreement among CFC, the Subsidiary
   Guarantors, CIHC, Inc., and FPS DIP LLC;

* deem the CFC Subsidiary Debtors subject to the FPS DIP
   Order; and

* grant to the parties-in-interest in the CFC Subsidiary
   Debtors' Chapter 11 cases all rights granted to the CFC
   Debtors, FPS DIP, LLC, U.S. Bank or any other party under the
   FPS DIP Order.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Doyle that Section 7.12 of the DIP Agreement states that when
any subsidiary of the Borrower becomes a debtor in these Chapter
11 cases, within 3 business days, that debtor must become a
Guarantor and Grantor.  Failure to satisfy this requirement is a
breach of the DIP Credit Agreement.  Although the Lenders under
the DIP Facility agreed to waive the 3 business day time
requirement and are working with the Debtors to resolve this
issue, the DIP Lenders continue to require certain of the CFC
Subsidiary Debtors to become parties to the DIP Credit
Agreement. Without the DIP Financing, Mr. Sprayregen asserts
that the CFC Debtors and CFC Subsidiary Debtors will be unable
to continue operations as going concerns pending the anticipated
sale of their assets.  "This fact alone justifies the requested
relief," Mr. Sprayregen says. (Conseco Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Has Until August 14 to Make Lease-Related Decisions
----------------------------------------------------------------
Conseco Inc., and its debtor-affiliates obtained an extension of
its lease decision period. The Court gave the Debtors until
August 14, 2003, to determine whether to assume, assume and
assign, or reject their unexpired leases for non-residential
real property. (Conseco Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COVANTA ENERGY: Dimensional Fund Discloses 2.08% Equity Stake
-------------------------------------------------------------
In a regulatory filing dated February 3, 2003, Catherine L.
Newell, Vice President and Secretary of Dimensional Fund
Advisors, Inc. informs the Securities and Exchange Commission
that Dimensional beneficially owns 1,036,691 shares of Covanta
Energy Corporation's Common Stock.  The amount of shares
Dimensional owns comprises 2.08% of all Common Stock Covanta
issued.

Dimensional Fund Advisors, Inc., an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts
and separate accounts.  In its role as investment advisor or
manager, Dimensional possesses voting and/or investment power
over the securities of Covanta that are owned by the Funds, and
may be deemed to be the beneficial owner of Covanta shares held
by the Funds.  However, all securities are owned by the Funds.
Dimensional disclaims beneficial ownership of these securities.
(Covanta Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DELIA*S CORP: Enters into Licensing Venture with JLP Daisy LLC
--------------------------------------------------------------
dELiA*s Corp. (Nasdaq:DLIA), a leading multichannel retailer to
teenage girls and young women, entered into an agreement with
JLP Daisy LLC, a Schottenstein Stores Corporation affiliate, to
license the dELiA*s brand on an exclusive basis for wholesale
distribution in certain categories of products, including
apparel, home furnishings, cosmetics and accessories.

Group 3 Design Corp., a leading brand management firm, has been
retained to manage these dELiA*s-branded licensing activities.
JLP Daisy has advanced dELiA*s $16.5 million in cash against
future royalties generated from the licensing venture. Once JLP
Daisy LLC recoups its advance plus a preferred return, dELiA*s
will receive a majority of the royalty stream after brand
management fees.

Stephen Kahn, dELiA*s' Chief Executive Officer, stated, "We are
excited about the opportunity to open new distribution channels
to expand the dELiA*s customer base and the reach of the dELiA*s
brand. Group 3's efforts will be focused on distributing an
array of dELiA*s product in predominantly mid- and upper-tier
department stores. We believe these activities will complement
dELiA*s direct (web and catalog) and specialty-store businesses.
The deal also solidifies dELiA*s balance sheet while creating an
opportunity to participate in a meaningful, future royalty
stream. The advance proceeds from this transaction leave us well
positioned to continue to run our core dELiA*s direct and retail
franchises."

Mary Gleason, CEO of Group 3, commented: "dELiA*s is one of the
most prominent and relevant brands with young women today. I'm
excited by the incredible enthusiasm we have already received
from both the vendor and retail communities. dELiA*s has the
potential to become a powerhouse licensing franchise and given
the timing of this transaction, we would expect to begin
distributing dELiA*s products as early as this Fall."

dELiA*s was advised on this transaction by Peter J. Solomon
Company.

dELiA*s Corp., is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, www.dELiAs.cOm and 68 dELiA*s retail stores. Forward-
looking statements in this press release are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.

Headquartered in New York City, Group 3 Design is a full-service
brand management company that specializes in apparel, footwear,
and accessories. Group 3 provides fully integrated global brand
management services such as licensing, product development,
sales management, and brand marketing.

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended November 2,
2002, the Company stated:

"Cash used in operations in the first three quarters of fiscal
2001 and 2002 was $24.6 million and $24.7 million, respectively.
The increase in cash used in operations primarily relates to
higher operating losses offset by changes in working capital
levels.

"Investing activities provided $7.4 million in the first three
quarters of fiscal 2001 primarily relating to net investment
proceeds offset by capital expenditures and to the cash proceeds
and payments relating to our non-core businesses. In the first
three quarters of fiscal 2002, investing activities used $9.7
million relating to capital expenditures. During the fourth
quarter of fiscal 2002, we expect to make additional capital
expenditures of $300,000 to $500,000 resulting in total capital
expenditures for fiscal 2002 of approximately $10.0 million.

"Financing activities provided $35.5 million in the first three
quarters of fiscal 2001, primarily as a result of the June 2001
sale of 5.74 million shares of our Class A common stock as well
as borrowings under our new credit agreement and stock option
exercises, and $15.3 million in the first three quarters of
fiscal 2002, primarily relating to net activity under our credit
facility.

"We are subject to certain covenants under the mortgage loan
agreement relating to the 1999 purchase of our distribution
facility in Hanover, Pennsylvania, including a covenant to
maintain a fixed charge coverage ratio. Effective May 1, 2001,
the bank agreed to waive the fixed charge coverage ratio
covenant through August 6, 2003 in exchange for an adjustment in
our payment schedule.

"Our credit agreement, as amended, with Wells Fargo Retail
Finance LLC, a subsidiary of Wells Fargo & Company, consists of
a revolving line of credit that permits us to borrow up to $25
million, limited to specified percentages of the value of our
eligible inventory as determined under the credit agreement, and
provides for the issuance of documentary and standby letters of
credit up to $10 million. Under this Wells Fargo facility, as
amended, our obligations are secured by a lien on substantially
all of our assets, except certain real property and other
specified assets. The agreement contains certain covenants and
default provisions customary for credit facilities of this
nature, including limitations on our payment of dividends. The
agreement also contains controls on our cash management and
certain limits on our ability to distribute assets. At our
option, borrowings under this facility bear interest at Wells
Fargo Bank's prime rate plus 50 basis points or at the
Eurodollar Rate plus 275 basis points. A fee of 0.375% per year
is assessed monthly on the unused portion of the line of credit
as defined in the agreement. The facility matures September 30,
2004 and can extend for successive twelve-month periods at our
option under certain terms and conditions. As of November 2,
2002, the outstanding balance was $19.3 million, outstanding
letters of credit were $2.7 million and unused available credit
was $20,000.

"In November 2002, a cash concentration trigger event occurred
under the terms of our Wells Fargo credit facility that permits
Wells Fargo, among other things, to establish additional
reserves which impact our availability under the line. As a
result of that event, we are currently in discussions with Wells
Fargo to amend the loan agreement , which will likely result in
an adjustment downward of the effective advance rate under the
line as well as introduce a number of financial covenants
relating to sales performance, inventory levels and cash flow
metrics. We anticipate that we will finalize the amendment on
satisfactory terms by the end of December 2002.

"Separately, in October 2002, we engaged Peter J. Solomon
Company to assist in the evaluation of strategic alternatives.
This process continues and will likely result in either a sale
of the company or the infusion of additional capital in the form
of equity or debt. We are currently evaluating a variety of
alternatives and anticipate being able to announce a decision in
this regard by the end of the fiscal year.

"If our discussions with Wells Fargo are concluded on
satisfactory terms and a capital infusion is received, we
believe that our cash on hand and cash expected to be generated
from operations, together with the funds available under our
credit agreement, will be sufficient to meet our capital and
operating requirements at least through the next twelve months.
There can be no assurance that we will conclude our discussion
with Wells Fargo on favorable terms or that we will be able to
obtain a capital infusion. If we are not successful we may not
be able to meet our operating and capital requirements for the
next twelve months. The accompanying financial statements have
been prepared on a going concern basis, which contemplates
continuity of operations, realization of assets and liquidation
of liabilities in the ordinary course of business."


DESA INT'L: H.I.G. Capital Gets Financing to Buy & Fund Business
----------------------------------------------------------------
H.I.G. CAPITAL, a private equity firm, announced that it
obtained a $165,000,000 Credit Facility to provide for the
acquisition of and ongoing working capital for DESA
International, LLC, a leading manufacturer of zone heating and
specialty power tools.  The financing is provided by Ableco
Finance LLC, as Collateral Agent, and Congress Financial, as
Administrative Agent.

DESA Holdings Corporation and DESA International, Inc., of
Bowling Green, Kentucky, filed voluntary petitions for
reorganization under chapter 11 of the Bankruptcy Code (Bankr.
Del. Case No. 02-11672) on June 8, 2002, listing total assets of
$235 million and total liabilities of $370 million.  Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young Jones & Weintraub
served as counsel to the debtors-in-possession.

H.I.G., according to a news released yesterday, is actively
pursuing an acquisition of substantially all of HA-LO
Industries, Inc., in a transaction brought before the U.S.
Bankruptcy Court in Chicago for approval.


DEVON MOBILE: Wants More Time to Make Lease-Related Decisions
-------------------------------------------------------------
Devon Mobile Communications, L.P., asks for an extension of time
from the U.S. Bankruptcy Court for the District of Delaware to
decide whether to assume, assume and assign, or reject its
unexpired nonresidential real property leases.  The Debtor wants
to stretch its lease decision deadline to April 17, 2003.

The Debtor discloses that as of the Petition Date, it was a
lessee under 75 Communication Towers Leases and was a party to
numerous other executory contracts and leases that must be
treated under Section 365 of the Bankruptcy Code.

Since the Petition Date, in addition to customary matters
attendant to chapter 11, the Debtor has, among other things,
conducted the Tower Auction and Virginia Auction, closed the
sales of the Towers and assignment of the related Tower Leases,
and has continued to develop a plan for selling the Debtor's
remaining assets with its financial advisors.

In light of the large number and variety of nonresidential real
property leases included in the Unexpired Leases and Contracts,
the Debtor simply has not had ample time to thoroughly analyze
each such lease and make an appropriate decision as to whether
assumption or rejection of individual agreements would provide
the greatest benefit to the estate and creditors.

The Debtor maintains that an extension of the time to assume or
reject the Unexpired Leases and Contracts will provide
significant benefits to the Debtor's estate and to creditors
without unduly harming the counterparties to the nonresidential
real property leases.

An extension through April 17, 2003 will ensure that the Debtor
maintains the optimum flexibility in liquidating its assets and
is not precluded from pursuing otherwise available sale
opportunities because of hastily made decisions. In addition,
the extension will ensure that the Debtor does not inadvertently
reject a valuable lease or prematurely assume an undesirable
lease, needlessly incurring a substantial administrative
obligation.

Devon Mobile Communications, L.P., a personal communications
service company is owned by Aldelphia Communications by 49.09%.
The Company filed for chapter 11 protection on August 19, 2002
(Bankr. Del. Case No. 02-12431).  J. Kate Stickles, Esq., Norman
L. Pernick, Esq., at Saul, Ewing LLP and Gerard S. Castellano,
Esq., at Brown Raysman Millstein Felder & Steiner LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $142,685,814 in
total assets and $64,782,532 in total debts.


DICE INC: Seeks OK to Hire Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------------
Dice Inc., asks for permission from the U.S. Bankruptcy Court
for Southern District of New York to employ Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., as its counsel.

The Debtor tells the Court that Pachulski Stang's legal services
are necessary to wind through the chapter 11 process.  The
professionals who will be primarily responsible in this
engagement are:

            Professional                Billing Rate
            ------------                ------------
          Robert J. Feinstein           $550 per hour
          David Barton                  $450 per hour
          Julienne K. Goldfine          $345 per hour
          Maria A. Bove                 $235 per hour
          Denise A. Harris              $160 per hour

The Debtor points out that the employment of Pachulski Stang
under a general retainer is appropriate and necessary to enable
the Debtor to faithfully execute its duties as debtor and debtor
in possession and to implement the restructuring and
reorganization. As Counsel to the Debtor, Pachulski Stang is
expected to:

     a. provide legal advice with respect to its powers and
        duties as debtor in possession in the continued
        operation of its business and management of its
        properties;

     b. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any actions
        commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to the claims filed against
        the Debtor's estate;

     c. assist the Debtor in obtaining approval of a disclosure
        statement and confirmation of its chapter 11 plan of
        reorganization;

     d. prepare necessary applications, motions, answers,
        orders, reports and other legal papers on behalf of the
        Debtor in connection with the administration of its
        estate;

     e. appear in Court and to protect the interests of the
        Debtor before the Court; and

     f. perform all other legal services for the Debtor that may
        be necessary and proper in these proceedings.

Dice Inc., provides career management solutions to tech
professionals via online job board, dice.com, through non-debtor
subsidiary Dice Career Solutions, Inc., and certification
preparation and assessment products through non-debtor
subsidiary MeasureUp, Inc.  The Company filed for chapter 11
protection on February 14, 2003 (Bankr. S.D.N.Y. Case No.
03-10877). Robert Joel Feinstein, Esq., at Pachulski Stang Ziehl
Young & Jones P.C., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $38,795,000 in total assets and $82,080,000
in total debts.


DIVINE INC: Files for Chapter 11 Reorganization in Boston, Mass.
----------------------------------------------------------------
divine, inc., (Nasdaq: DVIN) announced that its board of
directors has authorized divine and several of its subsidiaries
to file a voluntary petition to reorganize under Chapter 11 of
the U.S. Bankruptcy Code. Tuesday's action will be taken to
protect the value and viability of divine's operations while it
works to restructure its liabilities and achieve a timely and
favorable resolution to the remaining economic issues facing the
RoweCom, inc. subsidiary. In part to increase the efficiency of
the reorganization process, divine will file the petition in the
United States Bankruptcy Court in Boston Massachusetts, the same
venue where RoweCom's Chapter 11 case is proceeding. divine's
subsidiary divine/Whitman-Hart, formed with the acquisition of
certain assets of marchFIRST, is not included in this filing.

The firm of Casas, Benjamin & White LLC (CBW), a financial
advisory firm that specializes in corporate restructurings, will
assist divine's current management team in handling day-to-day
operations. divine and CBW intend to continue to explore
strategic options with Broadview International LLC including the
possible sale of its assets to a well-capitalized buyer or
buyers, in order to maximize return to creditors. divine is
reporting approximately $25 million in unrestricted cash on
hand, which will provide sufficient capital to operate the
business as various options are considered to maximize value to
the creditors.

Since engaging Broadview to explore strategic options, divine
has received substantial interest in each of its operating
units, with several organizations expressing interest in
purchasing some or all of divine's assets and operations. divine
has received a letter of intent from financial investment firm
GTCR Golder Rauner LLC to acquire divine's business in its
entirety. Any sale of divine's assets would be accomplished
pursuant to section 363 of the Bankruptcy Code and would be
subject to final approval of the Bankruptcy Court. Any sale
would also be subject to an auction process to yield the highest
and best offer.

One of divine's top priorities is ensuring that customers are
protected and that they continue to receive products, services
and support. divine has retained the critical staff to ensure
that its operations will continue without interruption during
the Chapter 11 reorganization and sale process. divine expects
that the protections of the Chapter 11 process will allow the
company to undertake these efforts, as well as seek potential
buyers of its assets, in an organized, Court-supervised setting
and with minimal disruption to its businesses.

As a result of this filing, divine's fourth-quarter and end-of-
year 2002 financial results release and conference call,
previously scheduled for this afternoon, have been cancelled.

divine, inc., (Nasdaq: DVIN) is focused on extended enterprise
solutions. Through professional services, software services and
managed services, divine extends business systems beyond the
edge of the enterprise throughout the entire value chain,
including suppliers, partners and customers. divine offers
single-point accountability for end-to-end solutions that
enhance profitability through increased revenue, productivity
and customer loyalty. The company provides expertise in
collaboration, interaction and knowledge solutions that
enlighten, empower and extend enterprise systems.

Founded in 1999, divine focuses on Global 5000 and high-growth
middle market firms, government agencies and educational
institutions and currently serves over 20,000 customers. For
more information, visit the company's Web site at
http://www.divine.com


DOBSON COMMS: Moody's Confirms Lower-B & Junk Level Ratings
-----------------------------------------------------------
Moody's Investors Service confirmed its ratings for Dobson
Communications Corporation, and its subsidiaries.

The rating action mirrors Dobson's strong liquidity and modest
near term debt amortization requirements.

Outlook is revised to negative from stable, reflecting the
challenges that the communications business encounters today.

                    Ratings Confirmed

   Dobson Communications Corporation                   Ratings

     * Senior Implied                                     B1
     * $300 million 10.875% Senior Notes due 2010         B3
     * 12.25% Exchangeable Preferred Stock due 2008      Caa2
     * 13.0% Exchangeable Preferred Stock due 2009       Caa2

   Dobson Operating Company, LLC

     * $925 million secured credit facility               Ba3

   Dobson/Sygnet Communications Company

     * $200 million 12.25% Senior Notes due 2008          B3

Dobson Communications, based in Oklahoma City, provides wireless
telecommunications services.


DOMAN INDUSTRIES: Canadian Court Fixes March 31 Claims Bar Date
---------------------------------------------------------------
Doman Industries Limited announced that on February 21, 2003,
the Supreme Court of British Columbia issued an order, in
connection with proceedings under the Companies Creditors
Arrangement Act, approving the proof of claim form and manner of
distribution of the proof of claim package to the Company's
creditors and setting the Claims Bar Date as 5:00 p.m.
(Vancouver time) on March 31, 2003. The Court also extended the
stay of proceedings provided for in the Confirmation Order
granted by the Court to April 30, 2003. A copy of the order may
be obtained by accessing the Company's Web site at
http://www.domans.com

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


EL PASO CORP: Selling Natural Gas Assets to Chesapeake Energy
-------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has agreed to acquire
$530 million of Mid-Continent natural gas assets in two
transactions.  From El Paso Corporation (NYSE: EP), Chesapeake
is acquiring an internally estimated 328 billion cubic feet of
gas equivalent (bcfe) of proved gas reserves, 70 bcfe of
probable and possible gas reserves, 293,000 leasehold acres and
current production of 67 million cubic feet of gas equivalent
(mmcfe) per day for $500 million.  The El Paso proved reserves
have a reserves-to-production index of 13 years, are 96% natural
gas (or natural gas liquids) and are 71% proved developed.

From Vintage Petroleum. Inc. (NYSE: VPI), Chesapeake is
acquiring an internally estimated 22 bcfe of proved gas
reserves, 8 bcfe of probable and possible gas reserves and
current gas production of 3.5 mmcfe per day for $30 million.
The Vintage proved reserves have a reserves-to-production index
of 17 years, are 97% natural gas and are 56% proved developed.

The transactions will increase Chesapeake's currently estimated
proved reserves (pro forma for the ONEOK closing that occurred
in January 2003) to 2.75 tcfe (an increase of 15%) and
Chesapeake's projected April 2003 production rate to
approximately 640 mmcfe per day (an increase of 13%).  The
company intends to finance the acquisitions by issuing a
combination of equity and long-term debt.

After allocating $50 million of the El Paso purchase price to
unevaluated leasehold for El Paso's probable and possible
reserves, Chesapeake's acquisition cost for the proved reserves
will be $1.37 per mcfe.  The acquisition is expected to close
before March 31, 2003, will have an effective date of April 1,
2003 and is subject only to satisfaction of customary closing
conditions.

After allocating $3 million of the Vintage purchase price to
unevaluated leasehold for Vintage's probable and possible
reserves, Chesapeake's acquisition cost for the proved reserves
will be $1.23 per mcfe.  The acquisition is expected to close
before March 31, 2003 and the cash consideration will be paid at
closing.  The transaction's effective date will be February 1,
2003 and is subject only to satisfaction of customary closing
conditions.

The El Paso and Vintage properties have many favorable
attributes.  Lease operating expenses average $0.25 per thousand
cubic feet of gas equivalent (mcfe), compared to $0.54 per mcfe
for Chesapeake during 2002 and approximately $0.70 per mcfe for
the industry.  In addition, because of Chesapeake's existing
operating and administrative scale in Oklahoma, the company
expects a decline in its general and administrative costs as
overhead recovery from operated wells (almost 700 will be added
to Chesapeake's existing operated well count of 5,100) will
exceed any marginal increase in administrative costs.
Furthermore, the concentration of the reserves in southern and
western Oklahoma and the abundant developmental and exploratory
drilling opportunities are a perfect fit for Chesapeake's deep
gas operating and exploration skills.  Finally, the properties
are located in areas with excess pipeline capacity and
consequently, gas price differentials to NYMEX have
traditionally averaged less than $0.25 per million British
thermal units (mmbtu).

                Comparison to ONEOK Transaction

In November 2002, Chesapeake reached an agreement to acquire
$300 million of Mid-Continent natural gas assets from ONEOK,
Inc.  In that transaction, which closed as scheduled on January
31, 2003, Chesapeake acquired an internally estimated 200 bcfe
of proved gas reserves, an estimated 60 bcfe of probable and
possible gas reserves and initial gas production of 47 mmcfe per
day.  After allocating $25 million of the ONEOK purchase price
to unevaluated leasehold for probable and possible reserves,
Chesapeake's acquisition cost for proved reserves in the ONEOK
transaction was $1.38 per mcfe.  For the ONEOK properties in
2002, lease operating expenses averaged $0.45 per mcfe and
basis differentials averaged $0.25 per mmbtu.

                   Chesapeake Benefits from
                Increasing Mid-Continent Scale

During the past several years, Chesapeake has continued building
an unprecedented scale of operations in the prolific natural gas
fields of western Oklahoma, consolidating interests in these key
fields through its transactions with Gothic, Sapient, Ram,
Canaan, Focus, Williams, Enogex/OG&E, ONEOK and now El Paso.  Of
the properties being acquired from El Paso, 96% are located
within townships in which Chesapeake already owns assets.
Chesapeake believes that the further consolidation of ownership
in these fields will result in considerable drilling and
operational efficiencies and greatly reduced administrative
costs.

The company believes the acquisition of these under-exploited
assets from El Paso and Vintage in combination with Chesapeake's
2.2 million net acre leasehold inventory and 9,000 square mile
3-D seismic database provides the company with over 1,500
prospective drillsites.  Chesapeake believes that it has built
one of the premier onshore gas producing franchises in the U.S.
and believes that it is prospect-rich in a prospect-poor
industry.

When combined with Chesapeake's existing 11.6% market share as
Oklahoma's largest natural gas producer, the El Paso properties
will increase Chesapeake's gas production market share in
Oklahoma to 14%.  In addition, the company is an operator of or
a participant in more than 50 wells currently being drilled in
Oklahoma, approximately 50% of the state's drilling activity.
Chesapeake enjoys substantial competitive advantages as a result
of this unparalleled operational scale in the Mid-Continent.

                      Management Comments

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "We are very pleased to announce our most recent
large acquisition of Mid-Continent gas assets at a very
attractive price in a very strong gas market. The El Paso and
Vintage acquisitions overlap perfectly with our existing Mid-
Continent asset base and with Chesapeake's business strategy of
creating long-term value for our shareholders by acquiring,
developing and exploring for low-cost, long-lived natural gas
reserves in the Mid-Continent region.  This transaction will
increase our estimated proved reserves to 2.75 tcfe and our
projected April 2003 production to 640 mmcfe per day, of which
91% will be onshore U.S. natural gas.  We believe these are some
of the most profitable, dependable and secure natural gas assets
in the world.

"Since January 1998, Chesapeake has discovered or acquired 3.3
tcfe of proved natural gas reserves at the very attractive
average cost of $1.27 per mcfe.  As a result, Chesapeake has
become the largest producer of natural gas in the Mid-Continent,
one of the eight largest independent gas producers in the U.S.
and one of the most profitable companies in the industry
measured by per unit of production.  We believe the combination
of our successful acquisition and drilling programs, high
wellhead revenue realizations, low operating costs and value-
added hedging strategies will enable Chesapeake to continue
generating top-tier returns to our investors for years to come."

Chesapeake Energy Corporation is one of the ten largest
independent natural gas producers in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.
The company's Internet address is http://www.chkenergy.com

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its long-term corporate
credit rating on energy company El Paso Corp., and its
subsidiaries to 'B+' from 'BB'.

Standard & Poor's also lowered its senior unsecured debt rating
at the pipeline operating companies to 'B+' from 'BB' and the
senior unsecured rating on El Paso to 'B' from 'BB-', reflecting
structural subordination relative to the operating companies.
All ratings on El Paso and its subsidiaries were removed from
CreditWatch, where they were placed Sept. 23, 2002. The outlook
is negative.


ENCOMPASS SERVICES: Court Approves Houlihan Lokey's Engagement
--------------------------------------------------------------
Bankruptcy Judge William Greendyke authorizes Encompass Services
Corporation and its debtor-affiliates to employ Houlihan Lokey
as their financial advisors and investment bankers, subject to
these terms:

  (a) Houlihan Lokey will not be entitled to indemnification,
      contribution or reimbursement pursuant to the November 19,
      2002 letter agreement between the Debtors and Houlihan
      Lokey for services other than the financial advisory and
      investment banking services required under the Letter
      Agreement, unless the Court approves other services and
      the indemnification, contribution or reimbursement;

  (b) The Debtors will have no obligation to indemnify Houlihan
      Lokey, or provide contribution or reimbursement to
      Houlihan Lokey, for any claim or expense that is either:

        (i) judicially determined to have arisen solely from
            Houlihan Lokey's gross negligence, willful
            misconduct, breach of fiduciary duty, if any, bad
            faith or self-dealing; or

       (ii) settled before a judicial determination as to
            Houlihan Lokey's gross negligence, willful
            misconduct, breach of fiduciary duty, or bad faith
            or self-dealing but determined by the Court, to be a
            claim or expense for which Houlihan Lokey should not
            receive indemnity, contribution or reimbursement;

  (c) If, before the earlier of (i) the entry of a final order
      confirming a Chapter 11 plan in the Debtors' bankruptcy
      cases; and (ii) the entry of an order closing these
      Chapter 11 cases, Houlihan Lokey believes that it is
      entitled to the payment on account of the Debtors'
      indemnification, contribution and reimbursement
      obligations under the Agreement, including the advancement
      of defense costs, then Houlihan Lokey must file an
      application with the Court and the Debtors may not pay any
      amount to Houlihan Lokey before the entry of a Court order
      approving the payment.  The U.S. Trustee and the Official
      Committee of Unsecured Creditors will retain the right to
      object, at any time and on any ground, to any demand by
      Houlihan Lokey for indemnification contribution or
      reimbursement; and

  (d) The limitation on any amount to be contributed by all
      indemnified parties in the aggregate will be eliminated.

Judge Greendyke further rules that Houlihan Lokey's M&A
Transaction Fee must not exceed 10% of the cash the Debtors
received in an M&A Transaction including any escrowed cash.
Judge Greendyke also precludes the firm's affiliates, Sunrise
Capital Partners, L.P. and Century Park Capital, L.P., from
investing in the Debtors during the pendency of these cases.
(Encompass Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: ENA Gets Nod to Sell ACE Contract to Canadian Imperial
-------------------------------------------------------------
Judge Arthur Gonzalez authorizes Enron North America to sell the
ACE Contract to Canadian Imperial Bank of Commerce, London
Branch for $2,185,000 by means of assumption and assignment in
accordance with the terms of the Purchase and Sale Agreement
dated as of January 30, 2003.

The terms in the Purchase and Sale Agreement:

1. Purchase Price.  The Purchase Price for the Contract will be
   a flat dollar amount negotiated as a result of the auction.
   The Purchase Price will be paid to ENA at the Closing by
   wire transfer of immediately available United States funds to
   the account ENA designates;

2. Closing.  The Closing of the transaction contemplated by the
   Sale Agreement, at which the Sale Agreement will be signed,
   will take place at 9:00 a.m. Central Standard Time, at the
   offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane,
   New York, New York, or at some other location ENA designates,
   after the entry of the Bankruptcy Court Order as provided in
   the Sale Agreement;

3. Non-Recourse Sale; Disclaimer of Warranties.  ENA will
   make no representations or warranties whatsoever with respect
   to any matter relating to the Contract or the Assumed
   Liabilities including, without limitation, income to be
   derived or expenses to be incurred in connection with the
   Contract or the Assumed Liabilities, or any other matter or
   thing relating to the Contract or the Assumed Liabilities or
   any portion thereof.  Buyer will have conducted or will have
   had the opportunity to conduct an independent inspection and
   investigation of the Contract and the Assumed Liabilities and
   all other matters relating to or affecting the Contract or
   Assumed Liabilities as Buyer deemed necessary or appropriate
   and that in proceeding with its assumption of all of Sellers'
   rights, duties and obligations under the Contract and the
   Assumed Liabilities, Buyer will be doing so based solely on
   independent inspections and investigations and will
   acknowledge that, subject to the foregoing, Buyer will be
   receiving all of ENA's rights, duties and obligations
   under the Contract and the Assumed Liabilities "As Is, Where
   Is and With All Faults."  With respect to the assignment and
   delegation of all of ENA's rights, duties and obligations
   in, to and under the Contract and the assumption of the
   Assumed Liabilities, Buyer will have no recourse to ENA or
   any of its Affiliates in connection with:

    (a) any Assumed Liabilities;

    (b) the Contract or any termination or alleged termination
        of the Contract occurring after the Closing Date;

    (c) any disputes with respect to Contract Documentation; and

    (d) any breaches, defaults, non-performance or claims under
        the Contract occurring after the Closing Date;

4. Fees and Expenses.  Except as provided in the Sale Agreement,
   all fees and expenses, including fees and expenses of
   counsel, incurred in connection with the Sale Agreement and
   the transactions contemplated under it will be paid by the
   party incurring the fee or expense;

5. Transfer Taxes.  All sales, use, transfer, filing,
   recordation, registration and similar Taxes and fees arising
   from or associated with the transactions contemplated under
   the Sale Agreement will be borne by Buyer, unless the Taxes
   are specifically levied under Applicable Law on ENA and each
   Party will file all necessary documentation with respect to,
   and make all payment of, the Taxes and fees imposed on it on
   a timely basis;

6. Excluded Assets.  Notwithstanding anything to the contrary,
   Buyer will have no rights as a result of this Agreement to
   any assets of ENA or its Affiliates of any kind other than
   the Contract and the rights thereunder arising on and after
   the Closing Date, as limited;

7. Collection of Receivables.  After the Closing, ENA will be
   entitled to receive and collect all amounts due and payable
   under the Contract which are allocable or attributable to
   payment made, or payment obligations attributable to, each
   Determination Period applicable to the Contract that occurs
   prior to the Closing Date and in which the Closing Date
   occurs, and Buyer will be entitled to receive and collect all
   amounts due and payable under the Contract for payments made,
   or payment obligations attributable to, each full
   Determination Period that begins after the Closing Date.
   All amounts on account of the Contract received by one Party,
   that were entitled to be received by the other Party will be
   held in trust by the receiving Party and promptly paid to the
   Party entitled to the funds;

8. Assumed Liabilities.  At Closing, Buyer will assume and agree
   to pay, perform and discharge as and when the become due and
   payable, or are required to be performed, all Liabilities of
   ENA under the Contract arising out of or relating to
   events on and after the Closing Date; including, without
   limitation, any charges, fees, taxes, assessments, adders or
   surcharges imposed or authorized by any Governmental Entity
   on and after the Closing Date.  ENA remains responsible for
   any charges, fees, taxes, assessments, interest penalties,
   adders or surcharges imposed or authorized retroactively by
   any Governmental Entity for periods prior to the Closing
   Date.  Assumed Liabilities will exclude, without limitation,
   all accounts payable or Liabilities on account of payments
   made by, or payment obligations incurred by, ENA under the
   Contract before the Closing Date.  Buyer will not assume and
   will have no liability for any liabilities of ENA other than
   the Assumed Liabilities; and

9. Buyer's Indemnification.  From and after the Closing Date,
   Buyer will immediately indemnify and hold ENA, its affiliates
   and other Indemnified Parties, from and against any and all
   past, present and future claims, liabilities, losses, costs,
   damages and expenses, including, without limitation, court
   costs, damages and expenses, including, without limitation,
   court costs and reasonable attorney's fees and expenses
   arising out of or resulting from the Contract, Assumed
   Liabilities or any breach by Buyer of its covenants,
   representations, warranties, obligations and agreements in
   the Sale Agreement.  Buyer will reimburse ENA's Indemnified
   Parties for any legal or other expenses reasonably incurred
   by ENA's Indemnified Parties in connection with investigating
   or defending any Claim, which is the Claim of a third party
   as the expenses are incurred.

At Closing, ENA and Buyer will enter into a Bill of Sale and
Assignment and Assumption Agreement relating to the assumption
and assignment of the Contract. (Enron Bankruptcy News, Issue
No. 57; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENVOY COMMS: Reports Improved EBITDA for First Quarter 2003
-----------------------------------------------------------
Envoy Communications Group (NASDAQ: ECGI/TSX: ECG) announced
that net revenue for the first quarter of 2003, ending December
31, 2002, decreased 28% to $11.9 million from $16.6 million in
the first-quarter of fiscal 2002. Net loss per share decreased
from $.09 in 2002 to $0.03 per share in 2003. Envoy's EBITDA for
the first-quarter of 2003 was $543,451, compared to a loss of
$251,853 for the same period in 2002.

Effective October 1, 2002, in compliance with SFAS No. 142, the
Company ceased recording goodwill amortization.

Early in the first quarter of 2003, Envoy divested both of its
technology companies, Sage Information Consultants and Devlin
Applied Design. This enables Envoy to focus its resources on our
core competencies, consumer and retail branding.

Subsequent to the first Quarter, in February, 2003, Envoy closed
Hampel Stefanides, its New York advertising agency, following a
review of the ongoing financial viability and future prospects
of the agency. The slowdown in advertising spending following
September 11th in the United States, the global realignment of
some of Hampel Stefanides' largest clients and the high leasing
costs in New York City made it necessary to close the agency. At
the same time, Envoy negotiated the termination of our New York
lease commitment, totaling 18,000 feet. Envoy also terminated a
further 18,000 feet in our Q2 2002. Envoy management has also
been able to successfully dispose of 35,000 feet of office space
in Toronto in our first Quarter. The Company continues to take
steps to improve its performance in the face of a challenging
international business environment.

Envoy Communications Group (NASDAQ: ECGI/TSE:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on
Envoy visit http://www.envoy.to

                         *    *    *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The
lenders have the right to demand repayment of the outstanding
borrowings.   Additional borrowings under the facility are
subject to the approval of the lenders.  The Company is
continuing to have discussions with its lenders regarding
amendments to the terms of the facility.

"The Company is considering all of the options available to it
to finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its
bank facilities and the sale of some of its businesses. In
addition, management has made every effort to negotiate the
restructuring charges in such a way as to minimize short-term
cash requirements.

"The ability of the Company to continue as a going concern and
to realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of
its lenders and/or successful completion of the actions
discussed above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in
either Canadian dollars, U.S. dollars or U.K. pounds sterling,
provided the aggregate borrowings do not exceed $40.0 million
Canadian. Advances under the line of credit can be used for
general purposes (to a maximum of $2.0 million) and for
financing acquisitions that have been approved by the lenders.
As at June 30, 2002, approximately $9.8 million had been
borrowed under the facility, none of which was used for general
corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit
of $5.4 million compared with a working capital deficit of
$430,000 at September 30, 2001. This working capital deficiency
arises due to the fact that the borrowings under the bank credit
facility must be classified as a current liability as a result
of the Company not being in compliance with its covenant
calculations. The decrease in working capital in this period was
primarily the result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, as disclosed in Note 2 to the consolidated
financial statements, the Company issued $1.8 million in
convertible debentures. The net proceeds from the sale of the
debentures were used for general working capital purposes to
support the Company's restructuring activities."


EOTT ENERGY: Discloses Reorganized Debtors' New Board of Direc.
---------------------------------------------------------------
Pursuant to Section 1129(A)(5)(A) of the Bankruptcy Code, the
Debtors notify the Court of the identity and affiliations of the
individuals who will serve, on the Effective Date of the Plan of
Reorganization, as officers or directors of the Reorganized
Debtor, EOTT Energy LLC.  They are:

Board of Directors     Position
------------------     --------
J. Robert Chambers     Managing Director
                        Lehman Brothers, Inc.

Julie H. Edwards       Executive Vice President and CFO
                        Frontier Oil Corporation

Thomas M. Matthews     Chairman of the Board for EOTT Energy LLC
                        Former CEO of Avista Corporation

Robert E. Ogle         Managing Director
                        Huron Consulting Group

James M. Tidwell       Vice President and CFO
                        WEDGE Group Incorporated

S. Wil Von Loh         President and Managing Partner
                        Quantum Energy Partners

Daniel J. Zaloudek     Founder and CEO, IMEDIA, Inc.
                        Former President, Koch Oil Company

Executive Officers     Position
------------------     --------
Thomas M. Matthews     Chief Executive Officer
Dana Gibbs             President
Keith Kaelber          Executive Vice President and CFO
Mary Ellen Coombe      Vice President, Human Resources and Admin
Lori Maddox            Vice President & Chief Accounting Officer
Molly Sample           Vice President and General Counsel
(EOTT Energy Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Dimensional Fund Dumps Equity Stake
-------------------------------------------------------
Dimensional Fund Advisors Inc., a Delaware corporation and an
investment advisor as defined in Section 240.13d-1(b)(1)(ii)(E)
of the Securities and Exchange Act and registered under Section
203 of the Investment Advisors Act of 1940, discloses in its
February 3, 2003 filing with the Securities and Exchange
Commission that it furnishes investment advice to four
investment companies registered under the Investment Company Act
of 1940, and serves as investment manager to certain other
commingled group trusts and separate accounts.  In its role as
investment advisor or manager, Dimensional possesses voting or
investment power over Exide securities that are owned by the
Funds, and may be deemed to be the beneficial owner of Exide
shares held by the Funds.

Catherine L. Newell, Vice President and Secretary of Dimensional
Fund Advisors, reports that Dimensional Fund has ceased to be
the beneficial owner of more than 5% of Exide's common stock.
All securities reported are owned by Dimensional Fund Advisors'
advisory clients, no one of which, to Dimension Fund's
knowledge, owns more than 5% of Exide's common stock.
Dimensional Fund Advisors disclaims beneficial ownership of all
these securities. (Exide Bankruptcy News, Issue No. 18
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FAO INC: Teams Up with Saks Inc. to Sell Toys and Collectibles
--------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) has entered into letters
of intent with respect to certain business opportunities with
FAO, Inc., (NASDAQ: FAOOQ). FAO, the leading specialty seller of
toys and collectibles in the United States, operates stores
under the FAO Schwarz, The Right Start, and Zany Brainy
concepts.

The Company and FAO contemplate that they would enter into a
definitive agreement whereby FAO would operate licensed
departments selling FAO merchandise in most of Saks Department
Store Group's 245 department stores. The licensed departments
would carry FAO's high-quality, developmental and educational
products, toys, games, books, multimedia products, and candy
under FAO Schwarz(R), The Right Start(R), Zany Brainy Kids(TM),
FAO Express(TM), or FAO Schweetz(R) names. The Company and FAO
expect that implementation of the licensed department
arrangements would begin in the second half of 2003.
Additionally, the companies anticipate the placement of seasonal
Zany Brainy Kids(TM) and FAO Express(TM) shops in most SDSG
stores for the 2003 holidays.

Saks and FAO also are exploring several joint marketing
initiatives and the opportunity to jointly own and operate an
in-store and on-line electronic baby gift registry business that
would be available to their respective customers.

George Jones, President and Chief Executive Officer of Saks
Department Store Group, noted, "The names FAO Schwarz, Zany
Brainy, and The Right Start are top-of-mind when one thinks of
high-quality toys and educational and developmental products for
children. These great departments and special products will be a
wonderful addition to our stores. This partnership clearly
supports the strategic direction for SDSG by providing
distinctive and differentiated merchandise offerings to our
customers."

Jerry R. Welch, President and Chief Executive Officer of FAO,
Inc., said "We are very excited about our new relationship with
the Saks Department Store Group. George Jones and his senior
management team are leading an impressive reinvention of the
department store business, and we look forward to partnering
with them through our FAO Schwarz, Zany Brainy and The Right
Start Brands."

FAO is currently operating under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Del. Case No. 03-10119) and has filed a
proposed plan of reorganization.  A full-text copy of the
Company's plan is available at no charge at:


http://www.sec.gov/Archives/edgar/data/878720/000104746903005617/a2103152zex
-2_2.htm

David W. Levene, Esq., and Anne E. Wells, Esq., at LEVENE,
NEALE, BENDER, RANKIN & BRILL, LLP in Los Angeles are FAO's lead
counsel.

The companies have also entered into a letter of intent under
which Saks would purchase a minority share of FAO's common
equity as part of its reorganization plan and also obtain a seat
on the FAO, Inc., Board of Directors.

Specific terms of the letters of intent are not being disclosed.
The business opportunities and investment reflected in the non-
binding letters of intent are subject to various conditions,
such as financial reviews, approvals, and the negotiation of
definitive agreements.

Saks Incorporated currently operates its Saks Department Store
Group (SDSG) which consists of 245 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store. The Company
also operates Saks Fifth Avenue Enterprises (SFAE), which
consists of 61 Saks Fifth Avenue stores and 52 Off 5th stores.

FAO, Inc., owns a family of high quality, developmental,
educational and care brands for infants, toddlers, and children
and is a leader in children's specialty retailing. FAO, Inc.
owns and operates the renowned children's toy retailer FAO
Schwarz; The Right Start, the leading specialty retailer of
developmental, educational and care products for infants and
toddlers; and Zany Brainy, the leading retailer of development
toys and educational products for kids.


FIRST CONSUMERS: Fitch Hatchets Two Floating-Rate Notes to BB+
--------------------------------------------------------------
Fitch Ratings downgrades First Consumers Credit Card Master Note
Trust, Series 2001-A class A, class B, and class C notes as
indicated below.

-- $463,000,000 Class A Floating Rate Asset Backed Notes to 'A'
   from 'AA-';

-- $63,000,000 Class B Floating Rate Asset Backed Notes to 'BB+'
   from 'BBB+';

-- $36,000,000 Class C Floating Rate Asset Backed Notes to 'BB+'
   from 'BBB'.

All ratings remain on Rating Watch Negative.

The actions are prompted by the continued deterioration of
master trust performance variables, which has resulted in
negative excess spread for the past two months and will likely
cause an early amortization of the series 2001-A transaction
next month, as well as the likely liquidation of First Consumers
National Bank and its bankcard segment as required under an
Office of the Comptroller of the Currency approved disposition
plan. The disposition plan calls for the sale or liquidation of
the bankcard portfolio by April 30, 2003.

While FCNB has actively sought to sell its bankcard portfolio,
such attempts have proven unsuccessful thus far. As such, with
the April 30, 2003 deadline looming Fitch believes the
liquidation of the portfolio as part of the liquidation of FCNB
in its entirety has become the most realistic scenario. Prior to
that occurrence, Fitch expects the OCC will mandate that FCNB
take actions to ensure an orderly liquidation process.
Consistent with this expectation, on February 18, 2003, FCNB
notified the trustee, Bank of New York, that as per the
direction of the OCC that it sought to (a) be replaced with a
successor servicer or (b) resign as servicer under the Pooling
and Servicing Agreement and Transfer and Servicing Agreement.
BONY will assume servicing responsibilities over the interim or
until a successor servicer is appointed. Fitch believes the OCC
will require FCNB to take other actions in weeks to come in
preparation for the bankcard portfolio liquidation including
ceasing originations and eventually closing down the 'open-to-
buy' on outstanding accounts.

While losses have stabilized in recent months, albeit at higher
levels, excess spread has been negative in each of the past two
periods due largely to a sharp decline in reported yield. A key
factor behind this performance has been attrition of higher
yielding accounts. Due to the portfolios higher loss
characteristics and increasing pressure on yield, Fitch expects
series 2001-A to breach its three month average excess spread
trigger next month and enter into early amortization. As such,
the rating actions noted above reflect stresses to the key trust
performance variables - losses, MPR, and yield - as well as a
full purchase rate stress due to FCNB's credit profile and the
expected bankcard segment liquidation.

Ratings assigned to Spiegel Credit Card Master Note Trust series
2000-A class A 'AAA' and series 2001-A class A 'AAA' are not
affected by this action as they are based upon the claims paying
ability of MBIA, Inc.

Fitch previously downgraded the ratings on series 2001-A on
May 8, 2002 and they have remained on Rating Watch Negative
since that date.


GEMSTAR-TV GUIDE: Annual Shareholders' Meeting Slated for May 20
----------------------------------------------------------------
Gemstar-TV Guide International, Inc.'s (NASDAQ: GMSTE) annual
meeting of shareholders will be held on May 20, 2003 at 2:00 pm
in New York, New York.

The Company has also announced that the Board of Directors has
fixed the close of business on April 21, 2003 as the record date
for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting. The deadline by which any
shareholder proposals must be submitted in order to be included
in the proxy statement for the Annual Meeting will be March 3,
2003. The date after which notice of a shareholder proposal
submitted outside the processes of Rule 14a-8 will be considered
untimely under the Company's bylaws will be March 14, 2003. All
shareholder proposals must otherwise be properly submitted to
the Company at its office located at 135 North Los Robles
Avenue, Suite 800, Pasadena, CA 91101, Attention: General
Counsel.

Gemstar-TV Guide International, Inc., is a leading media and
technology company focused on consumer television guidance and
home entertainment. The Company's businesses include: television
media and publishing properties; interactive program guide
services and products; and technology and intellectual property
licensing. Additional information about the Company can be found
at http://www.gemstartvguide.com

                           *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit and bank loan ratings on
Gemstar-TV Guide International Inc., to double-'B' from double-
'B'-plus.

Standard & Poor's said that all of the ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2002.


GERDAU AMERISTEEL: S&P Affirms BB- Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on steel
producer Gerdau Ameristeel Corp., to stable from negative.
Standard & Poor's said that it also affirmed its 'BB-' corporate
credit rating on the company.

"The outlook revision reflects Standard & Poor's assessment that
the growth strategy and financial policy of the company's
parent, Gerdau S.A., which has a 67% interest, should not
adversely affect Gerdau Ameristeel's financial and business
profile," said Standard & Poor's credit analyst Dominick
D'Ascoli. "Standard & Poor's had been concerned about the
potential of Gerdau S.A. to leverage up Gerdau Ameristeel to
support its growth in North America."

Standard & Poor's said that its ratings on Gerdau Ameristeel
reflects the company's fair business position as a producer in
the highly competitive, rebar, structural shapes, and merchant
bar, rod, flat rolled and fabricated steel markets.


GLIMCHER REALTY: Completes Financing for Community Center Asset
---------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, has completed mortgage financing for its Artesian
Square community center, in Martinsville, IN. The new debt
consists of a $5.0 million mortgage maturing on March 5, 2005
that bears interest at a rate of LIBOR plus 1.95% resulting
in an initial interest rate of 3.29%.  Proceeds were used to
repay borrowings under the Company's line of credit.

Artesian Square is a strong asset with favorable demographics in
a growing area less than one hour from downtown Indianapolis.
Glimcher acquired this approximately 196,000 square foot Wal-
Mart and Kroger anchored community center in 1996.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by
Standard & Poor's at BB and B, respectively -- is a recognized
leader in the ownership, management, acquisition and development
of enclosed regional and super-regional malls, and community
shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is
a component of both the Russell 2000(R) Index, representing
small cap stocks, and the Russell 3000(R) Index, representing
the broader market. Visit Glimcher at http://www.glimcher.com


GLOBAL CROSSING: Court Clears Telcordia Settlement Agreement
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of a Settlement Agreement, which resolves the
claims disputes with Telcordia Technologies Inc.

The salient terms of the Settlement Agreement are:

  A. Payment by the Debtors: The Settlement Agreement provides
     these aggregate payments to be made by Global Crossing
     North America, Inc. to Telcordia under all of the operative
     Agreements:

     -- $1,920,000, paid within 10 days of approval of the
        Settlement Agreement, to the extent due at that time,
        in the ordinary course of business to the extent payment
        obligations arose after the execution of the Settlement
        Agreement, as total payment for products and services
        provided by Telcordia to the Debtors in 2002 under the
        Agreements;

     -- $1,992,946, payable in the ordinary course of business,
        for products and services to be provided to the Debtors
        under the Exchange Link Agreement in 2003;

     -- $1,700,000, payable in the ordinary course of business,
        for products and services to be provided to the Debtors
        under the Exchange Link Agreement in 2004; and

     -- $708,331, payable in the ordinary course of business,
        for products and services to be provided to the Debtors
        under the Exchange Link Agreement in 2005.

  B. Allowed General Unsecured Claim: Telcordia will have an
     allowed general unsecured claim in the Debtors' Chapter 11
     cases in an aggregate amount not to exceed $613,036.

  C. Modification, Restatement, and Assumption of Certain
     Agreements: Effective as of January 17, 2003, certain terms
     of the Exchange Link Agreement are amended, including the
     pricing for products and services to be provided to the
     Debtors.  In addition, the Debtors agree to assume both of
     these agreements after the effective date of the Plan.

  D. Execution of LERG/TPM Agreement: Contemporaneously with the
     execution of the Settlement Agreement, Telcordia and the
     Debtors entered into the LERG/TPM Product Agreement,
     whereby Telcordia agreed to provide the Debtors with
     services critical to their Network.

  E. Rejection of the Common Language Agreement: The Debtors
     will reject the Common Language Agreement effective as of
     May 1, 2002.

  F. Releases: Pursuant to the Settlement Agreement, the Debtors
     and Telcordia each agree to fully and finally release,
     acquit, and forever discharge the other from any and all
     claims, avoidance claims, demands, obligations, actions,
     causes of action, rights or damages under any legal theory,
     from the beginning of time until January 17, 2003, other
     than claims arising under any warranties contained in the
     Agreements or applicable law; provided, however, that:

     -- the releases are limited to the matters relating to the
        Agreements occurring on or before January 17, 2003; and

     -- the releases do not affect obligations contained in the
        Settlement Agreement or that survive the Settlement
        Agreement.

As previously reported, Telcordia Technologies, Inc. and certain
of its affiliates and subsidiaries provide software products and
services to Global Crossing Ltd., and its debtor-affiliates.
Some of these agreements, namely the LERG, LARG and TPM
Agreements, expired by their own terms during the GX Debtors'
Chapter 11 cases.  Another agreement, the Exchange Link
Agreement, contained payment terms, which the GX Debtors believe
exceeded the current price for these services in the
marketplace.  Still another, the Common Language Agreement,
obligated the GX Debtors to purchase services that they no
longer require for the continued operation of their network.

On May 31, 2002, Telcordia filed a Request for Payment of
Administrative Expenses seeking over $1,674,972.11 for
postpetition services purportedly provided to the GX Debtors.
The GX Debtors contested certain of these charges, particularly
those charges that related to annual fees under the Common
Language Agreement, which they intended to reject.  To continue
to receive services from Telcordia and preserve the business
relationship between the parties, the GX Debtors and Telcordia
entered into negotiations to resolve all claims and other issues
related to Telcordia's provision of services to the GX Debtors.

After extensive arm's-length negotiations, the parties agreed to
a settlement, which provides for the modification, restatement,
and assumption by the Debtors of certain Agreements, and the
rejection of the Common Language Agreement.  In addition, the
Settlement caps Telcordia's claims and reduces the Debtors'
future payment obligations under the Agreements.  Finally, the
Settlement ensures the continued provision of services by
Telcordia to the Debtors. (Global Crossing Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


HILITE INT'L: S&P Assigns BB- Credit Rating with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to transmission and engine component supplier
Hilite International Inc. At the same time, Standard & Poor's
assigned its 'BB-' rating to the company's proposed $235 million
senior secured credit facilities comprised of a $50 million
five-year revolver and a $185 million term loan tranche B.
Proceeds from the credit facility and term loan are to be used
to refinance all of the company's existing domestic
and European credit facilities and all of the existing
subordinated notes.

The outlook is stable.

"The corporate credit rating on Hilite reflects the company's
below-average business profile and its aggressive financial
position," said Standard & Poor's credit analyst Nancy C.
Messer.

Cleveland, Ohio-based Hilite is a Tier II (smaller) supplier of
transmission and engine components, including electronic valves,
to automotive original equipment manufacturers and Tier I auto
suppliers, with the majority of sales in the U.S. or Germany.
The company occupies a niche position in the highly fragmented
engineered automotive components business; the company's
competitors are typically Tier I (large) suppliers for whom
valve technology is not a core focus. Since mid-1999, when the
current management team acquired Hilite, the company has
completed four acquisitions in three countries, expanding sales
to $376 million for the year ended Dec. 31, 2002, from $90
million in 1999.

Hilite's below-average business position reflects a highly
competitive and cyclical automotive market and a relatively
narrow product line. Also, as is typical of automotive industry
suppliers, Hilite's customer base lacks diversity, with the top
four customers providing more than 50% of revenues for the year
ended Dec. 31, 2002, and the top five automobile models
accounting for about 30% of total sales. The company has modest
geographic diversity, with the vast majority of Hilite's net
revenue (78% for 2002) generated in the U.S. and Germany. Hilite
is exposed to potentially volatile raw material prices, although
this exposure is diversified among steel, plastic, and aluminum.
These negative factors are mitigated by the highly engineered
nature of Hilite's products, which have a long life cycle
(relative to products designed for the interior or exterior of
the vehicle) and provide Hilite with the opportunity to earn a
return on invested capital higher than would be likely for a
commodity product. In addition, growth potential for Hilite's
products is underpinned in the U.S. by regulations supporting
continued emissions reductions and improved fuel efficiency and
in Europe by the growing acceptance of automatic, in lieu of
manual, transmissions.

Downside rating risk is mitigated by Standard & Poor's
expectation that the company will pursue a disciplined growth
strategy and continue to generate free cash flow after capital
expenditures for the foreseeable future. Upside rating potential
is limited by the cyclical and competitive characteristics of
Hilite's operating environment, the company's limited
performance record in its current configuration, and the
narrowness of the company's product line.


HORSEHEAD: Court Stretches Lease Decision Period Until May 16
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Horsehead Industries, Inc., and its debtor-
affiliates obtained an extension of their lease decision period.
The Court gives the Debtors until May 16, 2003, to determine
whether their best option is to assume, assume and assign, or
reject their unexpired nonresidential real property leases and
executory contracts.

Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
with its subsidiaries, is the largest zinc producer in the
United States.  The Company filed for chapter 11 protection on
August 19, 2002 (Bankr. S.D.N.Y. Case No. 02-14024). Laurence
May, Esq., at Angel & Frankel, P.C., represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $215,579,000 in total
assets and $231,152,000 in total debts.


IPCS INC: Sues Sprint Corporation for Breach of Agreements
----------------------------------------------------------
iPCS Inc., the Sprint PCS affiliate that owns and operates the
Sprint PCS network in four Midwestern states and serves more
than 235,000 customers, has filed an action against Sprint
Corporation alleging that Sprint has breached its agreements
with iPCS causing iPCS severe financial damage.

Sprint's violation of these agreements has significantly
contributed to the severe financial condition of iPCS, which has
led it to be in breach of its own creditor agreements.
Consequently, iPCS has voluntarily filed for protection under
Chapter 11 in Federal Bankruptcy Court for the Northern District
of Georgia. The lawsuit against Sprint Corporation is a core
adversary proceeding in the Chapter 11 filing.

"Sprint has forced iPCS into this position by abusing the power
it holds over us as an affiliate," said Tim Yager, iPCS' chief
restructuring officer. "Sprint has taken advantage of its
position to force us to bear the brunt of a weak economy and a
declining wireless industry, which is putting its national
network at risk. This is a problem of tremendous scope that
cannot be ignored."

According to the iPCS complaint, Sprint:

     -- Failed to properly calculate and pay monies owed iPCS.
Sprint's erroneous or improper reconciliation practices have
caused payments due iPCS to be improperly withheld by Sprint.

     -- Sprint has also breached its duties of good faith and
fair dealing and abused its discretion in dealing with iPCS,
causing damage to iPCS and its creditors. Sprint has failed to
pay iPCS all amounts due iPCS under the parties' agreements,
causing iPCS financial damage.

     -- Sprint has consistently breached certain agreements
between the parties, causing damage to iPCS and its creditors.
Sprint unilaterally made changes to the basic business
agreements between the two companies, thus drastically reducing
the rates paid iPCS and severely impacting iPCS' cash flow.

The action filed by iPCS highlights numerous examples of how
Sprint has repeatedly violated its Management Agreement and
Services Agreement with iPCS. "As a result of these various
breaches, iPCS has suffered direct damages so severe that it is
not possible for the company to remain financially viable
without a significant restructuring and reorganization," the
complaint states.

Prior to the bankruptcy filing, and as a result of Sprint's
breach of the Management Agreement, iPCS declared an event of
termination and exercised its right to demand that Sprint buy
iPCS for 88 percent of its entire business value. Sprint has not
responded to iPCS' demand.

iPCS has asked the bankruptcy court to make Sprint perform in
accordance with the "put" provision.

iPCS' action, among other things, also asks the bankruptcy
court:

     -- To force Sprint to pay to iPCS all current and future
        moneys owed to iPCS.

     -- To order an accounting of all revenues, fees, charges,
        accounts and transactions administered and effected by
        Sprint PCS since 1999 and requiring that Sprint turn
        over to iPCS any amounts determined to be due and owing.

     -- To award damages to iPCS in amounts to be determined and
        proven at trial.

iPCS also submitted First Day Motions to the bankruptcy court
that will permit the company to continue operating its network
and serving its customers in 37 markets in parts of Illinois,
Michigan, Iowa and Nebraska. With the bankruptcy court's
protection iPCS expects to have adequate liquidity moving
forward.

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

As an unrestricted subsidiary, iPCS is a separate corporate
entity from AirGate with its own independent financing sources,
debt obligations and sources of revenue. Furthermore, iPCS
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate, and AirGate cannot provide
capital or other financial support to iPCS.


JLG INDUSTRIES: Posts Improved Second Quarter Operating Results
---------------------------------------------------------------
JLG Industries, Inc., (NYSE: JLG) announced results for its
fiscal 2003-second quarter ended January 2003 with consolidated
revenues of $151 million compared to prior year revenues of $156
million. Net income increased to $4.2 million from $1.3 million
last year reflecting favorable currency adjustments and the
results of operational improvements. Year-to-date, revenues are
$312 million, basically equal to $313 million for the prior year
period. Net income for the first six months of the fiscal year
is $4.6 million compared to $3.7 million before the cumulative
effect of change in accounting principle for the first six
months of the prior fiscal year.

"Our operational excellence initiative has been put to the test
over the last two years of prolonged recession in the capital
goods segment," stated Bill Lasky, Chairman of the Board,
President and Chief Executive Officer. "Yet, during our
seasonally weakest quarter, we are pleased to report good
operational results and, due partially to the effects of
favorable currency adjustments of $7.6 million pre-tax,
continued profitability. Revenues were comparable with last
year's level and operating profit margins, improved year-over-
year as we continued to hold selling and administrative expenses
in line with year ago levels. Despite the current challenging
economic environment and reduced capital spending by large
rental companies, the exit of many smaller competitors over the
last couple of years has resulted in a more stable, albeit
competitive, pricing environment for new machines.

"As we told you one year ago, our near-term objectives were to
optimize our manufacturing capacity and to reduce our reliance
on vertical integration. Our most recent actions to streamline
operations and reduce our cost structure represent this phase of
our strategic plan. As an example, as announced in January, the
production from our Bedford assembly facility is being absorbed
into existing assembly lines in our Shippensburg facility
without any additional assembly space, yet without sacrificing
long-term capacity. Over the longer term, we expect margins to
continue to benefit from these realignment actions."

Total revenues for the second quarter were $151 million,
slightly below last year's $156 million for the quarter. As
expected, reduced sales of new aerial work platforms and
excavators were offset in part by increased revenues from
service and support activities, financial products and
telehandlers. Worldwide revenues for new aerial work platforms
were $79.6 million, 11 percent lower quarter-over-quarter,
primarily due to continued economic pressures in North America
and Europe offset in part by stronger sales in Australia.
Telehandler revenues increased four percent from the prior year
to $19.4 million reflecting share gains from new products in
both North America and Europe. Excavator revenues were $10.5
million, sequentially almost 87 percent higher than the first
quarter, but still 28 percent lower than the year-ago quarter
due to ongoing softness in the U.S. construction market and
reduced state and municipal budgets. Revenue from after-sales
service increased 24 percent year-on-year to $34.4 million. This
reflects the aging of our customers' fleets and the resulting
demand for service parts, reconditioning services and a mix of
remanufactured aerial platforms along with new machine purchases
to maximize the efficiency of capital spending.

On a year-to-date basis, revenues were $312 million reflecting
trends similar to the quarterly results. Global aerial work
platform revenues were $170.9 million, down 11 percent from the
prior-year period. Telehandler revenues at $47 million, improved
44 percent compared to year-ago levels. Excavator revenues were
$16.1 million, a 41 percent decrease from the previous year
level. After-sales service and support revenue was $64.3
million, up 32 percent from last year. For the first six months,
total revenues reflected lower European revenues, which were
partly offset by higher U.S. and Australian revenues. Business
Overview - JLG Equipment Operations with Access Financial
Solutions on an Equity Basis

Excluding the deferred profit of $1.4 million from a sale-
leaseback transaction of the rental fleet in the prior year
second quarter, manufacturing profit in the second quarter
improved to 14.5 percent from 13.1 percent. Contributing to the
improvement was a more profitable product mix mainly as a result
of new product introductions and from favorable foreign exchange
rates.

As a percent of revenues, selling, administrative and product
development expenses were 13.4 percent compared with 12.1
percent quarter-over-quarter mainly resulting from an increase
in bad debt reserves of $1.6 million. Restructuring and
restructuring-related expenses of $1.3 million represent the
first of $5.9 million ($9.4 million including capital) in
charges to temporarily idle the Bedford facility and realign the
organization. Additional charges of $3.3 million and $1.3
million are forecasted in the third and fourth quarters,
respectively.

The increase in "miscellaneous, net" reflects $7.6 million in
favorable currency adjustments. During the quarter, the dollar
moved from $0.97 per Euro to $1.08, an increase of 11 percent.
The dollar is expected to remain comparatively stable at the
current exchange ratios over the next two quarters and
therefore, we do not anticipate this favourable adjustment will
be repeated. The Company's major currency exposures are to the
Euro, British Pound and Australian Dollar.

Excluding the prior year to date deferred profit of $2.9 million
on the previously discussed sale-leaseback transaction on the
rental fleet, year-to-date manufacturing profit margins were
15.2 percent versus 14.8 percent in the prior year period.
Business Overview - Access Financial Solutions Operations

Access Financial Solutions, JLG's financial services subsidiary,
continues to contribute solidly to the overall profitability of
JLG. Revenues totaled $5.1 million, a 47 percent increase from
the year-ago quarter principally due to income received on
pledged finance receivables and passed on to syndication
purchasers in the form of interest expense on limited recourse
debt. For the first six months, AFS revenues were $9.7 million,
up 36 percent from the prior year level.

The non-monetized finance receivable portfolio at quarter end
was $79.5 million, a decrease of 43 percent from last year's
$138.6 million reflecting reduced originations and continuing
monetization activity. Monetization transactions completed
during the second quarter totalled $39.1 million, with
additional activities on track for completion in subsequent
quarters. Administrative and other expenses decreased year-over-
year reflecting decreased charges to bad debt reserves arising
from the lower origination activity and the reduced non-
monetized portfolio exposure. Delinquency rates in the portfolio
remain well below industry benchmarks. Business Overview -
Consolidated Balance Sheet

Trade working capital, at $309 million, was $53 million higher
than a year ago, and $27 million higher on a sequential quarter
basis. Accounts receivable days sales outstanding increased by
29 days year-on-year and by 6 days on a sequential quarter basis
due to a higher proportion of receivables being generated from
international regions and the completion of some domestic
transactions that included extended terms.

Inventories were $9 million lower on a sequential quarter basis,
but were $3 million above fiscal 2002 year-end levels resulting
in annualized inventory turns of 3.3 versus 2.9 for the year-ago
period. Global work-in-process inventory turns for aerial work
platforms and telehandlers improved to 51.8 from 50.8 in the
same period last year. Sequentially, domestic finished goods and
used equipment inventories decreased in the second quarter while
International finished goods increased due to lower than
forecasted sales volume. Raw materials and work-in-process
decreased slightly reflecting the completion of the telehandler
assembly move from Ohio to McConnellsburg. Trade accounts
payable of $70 million decreased by $26 million sequentially and
$59 million from year-end reflecting timing of payments at
quarter-ends and decreased production levels. Days payable
outstanding at 36 days was up slightly from the year-ago quarter
level, and down 31 days from the end of fiscal 2002 reflecting
the seasonal trend of decreased purchases.

                    Off-Balance Sheet Financing

The Company continues to include off-balance sheet financing as
part of its net debt calculation. Off balance sheet debt
includes a sale-leaseback transaction of the rental fleet
completed in fiscal 2001 and certain equipment leases primarily
covering the Shippensburg, Pennsylvania facility. The debt-to-
total capitalization ratio, including the effect of the goodwill
write-off, is 53 percent compared to 56 percent for last year's
second quarter-end and 46 percent at fiscal 2002 year-end.
During the quarter inventory reserves were increased $3.0
million, bad debt reserves increased $1.7 million, offset in
part by a reversal of profit sharing similar to actions last
year.

"As the industry leader, JLG continues to maintain a disciplined
approach to pricing and financing," commented Jim Woodward,
Executive Vice President and Chief Financial Officer.
"Originations of vendor financing through Access Financial
Solutions and our total customer credit exposure, including AFS
and open accounts, have actually declined year-over-year. The
AFS portfolio is less concentrated and we continue to be
successful in monetization activities by strategically utilizing
a diversified group of funding sources. While our customer
delinquency rate remains below industry benchmarks, Europe
continues to be more severely credit challenged than the
domestic customer base." Outlook

Commenting on the outlook, Woodward continued, "Although forward
visibility is problematic, there continue to be positive signs.
According to a recent study by CIT Equipment Rental and Finance,
North American contractors surveyed expect construction activity
to increase by roughly one-third and bidding activity to
increase by more than 40 percent from year-ago levels. Closer to
home, ten percent of the contractors surveyed expect to purchase
an aerial work platform in 2003 versus one percent in the 2002
survey. Yengst & Associates, an industry market research and
consulting firm, predicts that North American shipments of
aerial work platforms and telehandlers will improve by 15% and
9% respectively in calendar 2003. Yengst bases this forecast on
the continued 'graying' of the fleet and building need for
refreshment. Supporting this position, according to industry
sources, the projected 2003 capital expenditure plans of the top
ten domestic rental companies is increasing 16 percent to $1.4
billion from $1.2 billion with increases offsetting some of the
more publicized decreases.

"However, challenges remain and we continue to emphasize that
fleet refreshment depends on three factors both in North America
and Europe; positive indications of stronger non-residential
construction, a healthy used equipment market, and available
customer credit. While the economic recovery remains uncertain,
we continue to focus on reducing fixed costs and increasing
revenues through our unique growth opportunities, which include
increased service parts and used equipment sales, additional
market share gains from new telehandler products, and expanding
applications for aerial work platforms and accessories. We
expect JLG sales for the balance of the year to remain
comparable with year ago levels, roughly $800 million with
earnings per share in the 37 to 40 cent range for the full
year."

"In the short-term, the market is indeed characterized by
uncertainty due to the prevailing economic and geopolitical
conditions, but we remain optimistic in the longer term," said
Bill Lasky. "Throughout the recession, JLG has remained
profitable and focused on generating free cash flow and reducing
working capital and expenses. Despite these short-term
challenges, we have not sacrificed our future and continue to
introduce the industry's most innovative and technically
advanced products. As always, JLG remains committed to the total
life cycle of its products and continues to gain market share as
the global premium-priced leader."

JLG Industries, Inc., is the world's leading producer of mobile
aerial work platforms and a leading producer of telehandlers and
telescopic hydraulic excavators marketed under the JLG(R) and
Gradall(R) trademarks. Sales are made principally to rental
companies and distributors that rent and sell the Company's
products to a diverse customer base, which include users in the
industrial, commercial, institutional and construction markets.
JLG's manufacturing facilities are located in the United States
and Belgium, with sales and service locations on six continents.
For more information, visit http://www.jlg.com

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's lowered its corporate credit rating
on JLG Industries Inc., to 'BB' from 'BBB-'. At the same time,
the rating on JLG's $250 million senior bank credit facility was
lowered to 'BB' from 'BBB-' and the rating on JLG's $175 million
senior subordinated notes was lowered to 'B+' from 'BB+'. All
ratings on the company were removed from CreditWatch, where they
were placed Sept. 26, 2002. The outlook is now negative.

"The downgrades reflect Standard & Poor's concern over limited
prospects for a significant turnaround in the company's end
markets over the near term and resulting reduced credit measures
compared to previous expectations," said Standard & Poor's
credit analyst Nancy Messer. Although JLG remains profitable,
its financial results have deteriorated materially from levels
achieved before the recent economic downturn due to a continuing
difficult economic environment that has depressed the
nonresidential construction and industrial markets, aggravated
excess capacity in the industry, pressured prices in the used
equipment market, and prompted a credit crunch for some of JLG's
customers. Hagerstown, Maryland-based JLG is a construction
equipment manufacturer with a total debt of about $254 million
at Oct. 31, 2002, excluding nonrecourse debt.

The ratings reflect Standard & Poor's assessment that the
company's overall business position is below average.


JLG INDUSTRIES: Board Declares Regular Quarterly Dividend
---------------------------------------------------------
The Board of Directors of JLG Industries, Inc., (NYSE:JLG)
declared its regular, quarterly cash dividend of $.005 per
common share.

The dividend is payable on April 1, 2003 to shareholders of
record March 14, 2003.

JLG Industries, Inc., is the world's leading producer of mobile
aerial work platforms and a leading producer of telehandlers and
telescopic hydraulic excavators marketed under the JLG(R) and
Gradall(R) trademarks. Sales are made principally to rental
companies and distributors that rent and sell the Company's
products to a diverse customer base, which include users in the
industrial, commercial, institutional and construction markets.
JLG's manufacturing facilities are located in the United States
and Belgium, with sales and service locations on six continents.
For more information, visit http://www.jlg.com


KENTUCKY ELECTRIC: Taps Bryan Cave as Special Regulatory Counsel
----------------------------------------------------------------
Kentucky Electric Steel, Inc., asks for approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Bryan Cave LLP as special counsel to represent the Debtor on
regulatory matters and on matters directly adverse to entities
that are clients of the Debtor's bankruptcy counsel, Frost Brown
Todd LLC, in matters unrelated to the Company's chapter 11
cases.

The Debtor relates that Bryan Cave has represented the Company
on regulatory matters since 1993.  Bryan Cave has extensive and
thorough knowledge of the Debtor's history and the Debtor's
business operations.  The Debtor desires to retain Bryan Cave to
continue in its capacity as regulatory counsel in this pending
chapter 11 case.  The Debtor believes that Bryan Cave will be
critical to addressing the myriad regulatory issues that may
arise during the course of this chapter 11 case.

The Bryan Cave professionals currently expected to provide
services to the Debtor are:

     Attorney                   Position      Billing Rate
     --------                   --------      ------------
     William F. Seabaugh        Partner       $400 per hour
     Robert J. Endicott         Partner       $275 per hour
     John G. Shively            Associate     $185 per hour
     Renee Hofen                Associate     $225 per hour
     Christopher J. Lawhorn     Associate     $260 per hour

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: Hires Kasowitz Benson as Bankruptcy Co-Counsel
---------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Kasowitz, Benson, Torres & Friedman LLP as
their Co-Counsel.

Kasowitz Benson will:

     a) render assistance and advice, and represent the Debtors
        with respect to the administration of these cases and
        oversight of the Debtors' affairs, including all issues
        arising from or impacting the Debtors or these chapter
        11 cases;

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

     c) assist the Debtors in maximizing the value of their
        assets for the benefit of all creditors;

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

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

     f) appear in Court and representing the interests of the
        Debtors; and

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

The Debtors will pay Kasowitz Benson's for legal work at their
current standard hourly rates:

          David M. Friedman      $725 per hour
          Robert M. Novick       $475 per hour
          Lisa G. Laukitis       $325 per hour
          Michelle L. Fivel      $275 per hour

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.


KNITWORK PRODUCTIONS: Case Summary & Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Knitwork Productions Corp.
        1411 Broadway
        Suite 600
        New York, NY 10018
        aka American Attitudes
        aka Say What

Bankruptcy Case No.: 03-11040

Type of Business: private label, sweater manufacturer

Chapter 11 Petition Date: February 24, 2003

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Burton S. Weston, Esq.
                  Garfunkel, Wild & Travis, P.C.
                  111 Great Neck Road - 5th Floor
                  Great Neck, NY 11021
                  Tel: (516) 393-2588
                  Fax : (516) 466-5964

Estimated Assets: $10 to $50 Million

Estimated Debts: $10 to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Southern Industries, Inc.                             $744,790
1745 Williamsbridge Road
Bronx, NY 10461

National Spinning Corp.                               $496,378
111 W. 40th Street
New York, NY 10018

LJF Imports, Inc.                                     $400,346
1410 Broadway
New York, NY 10018

Spola Fibers Int'l, Inc.                              $372,346
90 Dayton Avenue
Passaic, NJ 07055

Fashion Dye Works, Inc.                               $371,404
1633 Center Street
Ridgewood, NY 11385

Amital Spinning Corp.                                 $297,896
197 Basch Blvd.
New Bera, NCV 28562

Eastwood Yarn Corp.                                   $282,866
425 Northern Blvd.
Great Neck, NY 11021

Les Filatures Ormspun, Inc.                           $255,439
PO Box 7777
Philadelphia, PA 19175

Spectrum Dyed Yarns                                   $235,535

Spectrum Dyed Yarns, Inc.                             $232,053

R.L. Stowe Mills, Inc.                                $149,945

Amital Spinning Corp.                                 $146,382

IFS (N.Y.) Inc.                                       $133,863

Compudye, Inc.                                        $132,909

Yarn Trading Corp.                                    $124,004

EDPA USA, Inc.                                        $115,941

EDPA USA, Inc.                                        $108,498

Bryant Yarn                                           $103,431

The CIT Group/EF                                      $103,381

Fintex                                                $102,123


LTV CORP: Asks Court to Quash In-House Attorney Subpoenas
---------------------------------------------------------
The LTV Corporation and its debtor-affiliates ask Judge Bodoh to
quash a subpoena directed to LTV Steel's lawyers by C&K
Industrial Service and Enviroserve JV in connection with the
Winddown Motion.  The persons subpoenaed are the Debtor's in-
house counsel, N. David Bleisch, Esq., and Kay Woods, Esq.
While these attorneys will attend any hearing on the Winddown
Motion, they do not intend to testify.  Instead, LTV Steel will
present testimony by its CEO, Glenn J. Moran.

LTV Steel complains that the subpoenas do not even hint as to
why the testimony of subpoenaed counsel is necessary or even
relevant, and also complain of the notice period, saying the
parties are "blatantly harassing" the subpoenaed counsel who are
attempting to prepare for an important, adversarial hearing.
Further, C&K and Enviroserve are ignoring "the sound policy
against calling counsel to testify without justification."  The
subpoenas should be quashed. (LTV Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1) are trading
at less than a penny on the dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


MAXXIM MEDICAL: S&P Withdraws D Corporate Credit & Debt Ratings
---------------------------------------------------------------
Standard & Poor's withdrew its 'D' corporate credit, senior
secured bank loan, and subordinated debt ratings on Maxxim
Medical Group Inc. These ratings had been lowered to 'D' after
Maxxim filed for Chapter 11 bankruptcy protection from creditors
on February 11, 2003.

The ratings withdrawal reflects the limited market interest and
information on the company. Waltham, Massachusetts-based Maxxim
is a supplier of custom-procedure trays, non-latex examination
gloves, and other single-use medical products.


METALS USA: Appoints C. Lourenco Goncalves as President and CEO
---------------------------------------------------------------
Metals USA, Inc., a leading metals distributor and processor
headquartered in Houston, announced that its Board of Directors
has named C. Lourenco Goncalves as President and Chief Executive
Officer effective February 24, 2003.

Mr. Goncalves, age 45, most recently served as President and
Chief Executive Officer of California Steel Industries, Inc., a
position he held since 1998. Prior to CSI, he held various
management positions at Companhia Siderurgica Nacional, the
largest steel producer in Brazil. Mr. Goncalves is a
metallurgical engineer with a master's degree from the Federal
University of Minas Gerais State and a bachelor's degree from
the Military Institute of Engineering in Rio de Janeiro, Brazil.

Pursuant to and consistent with the Company's Plan of
Reorganization and Bylaws, Mr. Goncalves has also been elected
to the Board of Directors, filling the seventh and final board
position. Daniel W. Dienst remains as Chairman of the Board.

Mr. Dienst stated, "We are extremely pleased to welcome
Lourenco to Metals USA and look forward to benefiting from his
broad experience in the steel industry. His excellent track
record at California Steel Industries speaks for itself. That
Metals USA was able to attract a steel industry executive of
Lourenco's caliber is a testament to the outstanding human
capital and assets of our company. We are confident that
Lourenco's arrival will further energize our company, which has
been gaining momentum since our new beginning this past
November."

Mr. Goncalves said, "I am elated at the prospects at Metals
USA. The same opportunities I found five years ago at California
Steel are present here. With the right attitude, and a clear
focus on safety and profitability understood and shared by all
members of the Metals USA team, I have no doubt we can
accomplish the same high level of performance seen at CSI.
Working as a team, and together with our customers and
suppliers, our employees will make Metals USA a winner." (Metals
USA Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MOODY'S: Gets $16-Mill. Insurance Recovery for Incremental Costs
----------------------------------------------------------------
Moody's Corporation (NYSE: MCO) has received a $15.9 million
insurance recovery for incremental costs incurred and lost
profits related to the September 11, 2001 tragedy.

Combined with a $4 million advance payment received in 2002, the
company's total recovery related to this matter was $19.9
million. The portion of the recovery that exceeded Moody's
incremental costs incurred will be recorded as a non-recurring
gain of approximately $13.6 million, or $0.05 per diluted share,
in the first quarter of 2003.

Because this gain was not known with sufficient certainty at the
time, it was not included in Moody's previous 2003 earnings
guidance as set forth in the company's 2002 earnings release on
February 4, 2003. Excluding this gain, and before the estimated
$0.04 per share impact of expensing stock options as previously
announced, Moody's continues to expect that percent growth in
2003 diluted earnings per share will be in the low double
digits.

Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings,
research and analysis covering debt instruments and securities
in the global capital markets, and Moody's KMV, a credit risk
management technology firm serving the world's largest financial
institutions. The corporation, which employs more than 2,000
associates in 17 countries, had reported revenue of $1.0 billion
in 2002. Further information is available at
http://www.moodys.com

As previously reported, Moody's Corporation's September 30, 2002
balance sheet shows a working capital deficit of about $42
million, and a total shareholders' equity deficit of about $180
million.


NATIONAL CENTURY: Committee Signs-Up Ballard Spahr as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases involving National Century Financial
Enterprises, Inc. and its debtor-affiliates, seeks the Court's
authority to retain Ballard, Spahr, Andrews & Ingersoll, LLP,
nunc pro tunc to December 18, 2002, as counsel pursuant to Rules
2014 and 5002 of the Federal Rules of Bankruptcy Procedure and
Rule 2014-1 of the Local Rules for the Bankruptcy Courts of the
Southern District of Ohio.

Ballard Spahr is a national firm with over 400 attorneys with
offices in Baltimore, Maryland, Denver, Colorado, Philadelphia,
Pennsylvania, Salt Lake City, Utah, Voorhees, New Jersey,
Washington D.C., and Wilmington, Delaware.  The firm has highly
developed expertise in the areas of bond financing, bankruptcy,
litigation, healthcare finance, and securitization, all of which
will be crucial in these bankruptcy cases.

Committee Chairman Steven P. Rofsky tells the Court that Ballard
Spahr is expected to:

  (a) advise the Committee with respect to its rights, powers
      and duties in these cases;

  (b) assist and advise the Committee in its consultations with
      Debtors relative to the administration of these cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities, and financial condition and the
      operation of the Debtors' businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to the terms of a plan or plans of reorganization
      for the Debtors;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

  (g) represent the Committee at all hearings and other
      proceedings;

  (h) review and analyze all applications, orders, statements
      of operations, and schedules filed with the Court and
      advise the Committee as to their proprietary;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the Committee's interests in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Code.

Nancy V. Alquist, Esq., a partner at Ballard Spahr Andrews &
Ingersoll, assures the Court that Ballard Spahr does not
represent and does not hold any interest adverse to the Debtors'
cases or their creditors in the matters on which Ballard Spahr
is to be engaged.  However, Ms. Alquist discloses, Ballard Spahr
has represented ING Capital Markets, LLC and Pacific Investment
Management Co., LLC in investment transactions and corporate law
matters unrelated to the present case.  Also, from 1990 to 1997,
Patrick D. Sweeney, a partner at Ballard Spahr, represented
Ambac in insolvency matters involving municipal bond investments
in his capacity as senior investment counsel at Merrill Lynch
Asset Management.  To date, Ballard Spahr has not undertaken any
individual representations of Ambac.

Because of the extensive legal services that may be necessary in
these cases, and the fact that the nature and extent of the
services are not known at this time, the Committee believes that
Ballard Spahr's employment for all of the Committee's purposes
would be appropriate.

Ms. Alquist adds that:

  (a) Ballard Spahr intends to apply to the Court for payment of
      compensation and reimbursement of expenses in accordance
      with applicable provisions of the Bankruptcy Code, the
      Bankruptcy Rules, the guidelines promulgated by the Office
      of the United States Trustee and the local rules and
      orders of the Court, and pursuant to any additional
      procedures that may be or have already been established by
      the Court in these cases; and

  (b) Ballard Spahr will be compensated at its standard hourly
      rates, which are based on the professionals' level of
      experience.

At present, the hourly rates of Ballard Spahr attorneys and
professionals are:

    -- $500 for partners,
    -- $340 for counsel,
    -- $265 for associates, and
    -- $135 for legal assistants.

These hourly rates are subject to periodic firm-wide adjustments
in the ordinary course of business.  It is also the firm's
policy to charge its clients for all disbursements and expenses
incurred in the rendition of services. (National Century
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NORTH ATLANTIC TRADING: S&P Puts Ratings on Watch Developing
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on North
Atlantic Trading Co. Inc., on CreditWatch with developing
implications. Developing implications means that the ratings
could be raised, affirmed, or lowered following completion of
Standard & Poor's review. At the same time, Standard & Poor's
has withdrawn its 'BB-' senior secured debt rating for North
Atlantic.

About $210 million of rated debt and preferred stock of New
York, New York-based North Atlantic is affected.

"The CreditWatch placement follows North Atlantic's announcement
that it had entered into an asset purchase agreement with Star
Scientific Inc. (unrated), and Star Tobacco Inc., a wholly-owned
subsidiary of Star Scientific," said Standard & Poor's credit
analyst Jayne M. Ross.

Under the terms of the agreement, North Atlantic will purchase
substantially all of the assets of Star relating to the
manufacturing, marketing, and distribution of four discount
cigarette brands in the U.S. The purchase price for the
transaction is $80 million in cash, subject to certain closing
adjustments and the assumption of certain liabilities. The
four discount brands are Sport, Mainstreet, Vegas Gold, and G-
Smoke. North Atlantic will also acquire Star Tobacco's
manufacturing facilities in Petersburg, Virginia and its
administrative offices in Chester, Virginia.

The transaction has received all the required corporate
approvals of both North Atlantic and Star and is expected to
close in the second quarter of this year. The closing is subject
to North Atlantic obtaining financing and to customary closing
conditions.

With the signing of the agreement, North Atlantic placed a $2
million earnest money deposit into escrow. In the event, that on
or after July 15, 2003, either North Atlantic or Star terminates
the agreement and North Atlantic has not received the required
financing but all other conditions to closing have been
satisfied or are capable of being satisfied, such deposit will
be paid to Star. In all other events, the deposit will be
used to satisfy a portion of the purchase price or repaid to
North Atlantic.

Standard & Poor's will meet with management to discuss the
company's business strategy and proposed financing of the
transaction.

North Atlantic is a holding company, which owns National Tobacco
Company, L.P. and North Atlantic Operating Company, Inc. (NAOC).
National Tobacco Company is the third-largest manufacturer and
marketer of loose leaf chewing tobacco in the U.S., selling its
products under the brand names BEECH-NUT REGULAR, BEECH-NUT
Wintergreen, TROPHY, HAVANA BLOSSOM, and DURANGO. NAOC is the
largest importer and distributor in the U.S. of premium
cigarette papers and related products, which are sold under the
ZIG-ZAG brand name according to an exclusive long-term
distribution agreement with Bollore S.A. NAOC also contracts for
the manufacture of and distributes Make-Your-Own smoking
tobaccos and related products under the 7ZIG-ZAG brand name.


NORTHWEST PIPELINE: S&P Assigns B+ Rating to $150 Million Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
pipeline company Northwest Pipeline Corp.'s $150 million bond
issue.

Although the stand-alone credit profile of Northwest Pipeline is
significantly better than the 'B+' rating, the rating reflects
the consolidated issuer credit rating of parent, the Williams
Companies. The rating is consolidated to reflect the risk of
consolidation in the event of a parent bankruptcy. Additionally,
the parent level debt is rated one notch lower at 'B' to reflect
its structural subordination to the operating company debt.

As of Sept. 30, 2002, Utah-based Northwest Pipeline had $367.5
million in debt outstanding, and the Williams Companies had
$14.6 billion in consolidated debt outstanding.

"The most significant risk that the Williams Companies faces in
the near-to-intermediate term is execution risk associated with
the planned sale of assets and the pending $1.3 billion in debt
maturities in July 2003," said Standard & Poor's credit analyst
Jeffrey Wolinsky.

Williams plans to sell assets with net proceeds of $3.9 billion
in 2003 to meet debt maturity obligations. Many of these assets
appear to be attractive to the marketplace, including the
recently announced planned sale of Texas Gas Transmission Corp.
and Williams Energy Partners MLP. Williams anticipates selling
assets with net proceeds of $1.2 billion to $1.4 billion in the
first four months of 2003. If these sales are completed, and the
forecast for cash flow from operations is in line with
projections, including stemming the cash drain from the energy
marketing and trading business unit, Williams should have
sufficient cash on hand to retire all of its debt maturities for
2003 with cash.

Critical milestones over the next year will include the ability
to amass the cash needed to retire the $1.3 billion of secured
debt that comes due in late July. If Williams has not obtained
the needed cash from asset sales, operating cash flow or other
sources by the end of May, the rating would be lowered. If
Williams is able to stem the cash drain from its energy
marketing and trading business unit and retire the $1.3 billion
in maturities in 2003, the CreditWatch would likely be removed
and the Outlook revised to negative, pending the remaining asset
sales to retire the 2004 maturities. If Williams is able to
retire the Williams Communications Group Inc. note in 2004, the
rating will be reviewed for potential upgrade.


PACIFIC GAS: Wants Court Nod for Expanded Deloitte Engagement
-------------------------------------------------------------
In July 2001, Pacific Gas and Electric Company employed Deloitte
& Touche LLP to provide auditing, accounting, tax advisory and
consulting services. Deloitte also audited the financial
statements being prepared for ETrans LLC, GTrans LLC, Electric
Generation LLC and the Reorganized Debtor.  Deloitte audited the
four entities' statements of assets and liabilities as of
December 31, 2000 and 2001 and the statements of operations,
cash flows and stockholders' equity for each of the three years
ended on December 31, 1999, 2000 and 2001.

Pursuant to PG&E's proposed reorganization plan, the four
entities would succeed PG&E's business operations if the PG&E
Plan were consummated.  Each of the four Successor Companies
would sell new investor notes in the public debt market.
However, before the notes are offered to the public, the
Securities Act of 1933, as amended, requires these notes to be
registered with the Securities and Exchange Commission.  The SEC
regulations provide that the registration statement must include
audited balance sheets as of the end of the two most recent
fiscal years and audited statements of income and cash flows for
each of the three fiscal years preceding the date of the most
recent audited balance sheet being filed.

Since the Plan Confirmation hearing is still ongoing, PG&E notes
that it is apparent that its Plan cannot be implemented before
March 2003.  Consequently, it will not be possible to register
the Successor Companies' notes -- much more implement the Plan
-- without the audits of the fiscal year 2002 financial
statements to be prepared for the Successor Companies.

Thus, at PG&E's request, the Court expanded the scope of
Deloitte's employment to audit the Successor Companies' year
2002 financial statements. (Pacific Gas Bankruptcy News, Issue
No. 53; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN NAT'L: Unit Seeks Noteholders' Consent to Proposed Waivers
---------------------------------------------------------------
Penn National Gaming, Inc., (NASDAQ:PENN) announced that one of
its wholly owned subsidiaries is soliciting consents from
holders of record as of February 21, 2003 of the 13% Senior
Secured Notes due 2006 and the 13% First Mortgage Notes due 2006
issued by Hollywood Casino Shreveport and Shreveport Capital
Corporation to proposed waivers with respect to the notes.

No consideration is being paid to any holder in connection with
the consent solicitation.

The principal purpose of the proposed waivers is to eliminate
the risk of a default under the indentures governing the notes
that may occur as a result of the proposed merger of the Company
with and into Hollywood Casino Corporation. The proposed waivers
will provide Penn National Gaming with an opportunity to
evaluate the Shreveport Casino with a view towards rationalizing
its operations and capital structure without the distractions
and disruption associated with a default under the indentures. A
default would occur in the event that the issuers of the notes
or any other person fails to make or consummate an offer to
purchase the notes at 101% of the principal amount thereof
following the merger as required under the indentures and the
notes due to the change of control resulting from the merger.
Penn National Gaming does not intend to, or to permit any of its
subsidiaries to, provide financing or credit support to enable
any of them or the issuers to make a change of control offer to
repurchase the notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on February 28, 2003 or such time to which it may be
extended or earlier terminated by the Company in accordance with
its terms. The proposed waivers will be approved and become
effective at the time, on or prior to the expiration time, that
the Company has received consents from holders of the senior
secured notes holding not less than a majority in aggregate
principal amount of the senior secured notes outstanding with
respect to the senior secured notes and from holders of the
first mortgage notes holding not less than a majority in
aggregate principal amount of the first mortgage notes
outstanding with respect to the first mortgage notes. The senior
secured notes proposed waiver and the first mortgage notes
waiver are conditioned upon each other, and, accordingly, the
requisite consents must be received with respect to each of the
senior secured notes and the first mortgage notes for each of
the proposed waivers to become effective.

Consummation of the merger is subject to certain conditions,
including certain regulatory approvals. Approval of the proposed
waivers is not a condition to consummation of the merger.

The consent solicitation is subject to the terms and conditions
set forth in the Consent Solicitation Statement and the related
Consent Letter that are being sent to all holders of the Notes.
D.F. King & Co., Inc., is serving as the Information Agent and
Tabulation Agent in connection with the solicitation of
consents.

Penn National Gaming owns and operates Charles Town Races in
Charles Town, West Virginia, which presently features 2,715
gaming machines (with approval to offer 3,500 machines); two
Mississippi casinos, the Casino Magic hotel, casino, golf resort
and marina in Bay St. Louis and the Boomtown Biloxi casino in
Biloxi; the Casino Rouge, a riverboat gaming facility in Baton
Rouge, Louisiana and the Bullwhackers properties in Black Hawk,
Colorado. Penn National Gaming also owns two racetracks and
eleven off-track wagering facilities in Pennsylvania; the
racetrack at Charles Town Races in West Virginia; a 50% interest
in the Pennwood Racing Inc., joint venture which owns and
operates Freehold Raceway; and operates Casino Rama, a gaming
facility located approximately 90 miles north of Toronto,
Canada, pursuant to a management contract. Upon consummation of
the merger, Penn National Gaming will acquire Hollywood Casino
Corporation (AMEX: HWD), the owner and operator of Hollywood-
themed casino entertainment facilities under the service mark
Hollywood Casino(R) in Aurora, Illinois, Tunica, Mississippi and
Shreveport, Louisiana.

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's assigned its 'B+' rating to gaming
property owner and operator Penn National Gaming Inc.'s proposed
$1 billion senior secured bank credit facility. In addition,
Standard & Poor's affirmed its 'B+' corporate credit and 'B-'
subordinated debt ratings on Penn National.

At the same time, Standard & Poor's lowered its existing senior
secured rating on the company to 'B+' from 'BB-' and removed the
rating from CreditWatch where it was placed on Aug. 8, 2002.

The downgrade reflects the significant amount of senior secured
bank debt in the company's pro forma capital structure. The 'BB'
rating on the company's existing $75 million bank credit
facility remains on CreditWatch with negative implications. This
rating will be withdrawn once the new facility is in place.

S&P says the outlook for Penn National is stable.


PHOTRONICS INC: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and its other ratings on Photronics Inc. and revised its
outlook to negative from stable, recognizing weakening market
conditions, limited order visibility, and uncertainty as to the
extent of industry recovery over the intermediate term.

Photronics, which has the leading worldwide market share in the
semiconductor photomask industry, is based in Brookfield, Conn.
It had $308 million of debt outstanding, including capitalized
operating leases, at January 31, 2003.

"Should weak financial measures continue beyond the near term,
ratings could be adjusted downward," said Standard & Poor's
credit analyst Bruce Hyman.

Very limited marketplace visibility and rising pricing pressures
have led to declining revenues for Photronics, weaker cash
flows, and debt protection measures that are marginal for the
current rating.

Sales are expected to be flat, or up moderately, in the April
2003 quarter, after having declined each quarter since April
2002. In general, profitability remains subject to the
challenges smaller companies can face in managing a global
enterprise, the inefficiencies of maintaining multiple small
operating sites, and increasingly aggressive competition
between industry leaders.

Photronics has a strong position in North America and Asia,
although its European presence is somewhat weaker than that of
competitors.

The semiconductor photomask industry is consolidating around a
limited number of key independent suppliers, as major chip
manufacturers divest themselves of their photomask operations
and as smaller independent suppliers become less competitive.


PRESIDENTIAL LIFE: S&P Affirms B+ Counterparty & Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+'
counterparty credit and senior debt ratings on Presidential Life
Corp., following the company's release of its 2002 earnings.

Standard & Poor's also said that the outlook on PLC is negative.

"The ratings reflect PLC's continued strong operating income,
conservative debt leverage, and extremely strong liquidity,
offset, in part, by significant declines in equity because of
investment-related losses," said Standard & Poor's credit
analyst Alan Koerber. Investment losses realized in the third
quarter of 2002 caused the company to suffer significant
declines in statutory capital and capitalization at Presidential
Life Insurance Co. (NY), a wholly owned subsidiary. As a result,
Standard & Poor's lowered its ratings on PLC on Nov. 19, 2002.
PLC's dominant source of earnings is PLICNY, which sells single-
and flexible-premium annuity products, structured settlements,
and funding agreements (including those written in connection
with state lotteries) through independent agents.

Standard & Poor's believes that the overall liquidity of the
organization is very strong, with liquidity resources at PLC
(the holding company only) expected to include at all times cash
and short-term securities at least equal to one year's cash
obligations and total liquidity resources over the course of the
year, including ordinary dividends from subsidiaries. Currently,
PLC has more than $140 million in investments, including cash
and short-term securities compared with total short- and long-
term debt of $150 million.

The outlook is negative, as the potential exists for greater-
than-normal investment write-offs because of the continued
weakness in the capital markets and the economy in general. This
could further erode PLICNY's NAIC risk-based capital, which is
currently significantly above the NAIC regulatory action level.


PROBEX CORP: Won't Form 10-QSB for December Quarter on Time
-----------------------------------------------------------
In light of several recent developments affecting Probex
Corporation's financial condition, the Company is seeking an
extension of the filing date for its Report on Form 10-QSB for
the fiscal quarter ending December 31, 2002. These developments
require substantial attention from senior management and the
remaining employees. In addition, the Company's current cash
flow situation severely limits its ability to employ outside
professionals.  As a result, Probex cannot without unreasonable
effort and expense file the Form 10-QSB on a timely basis in the
absence of an extension.

Probex Corp. (AMEX:PRB), a technology based, renewable resource
company, reported several developments affecting its financial
condition and provided an update concerning its efforts to
obtain financing for the construction and start-up of its
proposed Wellsville, Ohio reprocessing facility. As discussed in
the company's most recent Annual Report on Form 10-KSB, the
company has been working with the Swiss Re Group to evaluate its
willingness to issue a new commitment to provide a technology
and market risk facility as part of the project financing. The
purpose of the technology and market risk facility is to protect
potential project lenders from certain risks associated with
funding the construction and start-up process. Swiss Re has now
informed the Company that it will not provide a technology and
market risk facility. Without this commitment, management
believes that the probability of its obtaining financing for its
Wellsville, Ohio facility has been reduced.

As previously reported, the Company has approximately $26.4
million in debt that becomes due on February 28, 2003, and
currently does not have the ability to pay this debt or its
other obligations as they come due.  Unless it receives
significant additional funding from outside sources, the Company
has insufficient cash and cash flow to permit it to continue
operating for much longer.  As previously disclosed, the Company
is continuing to work with creditors in an effort to extend or
restructure the debt that matures on February 28.  The Company
is also working with these creditors and other outside sources
to attempt to obtain the additional funding required for it to
continue operating. At the same time, the Company is evaluating
any other options that may be available to it, including filing
for protection from creditors under the bankruptcy code.


PROVANT INC: Fails to Beat Form 10-Q Filing Deadline
----------------------------------------------------
Provant, Inc., has been unable to complete and file, when
originally due, its Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2002 as a result of delays in
completing the required financial statements and related
disclosure on a timely basis. The delays are, in large part, due
to the recent sale by the Company to Novations Group Inc. of the
Company's Performance Solutions, Technology and Development,
Vertical Markets, and Project Management groups, and Learning
and Strategic Alliances businesses.

The Company anticipates that it will report a net loss after
extraordinary items of $22.8 million for the quarter ended
December 31, 2002, compared to a net loss after extraordinary
items of $14.4 million for the quarter ended December 31, 2001.

On December 31, 2002, the Company sold to Novations Group Inc.
the Company's Performance Solutions, Technology and Development,
Vertical Markets, and Project Management groups, and Learning
and Strategic Alliances businesses. As a result of the sale of
the Businesses, the Company anticipates that it will report a
loss on the disposal of the Businesses of approximately $19.8
million, which will be included in loss from discontinued
operations for the quarter ended December 31, 2002.

                         *    *    *

As reported in Troubled Company Reporter's November 7, 2002
edition, Provant continues to be in default under its credit
facility agreement, and "believe[s] [the Company is] close to
finalizing the terms of an extension to it that would
end the current default."

The terms of this extension will, among other things, extend the
due date of the facility to April 15, 2003, subject to the
Company's continued obligation to take actions that would result
in the early repayment of our indebtedness to the banks. The
Company continues to pursue various strategic alternatives,
which include the sale of Provant or various of its assets.


PROVIDIAN FINANCIAL: Legg Mason Discloses 9.23% Equity Stake
----------------------------------------------------------------
Legg Mason, Inc., a parent holding company, beneficially owns
26,227,045 shares of the common stock of Providian Financial
Corporation, which represents 9.23% of the outstanding common
stock shares of Providian Financial.  Legg Mason shares voting
and dispositive powers over the stock.

Various accounts managed by Legg Mason, Inc.'s subsidiaries have
the right to receive, or the power to direct the receipt of
dividends from, or the proceeds from, the sale of shares of
Providian Financial Corp.  No such account owns more than 5% of
the shares outstanding.

The subsidiaries which acquired the security being reported on
by the parent holding company, Legg Mason, Inc. are:  Bartlett &
Co., investment adviser, Legg Mason Capital Management, Inc.,
investment adviser,     Legg Mason Funds Management, Inc.,
investment adviser, Legg Mason Trust, fsb, investment adviser,
LMM LLC, investment adviser, and Legg Mason Wood Walker, Inc.,
investment adviser and broker/dealer with discretion.

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

Outlook is stable.

                    Ratings Confirmed:

   * Providian Financial Corporation

      - senior unsecured debt rating of B2.

   * Providian Capital I

      - the preferred stock rating of Caa1.

   * Providian National Bank

      - bank rating for long-term deposits of Ba2

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

      - issuer rating of Ba3;

      - subordinated bank notes rating of B1, and

      - bank financial strength rating of D.

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


RAND MCNALLY: Signs-Up Sonnenschein Nath as Bankruptcy Counsel
--------------------------------------------------------------
Rand McNally & Company, and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Sonnenschein Nath & Rosenthal as
their Counsel.

The Debtors relate that their reorganization will require
sophisticated representation drawing from many legal disciplines
including bankruptcy, real estate, tax, corporate and
Labor and employment. Sonnenschein Nath has both the expertise
and depth to meet these needs and possesses the capability to do
so on an emergency basis if necessary. Prior to the Petition
Date of this case, Sonnenschein Nath had been involved in
complex counseling of Debtors regarding their affairs including
the obtaining of postpetition financing, and thus is familiar
with the Debtors' affairs.

Sonnenschein Nath will provide professional legal advice and
represent the Debtors in all phases of this case, including:

     a. providing legal advice with respect to Debtors' powers
        and duties as debtors in possession in the continued
        operation of their business and management of their
        properties;

     b. formulating, proposing, and securing approval of a
        Chapter 11 plan and disclosure statement or other
        appropriate exit strategies, including the proposed
        asset sale;

     c. preparing necessary applications, motions, answers,
        orders, reports and other legal papers;

     d. appearing in court on behalf of the Debtors to protect
        their interests;

     e. providing legal advice on general labor, tax, and
        corporate matters; and

     f. performing all other legal services for the Debtors
        which may be necessary and proper in these cases.

The professionals responsible for this engagement and their
current hourly rates are:

          Fruman Jacobson           $560 per hour
          Robert E. Richards        $400 per hour
          Thomas A. Labuda, Jr.     $385 per hour
          Patrick C. Maxey          $300 per hour
          Michelle Kopf             $250 per hour
          Paralegals                $95 to $175 per hour.

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.


RURAL CELLULAR: Net Capital Deficit Balloons to $483 Million
------------------------------------------------------------
Rural Cellular Corporation (OTCBB:RCCC) reports free cash flow
increasing 134% to $71.4 million for the year ended December 31,
2002.

Fourth quarter ended December 31, 2002 highlights compared to
fourth quarter ended December 31, 2001:

     --  EBITDA increased 12% to $47.7 million.
     --  EBITDA margin improved to 42% from 40%.
     --  Free cash flow increased 33% to $8.8 million.
     --  Total customer net adds increased 37% to approximately
         20,000 (including wholesale).
     --  Retention improved to 98.1% from 97.8%.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $19 million, and a total
shareholders' equity deficit of about $483 million.
                                                  2002
Richard P. Ekstrand, president and chief executive officer,
commented: "We continue to manage the business through a
challenging economy with effective operations that control costs
while producing solid growth. With another strong quarter, RCC
finished 2002 with solid year-over-year improvements in
customers, revenue and EBITDA while achieving positive free cash
flow in every quarter during the year."

                   Free cash flow growth
          (EBITDA less net capital expenditures
                 and cash interest expense)

As evidenced by RCC's growing cash position, RCC continues to be
an industry leader in its ability to generate and grow positive
free cash flow. During the fourth quarter of 2002, free cash
flow increased 33% to $8.8 million from $6.6 million in 2001.
For all of 2002, free cash flow increased 134% to $71.4 million
from $30.4 million in 2001.

              Customer and service revenue growth
                 (including Wireless Alliance)

Service revenue increased 5.3% and 2.9% for the quarter and year
ended December 31, 2002 to $79.6 million and $315.0 million,
respectively. These increases reflect customer growth together
with stable net ARPU.

RCC continues reporting very strong retention with 98.1% during
the 4th quarter of 2002 as compared to 97.8% in 2001. For all of
2002, retention was 98.2% compared with 97.8% in 2001.

During the fourth quarter 2002, customer postpaid net additions
were 12,475 compared with 11,744 in 2001. Postpaid net adds for
all of 2002 were 42,832 as compared to 46,520 in 2001,.
Reflecting the growing popularity of wholesale distribution
programs, wholesale customers grew by 7,949 during the fourth
quarter of 2002 compared with 3,689 in 2001. The growth in the
wholesale customer base during the fourth quarter of 2002 more
than offset the prepaid customer decline of 848. Wholesale
customers at the end of 2002 were 55,700, a 91% increase over
the previous year. Prepaid customers declined by 5,803 during
2002. Wireless Alliance accounted for 17,209 of the Company's
666,673 post and prepaid customers as of December 31, 2002.

                   Roaming revenue growth

Outcollect minute increases continue to more than offset
declines in yield resulting in roaming revenue for the fourth
quarter of 2002 increasing 1.5% to $27.3 million. During 2002
roaming revenue increased 5.3% over 2001 to $122.7 million.

                      ETC opportunity

During the fourth quarter, RCC received Eligible
Telecommunications Carrier approval in Mississippi and Alabama.
In July 2002, RCC received ETC approval in the state of
Washington. RCC expects to receive a substantial benefit from
its existing ETC eligible customers and plans to improve its
distribution systems and networks in these areas to further
penetrate the eligible customer base. RCC also has applications
pending in Minnesota, Oregon, Kansas, Maine and Vermont.

               Operating cost efficiencies

Network costs for the fourth quarter of 2002 declined 8.3% to
$23.6 million compared to $25.8 million in 2001. For the year,
network costs declined 4.2% to $97.2 million compared with
$101.5 million in 2001. Incollect cost, a component of network
costs, declined 9.1% for the fourth quarter to $10.7 million.
For the year, incollect cost declined 5.4% to $47.1 million.

SG&A expense for the fourth quarter decreased 3.4% to $30.2
million. As a percentage of revenues, SG&A decreased to 26.9%
from 29.4% in 2001. For the year, SG&A decreased 3.0% to $114.3
million while as a percentage of revenues, SG&A decreased to
24.9% from 26.7% in 2001. The decrease in SG&A expenses
primarily reflects continued focus on organizational
efficiencies including cost reduction initiatives together with
decreases in bad debt expense. Bad debt expense for the quarter
declined to $2.3 million compared to $4.5 million in 2001 while
for the year it declined to $8.0 million from $13.9 million in
2001.

         Capital expenditures and network construction

Net capital expenditures were $17.9 million during the quarter
compared to $15.3 million in 2001. During the quarter, the
Company activated 20 new cell sites bringing the total to 732
compared with 684 at the end of 2001. Net capital expenditures
for the year were $59.4 million compared with $46.0 million in
2001.

          Compliance with credit facility covenants

At the end of 2002, the Company had $793.8 million outstanding
and $258.9 million in availability under its credit facility and
is in compliance with all of its bank covenants.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.

Rural Cellular Corp.'s 9.75% bonds due 2010 (RCCC10USR1) are
trading at about 61 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RCCC10USR1
for real-time bond pricing.


SAFETY-KLEEN: Wants More Time to Commence Avoidance Actions
-----------------------------------------------------------
As a result of the two year statute of limitations to commence
certain causes of action, Safety-Kleen Corp., and its debtor-
affiliates were required to commence avoidance actions by June
9, 2002 or potentially forfeit such causes of action. However,
Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher &
Flom's Wilmington office, tells Judge Walsh that serving the
Complaints at this stage of these bankruptcy proceedings against
a potentially significant percentage of the Debtors' current
vendors could result in substantial harm to the estates and the
Debtors' ability to complete the reorganization.

The Debtors believe that granting an extension of an additional
seventy-five days to effect service of original process upon
Defendants is "entirely appropriate" in this situation, and will
serve the interests of all involved.  Safety-Kleen Services,
Inc., and its affiliates, therefore ask Judge Walsh for an order
granting a further extension of time to effect service of
original process for the Avoidance Actions.

Mr. Yurkewicz reminds Judge Walsh that, during the first week of
June, 2002, Safety-Kleen filed approximately 421 adversary
complaints against various parties seeking to avoid and recover
preferential and fraudulent transfers. The timing of these
filings was necessitated by the statutory two-year limitations
period set out in the Bankruptcy Code.

Prior to initiating the Avoidance Actions, Safety-Kleen obtained
an Order (I) Establishing Omnibus Filing and Pretrial Procedures
for Certain Adversary Proceedings, Including Adversary
Proceedings Under 11 U.S.C. Secs. 544, 545, 547, 548 or 553, and
(II) Granting Authority to Abandon Certain Causes of Action from
Judge Walsh. The Procedures Order decreed, inter alia, that,
"[n]otwithstanding Bankruptcy Rule 7004(e), no Initial Summons
or Amended Summons shall be deemed stale until the expiration of
the 120 day period following the filing of the Complaint."
Consistent with the intent of the Procedures Order, Safety-Kleen
obtained prior orders extending the time to effect service of
original process of the Complaints upon the Defendants was
extended for an additional one hundred eighty days, without
prejudice to Safety-Kleen's right to request additional
extensions.

Mr. Yurkewicz admits that none of the Complaints filed in the
Avoidance Actions have been served.  However, Safety-Kleen has
sent a letter to each of the Defendants explaining the status of
the Avoidance Actions, advising them that "until you have been
served with a Summons and Complaint, you are not required to
take any action," and offering to provide each Defendant with
any additional information that may be needed. He reports that
his firm has responded to dozens of telephone calls from
Defendants and have repeated this advice.

On January 23, 2003, the Debtors filed their (i) Disclosure
Statement with Respect to the First Amended Joint Plan of
Reorganization of Safety-Kleen Corp. and Certain of Its Direct
and Indirect Subsidiaries and (ii) the First Amended Plan of
Reorganization of Safety-Kleen Corp. and Certain of Its Direct
and Indirect Subsidiaries. The Disclosure Statement hearing is
scheduled for February 21, 2003, and the confirmation hearing is
scheduled for March 31, 2003. The Debtors expect to go forward
on these dates and, assuming the Amended Plan is confirmed,
emerge from Chapter 11 in mid to late April, 2003.

     SK Needs to Be Dormant On Suits To Keep Vendor Goodwill
              During Plan Voting and Confirmation

As the reorganization process is completed, a determination will
be made as to whether any of the Avoidance Actions should be
pursued and, if so, which ones. Currently, however, the goodwill
of Safety-Kleen's trade vendors and other creditors must be
preserved. Consequently, it is critical to Safety-Kleen's
reorganization that the Avoidance Actions remain "dormant" until
a plan of reorganization is finalized. Not only will this
preserve goodwill, but it also may reduce expense to the estate
and the burden on this Court. Accordingly, Safety-Kleen asks
Judge Walsh to help it maintain the current status quo of the
Avoidance Actions pending completion of the plan process.

The Court has broad discretion to control its schedule and the
power to control its own docket. Moreover, Section 105(a) of the
Bankruptcy Code grants bankruptcy courts broad authority and
discretion to take such actions and implement such procedures as
are necessary to enforce the provisions of the Bankruptcy Code.
Courts should be liberal in granting extensions of time sought
before the period to act has elapsed, as long as the moving
party has not been guilty of negligence or bad faith and the
privilege of extensions has not been abused.

In making the determination of whether to extend the time to
serve a complaint, the Third Circuit has set a two-step inquiry.
First, upon the showing of good cause for the delayed service,
the court must extend the time period. Second, if there is not
good cause, the court has the discretion to dismiss without
prejudice or to extend the time period. Bankruptcy Rule 9006(b)
does not define good cause, but courts have been consistent in
their interpretation of what constitutes good cause. In
determining whether good cause exists, a court's "primary focus
is on the plaintiff's reasons for not complying with the time
limit in the first place." Good cause is measured against the
plaintiff's recognizable efforts to effect service and the
prejudice to the defendant from the delay.

Further, Judge Walsh should consider whether the plaintiff was
conscientious about complying with the Rules, including, but not
limited to, whether plaintiff moved under Federal Rule 6(b) for
an extension of time in which to serve defendant.

                          Judicial Economy

In the interest of judicial economy, it would be a waste of
limited judicial resources to force the Debtors to proceed at
this point, as the only way of preserving potentially valuable
causes of action, with the litigation of what would be hundreds
of Avoidance Actions when it is possible that many of those
Avoidance Actions will be settled or otherwise resolved without
the need for litigation pursuant to the terms of a confirmed
plan of reorganization.

                 The Defendants' Best Interests

It is similarly in each Defendant's interest that this relief
requested herein be granted. By not requiring service at this
time, the Defendants are not required to engage counsel and
undertake the time and expense of defending against a proceeding
that may ultimately by resolved in a plan of reorganization
without the need for litigation. Moreover, no Defendant will be
prejudiced by not requiring service at this time. In the event
the Debtors determine it is appropriate to pursue an Avoidance
Actions, an Amended Summons will be issued and the Complaint,
Amended Summons, and a copy of the Procedures Order will be
served on each Defendant consistent with applicable rules. Each
Defendant will be afforded every protection and applicable time
period as if the complaint was first filed on the day the
Amended Summons is issued. (Safety-Kleen Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SERVICE TRANSIT: Voluntary Chap. 11 Case Summary & 5 Creditors
--------------------------------------------------------------
Debtor: Service Transit Corp.
        740 Nepperhan Avenue
        Yonkers, New York 10703

Bankruptcy Case No.: 03-20111

Type of Business: Charter bus service

Chapter 11 Petition Date: February 25, 2003

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Martin S. Fishman, Esq.
                  5 Sunderland Place
                  Suffern, NY 10901
                  Tel: (973) 785-3330
                  Fax : (973) 785-2445

Total Assets: $1,100,000

Total Debts: $900,000

Debtor's 5 Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
MCII Funding II, Inc.       Bus Financing             $900,000
PO Box 972299
Dallas, TX 75397-2299

North Atlantic Energy       Fuel                       $15,403

SDR Realty Inc.             Rents                      $12,000

Richfield Bus Repairs       Repairs                     $7,820

Con Edison                  Utilities                     $675


SHAW COMMS: S&P Cuts Ratings to BB+ on Greater Support to Cancom
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on cable
television provider Shaw Communications Inc., and certain
subsidiaries, including the long-term corporate credit rating on
Shaw, which was lowered to 'BB+' from 'BBB-'.

The outlook is stable.

The downgrade follows Calgary, Alberta-based Shaw's recent
announcement that it has obtained a C$350 million senior
unsecured bank loan due 2006 to repay its 100%-owned subsidiary
Canadian Satellite Communications Inc.'s existing C$350 million
senior secured credit facility.

"Although the transaction does not materially increase Shaw's
consolidated debt burden, leverage at the parent level
(excluding Cancom) has increased to 5.0x total lease-adjusted
debt to EBITDA for the 12 months ended November 30, 2002," said
Standard & Poor's credit analyst Barbara Komjathy.

Incorporating proceeds of C$300 million from the sale of the
U.S. cable systems announced on February 21, 2003, however,
leverage is at 4.5x. In addition, with the new bank loan, Shaw
has further demonstrated its willingness to provide financial
support to Cancom, as required. The ratings between Cancom and
Shaw were not equalized fully, reflecting Standard & Poor's view
of differences in default risks due to the lack of guarantees of
Cancom's debt from Shaw and Cancom's ultimately weaker credit
profile.

The new C$350 million bank loan ranks pari passu with Shaw's
existing senior unsecured indebtedness and has essentially the
same terms and conditions, other than maturity, as Shaw's
existing C$1.375 billion senior unsecured reducing credit
facility due 2007.

The ratings on Shaw reflect its strong business position as one
of the largest and most profitable Canadian cable television
operators with 2.1 million basic subscribers; its success in
rolling out new services that mitigate competitive pressures;
and management's stated commitment to achieving positive free
cash flows in 2003 to reduce debt. These factors are offset by a
relatively aggressive financial profile and the weaker credit
quality of the company's satellite services and direct-to-home
(DTH) satellite subsidiary, Cancom, whose impact is now
incorporated fully into Shaw's consolidated credit profile.

The stable outlook reflects the expectation that Shaw will
maintain its solid business profile and basic subscriber base
through bundling of products, high-quality customer service, and
competitive pricing. In addition, Standard & Poor's anticipates
that Cancom will continue to expand its subscriber base and
reduce churn in the medium term. From a financial perspective,
the ratings expect Shaw to meet its indicated positive free cash
flow and capital spending targets in 2003 and to use net
proceeds from the sale of its U.S. cable assets to reduce total
debt.


STEEL DYNAMICS: Plans to Resume Iron Dynamics Operation in Ind.
---------------------------------------------------------------
Steel Dynamics, Inc., (Nasdaq: STLD), whose corporate credit is
rated by Standard & Poor's at 'BB-', is planning to restart its
Iron Dynamics operation in Butler, Indiana, in the second half
of 2003. After a thorough evaluation of the production trials
that were completed in November and December of 2002, the
company has concluded that improved production technology,
coupled with the ability to recycle waste materials, makes it
feasible and desirable for the facility to be restarted to
produce liquid pig iron.

SDI expects the operation will be able to produce liquid pig
iron in sufficient quantities and at a cost to be competitive
with purchased pig iron. With the recent escalation of raw
materials costs, particularly pig iron, the Iron Dynamics
operation is expected to provide a cost-effective alternative to
purchased pig iron. In addition, the use of liquid pig iron
provides cost and operational benefits to SDI's steel-making
operations.

"We were very pleased with the success of the Iron Dynamics'
production trials late last year using briquetting technology,"
said Keith Busse, Steel Dynamics' President and CEO. "We believe
the facility can be operated on a profitable basis. After a
successful restart later this year, it should turn cash-positive
in 2004."

The company's Board of Directors recently approved an additional
capital investment of approximately $14 million to complete the
installation of three additional briquetting machines in the
facility. With the addition of this equipment, Iron Dynamics
will be able to stockpile iron briquettes after reduction in the
rotary hearth furnace, or introduce the hot briquettes directly
into the submerged arc furnace. After the briquettes are
liquefied in this furnace, the hot liquid pig iron will be
transferred in ladles to the flat-roll mill's melt shop and
combined with scrap steel in the mill's electric-arc furnaces.

Iron Dynamics, Inc., is a wholly-owned subsidiary of Steel
Dynamics, Inc.


STILLWATER MINING: S&P Ratchets Rating to B+ on Liquidity Issues
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on platinum group metals producer Stillwater Mining
Company to 'B+' from 'BB-' and placed all ratings on CreditWatch
with developing implications based on liquidity concerns
following the company's fourth-quarter earnings announcement.

"Standard & Poor's is uncertain as to the outcome of the
shareholder vote regarding Norilsk Nickel's planned acquisition
of a 51% interest in Stillwater, which was announced in November
2002," said Standard & Poor's credit analyst Dominick D'Ascoli.
Mr. D'Ascoli said that if the Norilsk Nickel transaction is
completed the company's ratings could be raised, as it will
provide the company with a much-needed injection of liquidity.
However, if the Norilsk Nickel transaction is not completed, the
company's ratings could be lowered as liquidity will likely
continue to deteriorate.

Standard & Poor's said that it will monitor the situation and
will resolve the CreditWatch once the Norilsk transaction is
settled.


TEXEN OIL & GAS: Auditors Doubt Ability to Continue Operations
--------------------------------------------------------------
TexEn Oil & Gas, Inc., (formerly Palal Mining Corporation) filed
for incorporation on September 2, 1999 under the laws of the
State of Nevada primarily for the purpose of acquiring,
exploring, and developing mineral properties.  The Company
changed its name from Palal Mining Corporation to TexEn Oil &
Gas, Inc., on May 15, 2002 upon obtaining approval from its
shareholders and filing an amendment to its articles of
incorporation.  The Company shall be referred to as "TexEn" or
"TexEn Oil & Gas, Inc." even though the events described may
have occurred while the Company's name was Palal Mining
Corporation.  The Company's fiscal year end is June 30.

On July 1, 2002, TexEn developed a plan for acquisition,
development, production, exploration for, and the sale of, oil,
gas and natural gas liquids and accordingly ended its
exploration stage as a mineral properties exploration company.
The Company sells its oil and gas products primarily to domestic
pipelines and refineries.  Prior to this, TexEn conducted its
business as an exploration stage company, meaning that it
intended to acquire, explore and develop mineral properties.

The Company's wholly owned subsidiaries consist of Texas
Brookshire Partners, Inc., Texas Gohlke Partners, Inc.,
Brookshire Drilling Services, Inc., and Yegua, Inc.

On July 11, 2002, the Company issued 15,376,103 shares of its
common stock in exchange for all the common stock of Texas
Brookshire Partners, Inc. This transaction was considered to be
with a related party as Brookshire's president is also a
shareholder of TexEn.  The transaction was valued at the fair
market value of the Company's common stock on the settlement
date.  Brookshire's major assets consist of 77.75% working
interest ownership in approximately 1,440 gross leasehold acres
and 550 net leasehold acres located in the Brookshire Dome Field
of Waller County, Texas.  This working interest ownership
position consists of various interests in 26 wells drilled to
date and one water injection well.  Brookshire plans additional
development before expiration of the leasehold.

On July 26, 2002, the Company entered into an agreement to
acquire all of the outstanding common stock of Brookshire
Drilling Service, L.L.C. in exchange for 1,400,000 shares of the
Company's common stock.  The transaction was valued at the fair
market value of the Company's common stock on the date of
acquisition.  Drilling's major assets consists of oil and gas
drilling equipment and related transportation equipment.
Drilling conducts business as a well service provider including,
workover units for completed wells.

On July 22, 2002, the Company issued 373,847 shares of its
common stock in exchange for all of the common stock of Yegua,
Inc.  This transaction was valued at $486,001, which represents
the fair market value of the Company's common stock on the
transaction date.  Yegua's major asset consists of a 1.95%
working interest in the Brookshire Dome Field.

On September 18, 2002, the Company purchased Texas Gohlke
Partners, Inc. in exchange for 4,000,000 shares of TexEn Oil &
Gas, Inc.'s restricted common stock.  The transaction is
considered to be with a related party as Gohlke's president and
principal shareholder is also a shareholder of TexEn.  The
transaction was valued at the fair market value of the Company's
common stock on the settlement date.  Gohlke's major assets
consist of a 100% working interest and a 70% net revenue
interest in the Helen Gohlke Field located in Victoria and
DeWitt Counties, Texas.  This working interest ownership
position consists of various interests in 60 wells, which have
been drilled to date.  Gohlke plans additional development
before expiration of the leasehold.

The Company incurred an accumulated deficit during exploration
stage in the amount of $395,568 for the period of September 2,
1999 (inception) to June 30, 2002 and a net loss in the amount
of $535,954 during the six months ended December 31, 2002.  In
addition, most of the Company's assets are unproved oil and gas
properties.  These unproven oil and gas properties include
approximately $14,800,000 acquired by the issuance of common
stock.  These acquisitions may be subject to adjustment based
upon the structure of the transactions and the related companies
acquired.  The recorded cost of the unproven oil and gas
properties may be adjusted downwards during the covered fiscal
year based on a reserve evaluation, which will be commissioned
and prepared.  The future of the Company is dependent upon its
ability to obtain financing and upon future successful
explorations for and profitable operations from the development
of oil and gas properties.

Management has plans to seek additional capital through a
private placement at market value and public offering of its
common stock. The Company's auditors have issued a going concern
opinion.  This means that its auditors believe there is doubt
that TexEn can continue as an on-going business for the next
twelve months unless it obtains additional capital to pay its
bills.  This is because TexEn has generated limited revenues and
expected revenues during the ensuing period are subject to
fluctuation based on the availability of additional capital
necessary in order to fully exploit the unproven potential of
the Company's Oil & Gas portfolio.  Accordingly, the Company
must raise cash from sources other than from the sale of Oil &
Gas found on its properties.  Its only other source for cash at
this time is investments by others in the company.   TexEn must
raise cash to implement its project and stay in business.


TOWER AUTOMOTIVE: Wisconsin Inv. Board Holds 8.91% Equity Stake
---------------------------------------------------------------
The State of Wisconsin Investment Board beneficially owns, with
sole voting and dispositive powers, 5,835,800 shares of the
common stock of Tower Automotive, Inc., representing 8.91% of
the outstanding common stock of the Company.  The State of
Wisconsin Investment Board is a government agency which manages
public pension funds subject to provisions comparable to ERISA.

Tower Automotive, Inc., produces a broad range of assemblies and
modules for vehicle structures and suspension systems for the
automotive manufacturers, including Ford, DaimlerChrysler, GM,
Honda, Toyota, Nissan, Fiat, Kia, Hyundai, BMW and Volkswagen.
Products include body structural assemblies such as pillars and
package trays, control arms, suspension links, engine cradles
and full frame assemblies.

Tower Automotive's September 30, 2002 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $202 million.


TRANSTECHNOLOGY: Completes Sale of Norco Inc. to Marathon Power
---------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has completed the
previously announced sale of its Norco, Inc. subsidiary to
Marathon Power Technologies Company, a wholly-owned subsidiary
of TransDigm Inc. of Richmond Hts., Ohio, for $51.0 million in
cash and a $1.0 million reimbursement for certain state income
taxes payable as a result of the transaction.

The net cash proceeds of the sale were used to retire senior and
subordinated debt.

The company stated that it expects to report a pretax gain of
approximately $29.0 million from the transaction in the current
quarter, which ends March 31, 2003. Because the federal income
taxes associated with the gain will be fully offset by the
company's net operating loss, all of the net proceeds were
available to pay transaction expenses and retire debt. The
company reported that it used the net proceeds to retire
approximately $15.1 million of senior debt and $28.6 million of
subordinated debt principal; to pay a $1.5 million prepayment
penalty on the subordinated debt; and paid an additional $1.5
million of accrued interest and transaction expenses. Following
the completion of the transaction, the company said that it had
no senior debt outstanding and its subordinated debt was
approximately $52.0 million.

TransTechnology Corporation, with a total shareholders' equity
deficit of about $26 million at Dec. 29, 2002, is the world's
leading designer and manufacturer of sophisticated lifting
devices for military and civilian aircraft, including rescue
hoists, cargo hooks, and weapons-lifting systems. The company,
which employs approximately 190 people, reported sales from
continuing operations of $47.8 million in the fiscal year ended
March 31, 2002.


TRENWICK GROUP: Fails to Satisfy NYSE Continued Listing Criteria
----------------------------------------------------------------
Trenwick Group Ltd., (NYSE: TWK) has been notified by the New
York Stock Exchange that its common stock could be subject to
trading suspension and delisting within the next six months.

Trenwick received this notification because the average share
price of its common stock for the previous 30 days has been
below $1.00. The NYSE's criteria for continued listing require
that a Company's common stock trade at a minimum average share
price of $1.00 over a 30-day period.

Under NYSE guidelines, Trenwick must return to compliance with
the NYSE's criteria for continued listing within six months
following receipt of the NYSE's notification. In the event that
the Company fails to return to compliance during this time
period, or the NYSE otherwise determines to institute delisting
proceedings, the common stock could be subject to trading
suspension and delisting.

The NYSE also notified Trenwick that it may review the continued
listing status of the Series A Perpetual Preferred Stock of
LaSalle Re Holdings Ltd. (NYSE:LSH_pa), Trenwick's Bermuda-based
subsidiary. Although it noted that LaSalle has not failed to
meet any specific financial listing criteria at this time, the
NYSE indicated that it may make determinations as to suitability
for continued listing based on other factors including the
performance of Trenwick and the ongoing scope of LaSalle's
operations.

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.


UNIROYAL TECH: Plan Filing Exclusivity Extended Until March 10
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Uniroyal Technology Corporation and its debtor-
affiliates obtained an extension of their exclusive periods.
The Court gives the Debtors, until March 10, 2003, the exclusive
right to file their plan of reorganization, and until May 9,
2003, to solicit acceptances of that Plan from their creditors.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002
(Bankr. Del. Case No. 02-12471). Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at The Bayard Firm represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed $85,842,000 in
assets and $68,676,000 in debts.


UNITED AIRLINES: AXA Fin'l Discloses Ownership of 10,500 Shares
---------------------------------------------------------------
AXA Financial, Inc., a Delaware Corporation, and its Paris,
France-based counterparts, AXA Conseil Vie Assurance Mutuelle,
AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle,
AXA Courtage Assurance Mutuelle and AXA, declare in a regulatory
filing dated February 12, 2003 with the Securities and Exchange
Commission that they beneficially own an aggregate 10,500 shares
of UAL Corporation's common stock -- a de minimis amount and a
substantial reduction from its previously disclosed 5%+ equity
stake.  Majority of these shares are held by third-party client
accounts managed by Alliance Capital Management LP, a majority-
owned subsidiary of AXA Financial, as investment adviser.

Alliance Capital is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.  Alliance
Capital has the power to cast 2,200 shareholder votes and to
sell -- but note to vote -- 8,300 of the UAL shares that are
owned by its advisory clients.

AXA Financial Senior Vice President and Controller, Alvin H.
Fenichel, attests that the UAL securities were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of UAL.  In addition, AXA did not acquire the
securities in connection with or as a participant in any
transaction having those purposes or effect. (United Airlines
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


UNIVERSAL BROADBAND: Seeking External Financing to Continue Ops.
----------------------------------------------------------------
FoneFriend, Inc., was incorporated on April 24, 2001, under the
laws of the State of Nevada, and on November 21, 2002, was
merged with and into Universal Broadband Networks, Inc. (UBNT),
a Delaware corporation, which subsequently changed its name to
FoneFriend, Inc.

The Company is a development stage enterprise and has not
generated any revenue during its brief history. The primary
business of the Company is to market an Internet telephony
device and related services to customers worldwide, called the
"FoneFriend". The underlying technology of FoneFriend has been
licensed by the Company from FoneFriend Systems, Inc. and will
enable the Company's subscribers to make and receive unlimited
long distance telephone calls over the Internet, using only
their standard residiential telephone set (without the need for
a computer), for a low monthly fee of $15.00 or less. Due to the
small cost of transmitting calls over the Internet, the Company
anticipates that it will realize significant profit margins,
well in excess of the traditional telecommunications industry.

The Company has not yet realized any revenues. The Company's
business goal is to exploit its licensed technology, which is a
small, inexpensive and easy to use device that will enable any
consumer with a standard single line telephone to place calls
both domestically and internationally using the Internet and
passing through substantial discounts to the consumer.

During the quarter ended, the Company has negotiated contracts
with third party suppliers to provide the operating
infrastructure and customer relationship management software
necessary to support the marketing of the Company's product.

The Company is now seeking financing of approximately $3 million
to $5 million to cover the cost of manufacturing and marketing
its Internet telephony product, the FoneFriend. The Company has
identified several possible sources of financing and is
presently evaluating the terms and conditions of each financing
source.

The Company's expenses decreased slightly from $211,316 in the
three months ending September 30, 2002, to $189,474 for the
three months ending December 31, 2002. The decrease was due
primarily to: the cessation of commission based fund-raising
activities, leading to a decrease of $18,888; a decrease in
salaries and payroll expense of $20,160; lower travel expenses;
lower advertising expenses and lower automobile expenses. These
lower expenses were partially offset by increases in: consulting
fees by $19,371; legal fees by $6,694 and accounting fees by
$18,670.

The Company's net loss decreased from $211,316 in the three
months ended September 30, 2002 to $189,474 for the three months
ended December 31, 2002, due to the reduction in expenses as
discussed above.

At December 31, 2002, the Company had limited working capital
and the Company had no material unused sources of liquid assets.
Also at December 31, 2002, the Company had no existing credit
facility. As a result, the Company paid general and
administrative expenses but had a shortage of cash to pay
certain of its accounts payable.

The Company has had no revenues to date. A part of the Company's
financial strategy is to seek external financing to pursue its
business purpose. The Company's operating capital has been
provided primarily through the sale of corporate securities and
cash advances from its shareholders. While the Company
intends to generate working capital from the marketing of its
products and services, at least $1 Million of additional
operating capital will be required during fiscal year 2003,
assuming that operations are maintained at their current level.
The Company may not be able to obtain the required financing, or
such financing may not be available on acceptable terms. Due to
the Company's historical operating losses, there can be no
assurance that capital requirements will not substantially
exceed current and future capital resources.

Additional working capital needs of the Company may require
issuance of equity securities, either on a public or private
basis. Such issuances would, if consummated, affect the ongoing
capital structure of the Company and may result in substantial
dilution to shareholders. If additional funds are raised through
the issuance of equity, convertible debt, or similar securities
of the Company, the percentage of ownership of the Company's
current shareholders will be reduced, and such new securities
may have rights or preferences senior to those of the common
stock held be current shareholders. No agreement with respect to
any such financing has been entered into, and such issuance may
not be consummated. In the event that funding sources are not
available as and when needed by the Company, it could have a
severe adverse impact on the combined business and results of
operations of the Company and could result in the Company being
unable to continue as a going concern. Management is continually
monitoring and evaluating the financing sources available to
achieve the Company's goals.

Due to the losses sustained by the Company and its lack of
working capital, the Company's ability to remain a going concern
depends upon its ability to generate sufficient cash flow to
meet its obligations and to obtain additional financing as may
be required.


US AIRWAYS: Piedmont Unions Ratify Restructuring Agreement
----------------------------------------------------------
The Piedmont Airlines dispatchers, as represented by the
International Association of Machinists and Aerospace Workers
(IAMAW), successfully ratified a restructuring agreement with
their management on Feb. 20, 2003, making Piedmont the first of
the US Airways Group's wholly-owned subsidiaries to acquire
contract relief from all of its labor groups.

All Piedmont employees, including members of the Air Line Pilots
Association, International (ALPA), the Association of Flight
Attendants (AFA), and the Store Clerks and other employees who
also are represented by the IAMAW, have now complied with the US
Airways Group's financial requests as a means of emerging from
bankruptcy.

"US Airways' senior management stressed that Piedmont's growth
and prominence in the Group's express operation was dependent
upon the containment of costs through the negotiation of
concessions by each of Piedmont's labor groups. The employees of
Piedmont have now responded to this request with a pragmatic,
team-oriented approach," stated Capt. Olav Holm, chairman of
Piedmont's ALPA unit.

Joe Dykes, president of Local Lodge 2795 added, "The airline
industry is experiencing turbulent times and the US Airways
Group is no exception. Management and labor must work together
to develop solutions that get us back on the right track."

Betsy Tettelbach, AFA Piedmont Master Executive Council
president, said, "Piedmont employees have lived up to their
commitment to secure the future of the airline. We now look
forward to US Airways emerging from bankruptcy in the near
future and serving our parent company as a front-running
component of its express operation."

ALPA, the world's oldest and largest pilot union, represents
66,000 airline pilots at 42 carriers in the U.S. and Canada.
Visit the ALPA Web site at http://www.alpa.org

More than 50,000 flight attendants at 26 airlines join together
to form the Association of Flight Attendants, the world's
largest flight attendant union. For more information, visit
AFA's Web site at http://www.afanet.org

The International Association of Machinists and Aerospace
Workers represents more than 730,000 active and retired members.
For more information about the IAM, visit the Web site at
http://www.goiam.org

Piedmont Airlines, Inc., is a wholly-owned subsidiary of US
Airways Group, Inc., and operates as a US Airways Express
carrier. Headquartered in Salisbury, MD, Piedmont carries over 3
million passengers a year to 49 destinations throughout the
Eastern United States, Canada, and the Bahamas.


U.S. CAN CORP: Dec. 31 Net Capital Deficit Widens to $344 Mill.
---------------------------------------------------------------
U.S. Can Corporation announced that its Board of Directors has
elected John L. Workman to serve as the Company's Chief
Executive Officer.  Mr. Workman had been serving as the
Company's Chief Operating Officer since the resignation of Paul
W. Jones in October, and had previously served as the Company's
Chief Financial Officer.

Carl Ferenbach, U.S. Can's Chairman, stated, "following an
extensive search, the Board of Directors was very pleased to be
able to appoint John to the position of Chief Executive Officer
and we are highly supportive of John, the management team, and
the strategies they are pursuing."

Sandra K. Vollman was also elected as the Company's Chief
Financial Officer. Ms. Vollman had been functioning as the
Primary Financial Officer of the Company since October 2002 and
had previously served as Senior Vice President of Finance. Carl
Ferenbach, who has served on the Board of Directors for 19
years, will remain as Chairman of the Board.

U.S. Can also reported that its net sales for its fourth quarter
ended December 31, 2002 were $201.4 million compared to $183.5
million for the corresponding period of 2001, a 9.7% increase.
The increase is primarily attributable to increased U.S. aerosol
unit volume and a positive foreign currency impact on sales made
in Europe. Full year 2002 net sales increased 3.2 % to $796.5
million from $772.2 million for 2001. The increase is primarily
due to higher aerosol volume throughout the year coupled with a
positive foreign currency impact on sales made in Europe, offset
by planned volume decreases in the paint, plastics and general
line business and the negative impact of a change in product mix
in our custom and specialty business.

For the fourth quarter, U.S. Can reported gross income of $24.4
million or 12.1% to sales, compared to $2.1 million or 1.2% to
sales in 2001. The fourth quarter margin improvement is
attributed to improved sales volume across all segments, as well
as operating efficiencies realized from restructuring programs
and cost containment programs. Fourth quarter 2001 was
negatively impacted by an inventory write-off related to
discontinued custom and specialty products. Full year 2002 gross
income was $86.1 million or 10.8% of sales versus $76.7 million
or 9.9% of sales for 2001. 2002 gross margins were positively
impacted by increased aerosol volumes and labor and overhead
cost reductions realized as a result of the restructuring
initiatives announced in December 2001. These positive impacts
were reduced by temporary manufacturing inefficiencies caused by
plant consolidations in the plastics and custom and specialty
businesses, inefficiencies in the United Kingdom caused by the
consolidation of our Southall operation and production
inefficiencies at one May Verpackungen manufacturing facility.

The Company recorded a net restructuring charge of $3.6 million
in the fourth quarter of 2002. The net charge is due to costs
associated with an executive level position elimination, the
reassessment of its reserves related to the 2001 restructuring
programs and a $3.0 million loss on the sale of a warehouse
facility in Daegeling, Germany. During 2002, the Company
substantially completed the restructuring programs initiated in
2001. The Company closed a total of six manufacturing facilities
in 2002, including the Burns Harbor, Indiana lithography
facility in the fourth quarter. A new plastics plant was opened
in Atlanta, Georgia in the first quarter of 2002.

Selling, general and administrative expenses were $2.7 million
lower than the fourth quarter of 2001 and $8.7 million lower for
the year, primarily due to the elimination of goodwill
amortization in 2002 in connection with the adoption of
Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets ("SFAS 142"), and positive results
from Company-wide cost savings programs initiated in 2001. The
Company completed its goodwill impairment tests as required
under SFAS 142, and recorded a net of tax, non- cash impairment
charge of $18.3 million in the fourth quarter, retroactive to
the first quarter of 2002, for the custom and specialty and
international segments. The impairment charge has no impact on
compliance with covenants under lending agreements.

Interest expense was $0.6 million higher for the fourth quarter
of 2002 and $1.9 million less than full year 2001 due to higher
average borrowings, partially offset by lower interest rates.
Due to a history of operating losses in certain countries
coupled with the deferred tax assets that arose in connection
with the restructuring programs and goodwill impairment charges,
the Company has determined that it cannot conclude that it is
"more likely than not" that all of the deferred tax assets of
certain of its foreign operations will be realized in the
foreseeable future. Accordingly, during the fourth quarter of
2002, the Company established a valuation allowance of $44.7
million to provide for the estimated unrealizable amount of its
net deferred tax assets as of December 31, 2002. The Company
will continue to assess the valuation allowance and, to the
extent it is determined that such allowance is no longer
required, these deferred tax assets will be recognized in the
future.

The net loss before preferred stock dividends was $45.0 million
for the fourth quarter 2002, compared to a net loss of $38.1
million for the fourth quarter 2001. The net loss before
preferred stock dividends for 2002 was $71.8 million compared to
$40.4 million for 2001. The 2002 net loss includes the
previously discussed non-cash goodwill impairment charge, and
the deferred income tax valuation allowance of $44.7 million,
and a pre-tax net restructuring charge of $8.7 million. 2001
includes a pre-tax $36.2 million net charge related to the
Company's restructuring programs.

Earnings before interest, taxes, depreciation and amortization
as calculated under our Senior Secured Credit Facility ("Credit
Facility EBITDA") was $22.9 million for the fourth quarter of
2002, and $81.7 million for the full year 2002. 2001 Credit
Facility EBITDA was $2.1 million for the fourth quarter and
$73.3 million for the year. U.S. Can was in compliance at year-
end with all financial and non-financial covenants under the
agreement. The most directly comparable GAAP financial measure
to Credit Facility EBITDA is operating income. Below is a
quantitative reconciliation of operating income to Credit
Facility EBITDA.

Credit Facility EBITDA $22.9 $81.7 $2.1 $73.3

At year-end 2002, $69.7 million had been borrowed under the
$110.0 million revolving loan portion of the Senior Secured
Credit Facility. Letters of Credit of $10.2 million were also
outstanding securing the Company's obligations under various
insurance programs and other contractual agreements.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $344 million.

U.S. Can Corporation is a leading manufacturer of steel
containers for personal care, household, automotive, paint and
industrial products in the United States and Europe, as well as
plastic containers in the United States and food cans in Europe.


VENTAS INC: Board OKs 13% Increase in 2003 1st Quarter Dividend
---------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) said its Board of Directors voted to
increase the Company's first quarter 2003 dividend to $0.2675
per share from the quarterly dividends of $0.2375 it paid in
2002. The first quarter dividend is payable on March 17, 2003 to
stockholders of record on March 4, 2003.

This new dividend rate represents a 13 percent increase in the
Company's expected annual dividend to $1.07 per share, compared
with the annual dividend of $0.95 per share that was paid in
2002.

Ventas said it expects to make its dividend payments in cash and
in four equal quarterly installments. Ventas said it has
approximately 79 million shares of common stock outstanding.

"As we increase FFO (Funds From Operations), we are delighted to
share the Company's success with our stockholders by increasing
our expected 2003 annual dividend by 13 percent," Chairman,
President and CEO Debra A. Cafaro said.

The declaration and payment of dividends remains subject to the
oversight and approval of the Company's Board of Directors and
is generally reviewed quarterly. The Company may from time to
time update its publicly announced expectations regarding future
dividends, but it is not obligated to do so.

The Company's expectation regarding future dividends are based
upon a number of assumptions, which are subject to change and
many of which are outside the control of the Company. If any of
these assumptions vary, the Company's expectations regarding
future dividends may change.

Ventas, Inc., is a healthcare real estate investment trust that
owns 44 hospitals, 220 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The
Company also has investments in 25 additional healthcare and
senior facilities. More information about Ventas can be found on
its Web site at http://www.ventasreit.com

At September 30, 2002, Ventas' total shareholders' equity
deficit widened to about $126 million.


WARNACO GROUP: Chesapeake Partners Discloses 5.77% Equity Stake
---------------------------------------------------------------
In a regulatory filing dated February 5, 2003, Mark D. Lerner,
Vice President of Chesapeake Partners Management Co., Inc.,
informs the Securities and Exchange Commission that:

    (a) Chesapeake Partners Management Co., Inc. owns 2,597,613
        shares of The Warnaco Group, Inc., representing 5.77% of
        all Common Stocks Warnaco issued;

    (b) Chesapeake Partners Limited Partnership owns 1,487,253
        shares of The Warnaco Group, Inc. Common Stock,
        representing 3.30% of the total Common Stock Warnaco
        issued;

    (c) Chesapeake Partners Institutional Fund Limited
        Partnership owns 52,045 shares of Common Stock The
        Warnaco Group, Inc. issued, representing 0.12% of the
        total shares Warnaco issued;

    (d) Chesapeake Partners International Ltd., beneficially
        owns 977,015 shares of Common Stock The Warnaco Group,
        Inc. issues, representing 2.17% of all shares Warnaco
        issued; and

    (e) Barclays Global Investors Event Driven Fund II owns
        81,300 shares of The Warnaco Group, Inc., representing
        0.18% of all shares Warnaco issued. (Warnaco Bankruptcy
        News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


WESTAR ENERGY: Board Declares First Quarter Dividend
----------------------------------------------------
The Westar Energy, Inc.'s (NYSE:WR) Board of Directors declared
a first-quarter dividend of 19 cents per share payable April 1,
2003, on the company's common stock.

The board also declared regular quarterly dividends on the
company's 4.25 percent, 4.5 percent and 5 percent series
preferred stocks payable April 1, 2003.

The dividends are payable to shareholders of record as of March
7, 2003.

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
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.


WHEELING-PITTSBURGH: Q4 2002 Net Loss Plunges to $9.8 Million
-------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation reported a net loss of
$9.8 million for the fourth quarter of 2002, compared with a net
loss of $29.5 million in the 2001 fourth quarter. For the year
2002, Wheeling-Pittsburgh reported a net loss of $54.3 million,
compared to a net loss of $172.2 million for the year 2001.

The $9.8 million net loss in the 2002 fourth quarter of 2002
compares to net income of $7.1 million in the third quarter of
2002. The decline in results reflects a 7.5 percent decrease in
volume of tons shipped, lower average steel prices and higher
labor, fuel and raw material costs.

Net sales revenues increased 26.8 percent to $254.4 million in
the fourth quarter of 2002, compared to $200.7 million in the
2001 fourth quarter. Net sales revenues for the year 2002
increased 17.3 percent to $980.0 million from $835.6 million for
the year 2001. The average price per ton of steel products
shipped increased to $481 in the 2002 fourth quarter from $379
in the 2001 fourth quarter. The operating loss for the year 2002
totaled $44.1 million, or $20 per ton, compared to an operating
loss of $164.3 million, or $81 per ton, for the 2001 year.

"As expected, fourth quarter results were affected by seasonal
reductions in shipping and by increases in energy and raw
material costs," said James G. Bradley, President and CEO of
Wheeling-Pittsburgh Steel. "Recent announcements of price
increases in flat rolled products, along with normal seasonal
demand growth are indications that pricing and demand will begin
to improve in the second quarter."

Wheeling-Pittsburgh Steel announced Dec. 20 that it had filed a
Plan of Reorganization in federal bankruptcy court. The plan,
which is contingent on approval of a $250 million loan guarantee
from the Emergency Steel Loan Guarantee Board, calls for the
investment in state-of-the-art technology that will improve
Wheeling-Pittsburgh Steel's manufacturing efficiency. A decision
is expected later this month.


WHEREHOUSE: Taps Great American to Conduct 190 Store Closings
-------------------------------------------------------------
Great American Group, one of the nations leading asset
management firms, has commenced the orderly liquidation of 190
under-performing stores for Wherehouse Music.  Wherehouse
Entertainment Inc., will continue to operate 180 stores
primarily in the sunbelt. This marks the largest store closing
in history for a music and video retailer.

The liquidation began on Friday, February 14, 2003 and is
expected to run approximately 8 to 10 weeks. An estimated $90
million of inventory will be sold at store locations throughout
the United States. All merchandise in the 190 closing locations
will be sold through a series of progressive discounts.
Consumers will be able to purchase CD's, DVD's, videos and
accessories at greatly reduced prices.

"We are extremely pleased that Wherehouse Music chose Great
American Group to conduct store-closings for their under-
performing stores. Wherehouse Music's confidence in our ability
to help implement their reorganization is a compliment to Great
American Group's long-standing reputation as the country's
premier asset disposition firm. We look forward to a tremendous
sale and maintaining Wherehouse Music's superior reputation as
one of the leading music and video retailers in the country,"
stated Andy Gumaer, President of Great American Group.

Great American Group provides financial services to North
America's largest 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 liquidated over $15 billion of under
performing inventories in reorganizing companies. With over 30
years of liquidation experience, Great American Group has
successfully completed thousands of 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

Wherehouse Entertainment sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for Chapter 11 protection under the federal bankruptcy
laws on January 20, 2003 (Bank. Del. Case No. 03-10224). Mark D.
Collins, Esq., and Paul Noble Heath, Esq., at Richards Layton &
Finger represent the Debtor in this reorganization proceeding.


WORLD AIRWAYS: Zazove Associates Discloses 15.59% Equity Stake
--------------------------------------------------------------
Zazove Associates, LLC, with offices located in Incline Village,
Nevada, and Delaware "citizenship", beneficially owns 2,046,413
shares of the common stock of World Airways, Inc.  Zazove holds
sole voting and dispositive powers.  The amount held represents
15.59% of the outstanding common stock of the Company. The
calculation of the percentage of beneficial ownership of World
Airways Inc. Common Stock is based upon  11,077,098 shares
outstanding on September 30, 2002,

Zazove Associates, LLC is registered as an investment advisor
under Section 203 of the Investment Advisors Act of 1940 (15 USC
80b-3) and has discretionary authority with regard to certain
accounts that hold World Airways Inc. convertible bonds.  With
the exception of National Union Fire Insurance Company of
Pittsburgh, PA, which is deemed to hold 862,925 Shares under
Section 240.13d-3(d)(1) as a result of the beneficial
ownership of the Company's convertible debentures, no other
managed account holds an interest greater than 5%.

Utilizing a well-maintained fleet of international range,
widebody aircraft, World Airways has an enviable record of
safety, reliability and customer service spanning 54 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World
Airways meets the needs of businesses and governments around the
globe.  For more information, visit the Company's Web site at
http://www.worldair.com

World Airways' September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $22 million.


WORLDCOM INC: Asks Court to Approve Falk Lease Termination Pact
---------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that pursuant to that certain lease dated
January 24, 1997, between MCI WorldCom Communications, Inc., as
lessee, and Falk US Property Income Fund II, L.P., as lessor,
the Debtors lease premises located at 4795 Meadow Wood Lane in
Chantilly Fairfax County, Virginia, commonly known as Meadows
IV, consisting of an office building and a parking garage.  The
Lease commenced on February 14, 1997, and will expire by its
terms on June 22, 2007.  The Lease provides for $218,783.93 in
monthly rental charges, with annual increases starting June 22,
2003.

From the inception of the Lease, Ms. Fife relates that the
Debtors used the Premises as the local headquarters for the MCI
software development group.  Over the course of the past several
years, the Debtors have relocated the personnel from the
Premises to other locations.  By the end of February 2003, the
Debtors will have no personnel working on the Premises and,
accordingly, will no longer need the Premises.  As a result, the
Debtors determined, with the assistance of their real estate
advisors, to reject the Lease.  The Debtors and the Lessor
entered into good faith negotiations with respect to the
rejection of the Lease, which have resulted in the parties'
execution of a lease termination agreement.

Thus, Worldcom Inc., and its debtor-affiliates ask the Court to
approve their Lease Termination Agreement with Falk.

The parties have agreed that:

  -- the Lease will be terminated and deemed rejected as of
     11:59 pm on March 2, 2003;

  -- on or prior to the Termination Date, MCI will surrender the
     Premises to Falk;

  -- Falk waives any and all claims and causes of action
     against the Debtors arising under or pursuant to the Lease,
     including prepetition claims, damage claims exceeding
     $250,000 arising as a result of the termination or
     rejection of the Lease, and amounts payable under the Lease
     from and after the Termination Date or amounts otherwise
     payable under Section 365(d)(3) of the Bankruptcy Code;

  -- Falk will have a $250,000 allowed general unsecured claim
     in the Debtors' Chapter 11 cases which will receive the
     treatment afforded to general unsecured claims under, and
     pursuant to, a confirmed plan of reorganization for MCI,
     provided, however, that in no event will Falk receive a
     distribution of property or other recovery in respect of
     the Retained Claim having a value that is greater than
     $100,000;

  -- to the extent Falk has filed proofs of claims or interests
     with respect to amounts owed or to be owed pursuant to the
     Lease, these claims will be dismissed and expunged with
     prejudice except to the extent a proof of claim asserts a
     claim for the Retained Claim; and

  -- the Debtors waive any and all claims against Falk arising
     under or pursuant to the Lease, except that Falk agrees to
     provide the services under the Lease until the earlier of
     the Termination Date and the date on which the Debtors
     surrender the Premises.

Additionally, the Debtors have agreed to sell certain fixtures,
furniture and equipment located on the Premises to Falk for
$100,000.  The Agreement requires that the Bill of Sale be
executed as soon as possible.

Inasmuch as the Lease is no longer needed and will, therefore,
become a drain on the Debtors' assets, the Debtors have
determined that it is economically prudent to terminate the
Lease promptly in accordance with the Agreement.  By virtue of
the Agreement, Ms. Fife explains that the Debtors and their
estates are relieved from future liability under the Lease, as
well as from liability for a potential rejection damage claim of
more than $3,286,000.  In addition, the Lessor has waived its
right to receive distribution of property or other recovery in
respect of the $250,000 Retained Claim to the extent the value
of distribution exceeds $100,000.

Furthermore, Ms. Fife tells the Court that the Debtors and their
advisors have reviewed the Lease and determined that there is
likely no market for the assignment of the Lease because the
monthly obligations under the Lease are above the market value
for similar space.  The terms of the proposed rejection not only
enable the Debtors to rid themselves of burdensome property
promptly, but result in a waiver of a substantial claim Falk may
have against the Debtors in connection with the Lease.  In
addition, the Debtors submit that the $100,000 purchase price
for the FF&E sale represents fair market value for these assets.
(Worldcom Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.00% bonds due 2006
(WCOE06USR2) are trading at about 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


* Murphy Sheneman Lawyers Merge Practices with Winston & Strawn
---------------------------------------------------------------
As of February 15, 2003, the law firms of Winston & Strawn and
Murphy Sheneman Julian & Rogers combined their practices.  The
expanded firm will practice under the Winston & Strawn name.  A
total of 43 lawyers will join Winston & Strawn, including 14
from Murphy Sheneman's Los Angeles office, and 29 from their San
Francisco office.  Bankruptcy and Business Restructuring
attorneys coming from Murphy Sheneman include:

           Attorney              New E-mail Address
           --------              ------------------
      Patrick A. Murphy, Esq.    pmurphy@winston.com
      Margaret Sheneman, Esq.    msheneman@winston.com
      Eric E. Sagerman           esagerman@winston.com
      N. Dwight Cary, Esq.       ncary@winston.com
      Michael Kip Maly, Esq.     mmaly@winston.com
      T. Scott Bucey, Esq.       tbucey@winston.com
      Gail S. Greenwood, Esq.    ggreenwood@winston.com

The transaction joins two firms with distinguished histories,
and increases to 41 the number of lawyers in Winston & Strawn's
Los Angeles office. The San Francisco-based lawyers will anchor
a new Winston & Strawn office in the Bay Area. According to
Winston & Strawn's chairman, Governor James R. Thompson, "The
combination of our firms expands and complements our practices
in areas including finance, insolvency, and reorganization, as
well as complex business litigation."

Winston & Strawn's managing partner James M. Neis remarked, "The
transaction gives us additional depth and talent in a highly
competitive marketplace. We are extremely pleased to be joined
by these outstanding lawyers." He added, "In particular, their
established presence in San Francisco gives us a strong base to
serve existing and new clients."

Patrick A. Murphy, chairman of MSJ&R, emphasized that, "Joining
our practices is a good strategic and cultural fit for both
firms. It significantly enhances Winston's West Coast presence
and offers us more opportunities for leading roles in larger,
complex cases because of the cross-disciplinary nature of
Winston's practice."

Winston & Strawn, founded in Chicago in 1853, is one of the
nation's oldest and largest law firms with approximately 900
attorneys located in seven cities worldwide, including Chicago;
Washington, D.C.; New York City; Los Angeles; San Francisco;
Paris, France; and Geneva, Switzerland.


* Meetings, Conferences and Seminars
------------------------------------
February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

February 25-26, 2003
   EURO LEGAL
      Run-Off and Commutations
         Radisson Edwardian Hampshire Hotel, London UK
            Contact: +44-20-7878-6897 or
                         http://www.www.euro-legal.co.uk

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Outsourcing In Financial Services
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

March 27-28, 2003
    FINANCIAL RESEARCH ASSOCIATES
        Commercial Loan Workout Techniques
            New York Helmsley Hotel, New York City, NY
                Contact: 1-800-280-8440 or http://www.frallc.com

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Healthcare Transactions: Successful Strategies for
          Mergers, Acquisitions, Divestitures and Restructurings
                The Fairmont Hotel Chicago
                   Contact: 1-800-726-2524 or fax 903-592-5168
                            or ram@ballistic.com

April 10-11, 2003
   AMERICAN CONFERENCE INSTITUTE
      Predaotry Lending
         The Westin Grand Bohemian, Florida
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***