TCR_Public/030227.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 27, 2003, Vol. 7, No. 41    

                          Headlines

360NETWORKS: Court OKs Stipulation Amending EPIK Settlement Pact
ADELPHIA COMMS: Capital Research Discloses 4.4% Equity Stake
ALLIS-CHALMERS: Energy Spectrum Sets Preferreds Conversion Price
AMERALIA INC: Dec. 31 Working Capital Deficit Stands at $15.6MM
ANC RENTAL: Capital Group Int'l Discloses 3.80% Equity Stake

AQUILA: Credit Facility Concerns Have S&P Lowering Rating to B+
AT&T CANADA: Canadian and U.S. Courts Clear Restructuring Plan
AVAYA INC: Shareholders Approve Three Reverse/Forward Splits
AVITAR INC: Independent Auditors Express Going Concern Doubt
AZCO MINING: Seeking New Financing Arrangement to Continue Ops.

BAM! ENTERTAINMENT: Wants to Transfer Listing to SmallCap Market
BAUSCH & LOMB: Declares Regular Quarterly Dividend
BOMBARDIER CAPITAL: S&P Hatchets Series 1998-C & 1999-A Ratings
BOUNCEBACK TECH.: Fund Insufficient to Meet Cash Requirements
BRILL MEDIA: Completes Sale of 12 Radio Stations to Regent

BROADWING INC: Selling Broadband Assets to C III for $129MM
CAPITOL SOAP CORP: Voluntary Chapter 11 Case Summary
CEYONIQ INC: Successfully Emerges from Financial Reorganization
CHASE MORTGAGE: Fitch Drops Class B4 P-T Certs. to Default Level
CHESAPEAKE ENERGY: Fitch Affirms BB- Rating on Sr. Unsec. Notes

COGECO CABLE: Weak Credit Measures Spur S&P's BB+ Credit Rating
CONSECO FINANCE: Debtor-Units Want to Extend Schedules Filing
CONSECO INC: Wants Approval to Implement Senior Management KERP
CREDIT STORE: Converts Case to Chapter 7 Liquidation
DELTA AIR: CEO Outlines Three-Point Plan for Industry Survival

DIAMETRICS MEDICAL: Transfers Listing to Nasdaq SmallCap Market
DIVINE INC: Case Summary & 40 Largest Unsecured Creditors
DOBSON COMMS: Gets Infrastructure Support from Somera & Carrier
EDISON INT'L: State Street Bank Discloses 12.7% Equity Stake
ENCOMPASS SERVICES: Committee Taps Andrews & Kurth as Counsel

ENRON CORP: Committee Sues Whitewing et. al. to Recoup Over $1BB
FLEMING: Initiates Operational Realignment & Cost Reduction Plan
FRIENDLY ICE CREAM: Dec. 29 Net Capital Deficit Widens to $104MM
GENCORP INC: GDX Unit Sells German Mixing Facility to Vigar Unit
GLOBAL CROSSING: IDT Intends to Make Offer to Acquire Company

HALO INDUSTRIES: Inks Definitive Pact to Sell Assets to H.I.G.
HECLA MINING: Defers Payment of Series B Preferred Dividends
HIGHWOODS PROPERTIES: Reports Improved Fourth Quarter Results
HUNTSMAN POLYMERS: Files Certification & Notice on SEC Form 15
IFX CORP: Dec. 31, 2002 Balance Sheet Upside-Down by $5 Million

IMC GLOBAL: Amends Credit Facility to Relax Financial Covenants
INDYMAC MANUFACTURED: Poor Performance Spurs S&P to Cut Ratings
INSIGHT COMMS: Dec. 31 Working Capital Deficit Stands at $33MM
J.T. WALLENBROCK: Court Establishes March 31 as Claims Bar Date
KENTUCKY ELECTRIC: Brings-In Vanantwerp Monge as Special Counsel

KEY3MEDIA GROUP: Richards Layton Picked as Bankruptcy Counsel
KMART CORPORATION: Illinois Court Approves Disclosure Statement
KMART CORP: Seeks Extension of Exclusive Period to June 30
KMART CORP.: SEC Sues Ex-Execs Indicted in $42 Million Fraud
LODGENET ENTERTAINMENT: Alex. Brown Discloses 7.60% Equity Stake

LTV CORP: AIG Insurance Seeks Arbitration of Claim Objection
LUCENT TECH.: S&P Affirms B- Credit Rating over Reduced Losses
MASSEY ENERGY: Board of Directors Declares Quarter Dividend
METALS USA: Dimensional Fund Dumps Equity Ownership
METROMEDIA INT'L: Fails to Comply with AMEX Listing Guidelines

METROMEDIA INT'L: Elects Mark S. Hauf as Board Chairman and CEO
NAT'L CENTURY: Court Okays Appointment of Separate Subcommittees
NATIONSRENT INC: Court Approves Kroll Zolfo's Re-employment
NETROM INC: Completes Acquisition of Tempest Asset Management
NORTHWEST AIRLINES: Fitch Cuts Sr. Unsecured Debt Rating to B

NORTHWEST PIPELINE: Fitch Rates Proposed $150M Sr. Notes at BB-
NUTRITIONAL SOURCING: Exclusive Period Extended to June 30
OAK HILL CREDIT: S&P Assigns BB Rating to Classes D-1, D-2 & D-3
PACIFIC GAS: Earns Court Nod to Hire ZIA Information & ERS Group
PEREGRINE SYSTEMS: Hires Ralph Mabey to Mediate Plan Dispute

PLANVISTA: Will Publish Q4 & Full-Year 2002 Results on March 13
PREFERREDPLUS TRUST: S&P Cuts 2 Series ELP-1 Class Ratings to B
QWEST COMMS: Reiterates Cooperation with Gov't re Investigations
R.H. DONNELLEY: Elects Nancy Cooper and David Veit to Board
R.H. DONNELLEY: Narrows Dec. 31 Net Capital Deficit to $30 Mill.

R.H. DONNELLEY: Adopts New Policy re Shareholder Rights Plan
SAFETY-KLEEN: Wants to Hire Transition Consultant for Pinewood
SDR MASONRY: Case Summary & 20 Largest Unsecured Creditors
ST. FRANCIS HEALTH: Fitch Affirms Junk Rating on $15.9MM Bonds
TRANSCARE CORP: Taps J.H. Cohn as Accountants & Tax Consultants

TRANSTECHNOLOGY: Appoints R. White as CEO Under New Structure
UBIQUITEL: S&P Drops Corp Credit Rating to SD after Exch. Offer
UCFC FUNDING: S&P Cuts Ratings on 4 Classes of Ser. 1998-3 Notes
UNIFAB INT'L: Says Resources Ample to Meet Working Capital Needs
UNI-MARTS: $13M Facility Needs Amended to Avert a Default

WALL STREET DELI: Dimensional Fund Discloses 5.93% Equity Stake
WARNACO GROUP: Bank of America Discloses 5.98% Equity Stake
WORLDCOM INC: Intends to Reject 1,330 Individual Service Orders
W.R. GRACE: Equity Panel Backs Request for Exclusivity Extension

* Huron Consulting Group Forms Economic Consulting Practice

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Court OKs Stipulation Amending EPIK Settlement Pact
----------------------------------------------------------------
Pursuant to a Settlement Agreement the Court approved on
March 26, 2002, 360networks inc., and its debtor-affiliates
rejected these Agreements with EPIK Communications, Inc.:

    (i) the Stand-Alone Collocation Agreement dated as of
        September 27, 2000;

   (ii) the Service Agreement dated as of March 16, 2001;

  (iii) the EPIK Dark Fiber IRU and related Operation and
        Maintenance Agreement dated as of September 28, 2000;

   (iv) the 360 Dark Fiber IRU and related Operation and
        Maintenance Agreement dated September 28, 2000; and

    (v) the Incidental Collocation Agreement dated as of
        September 28, 2000.

Under the Settlement Agreement, the Debtors agreed that EPIK
would be entitled to an allowed general unsecured claim for
rejection damages amounting to $32,573,099 -- the Initial
Allowed Claim.  In addition, the Official Committee of Unsecured
Creditors was granted an opportunity to object to the Initial
Allowed Claim by a certain date, which date has been extended
from time to time by the Committee and EPIK.

Consequently, the Committee objected to the Initial Allowed
Claim although the objection has not been filed with the Court.
Accordingly, the Committee and EPIK engaged in extensive,
detailed and protracted negotiations to resolve the Committee
Objection by exchanging detailed analysis of the Claim and
numerous discussions and negotiations between the Committee's
professional advisors and EPIK's counsel.

The Committee and EPIK have reached a resolution of the
Committee Objection, which is memorialized in a Court-approved
stipulation.

Specifically, the Parties stipulate and agree that:

A. The Settlement Order and the Settlement Agreement, as well
    as any other necessary instruments, are amended, with
    prejudice, to reduce the Initial Allowed Claim from
    $32,573,099 to $27,000,000 -- the Final Allowed Amount.
    The Final Allowed Amount will be EPIK's aggregate Class 7
    Claim under the Plan; and

C. The Debtors are authorized to adjust their claims register,
    books and records, schedules or any other necessary
    instrument to reflect the Final Allowed Amount. (360
    Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)    


ADELPHIA COMMS: Capital Research Discloses 4.4% Equity Stake
------------------------------------------------------------
Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, discloses in a Securities and Exchange Commission filing
dated February 10, 2003 that it is deemed to be the beneficial
owner of 11,291,230 shares or 4.4% of the 256,392,291 shares of
Adelphia Communications Class A Common Stock believed to be
outstanding as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

Shares reported by Capital Research and Management Company,
include 1,549,830 shares resulting from the assumed conversion
of $86,000,000 principal amount of the 6% Convertible
Subordinate Notes, due February 15, 2006. (Adelphia Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ALLIS-CHALMERS: Energy Spectrum Sets Preferreds Conversion Price
----------------------------------------------------------------
On March 6, 2002, Allis-Chalmers Corporation issued 3,500,000
shares of Series A 10% Cumulative Convertible Preferred Stock to
Energy Spectrum Partners, LP. in connection with the acquisition
from Energy Spectrum of substantially all of the common stock
and preferred stock of Strata Directional Technology, Inc.

In accordance with the Certificate of Designation, Preferences
and Rights of the Preferred Stock the Preferred Stock is
convertible into a number of shares of Allis-Chalmers common
stock determined by dividing the "Liquidation Value" of the
Preferred Stock, which is $1.00 per share, by the "Conversion
Price" of the Preferred Stock. The Conversion Price was
initially $0.75, but in accordance with the Certificate the
Conversion Price was required to be reduced to an amount equal
to 75% of the market price calculated in accordance with the
Certificate, or $0.19.

By letter agreement dated February 19, 2003, Energy Spectrum
agreed to set the Conversion Price at $0.50, to vote for an
amendment to Allis-Chalmers Certificate of Incorporation to
reflect the amended Conversion Price, and that prior to the
amendment of the Company's Certificate of Incorporation if any
Preferred Stock is converted into Allis-Chalmers' common stock
the Conversion Price for such conversion shall be $0.50. The
letter agreement reduces the number of shares of common stock
into which the Preferred Stock is convertible to 7,000,000
shares.

The Conversion Price is subject to adjustment pursuant to
Section 11 of Certificate in the event of a stock split, stock
dividend, reclassification, or similar event, or in the event
any other distribution is made in respect of the Company's
common stock. Section 11 also provides that in the event the
Company sells shares of its common stock for less than the
Conversion Price, the Conversion Price will be reduced to such
sales price.

In connection with the Strata Acquisition, Allis-Chalmers issued
to Energy Spectrum a warrant to purchase 437,500 shares of its
common stock at an exercise price of $0.15 per share, and agreed
that if Allis-Chalmers did not redeem all but one share of the
Preferred Stock on or prior to February 6, 2003, the Company
would issue Energy Spectrum an additional warrant to purchase
875,000 shares of its common stock at an exercise price of $0.15
per share. On February 19, 2003, Allis-Chalmers issued such
warrant.

As reported in Troubled Company Reporter's December 20, 2002,
Allis-Chalmers said its long term capital needs are to provide
funds for existing operations, retire existing debt, the
redemption of the Series A Preferred Stock and to secure funds
for the acquisitions in the oil and gas equipment rental and
services industry. To continue growth through additional
acquisitions the Company will require additional financing,
which may include the issuance of new equity or debt securities,
as well as secured and unsecured loans (substantially all of its
assets are pledged to secure existing financing). Management has
had discussions regarding the issuance of additional equity
securities; however, there can be no assurance that the Company
will be able to consummate any such transaction.

On July 16, 2002, the Company received a letter declaring that
the Company was in default of certain covenants set forth in its
credit agreements with Wells Fargo Bank and its affiliates (the
Bank Lenders). The defaults resulted primarily from failure to
meet financial covenants as a result of decreased revenues at
the Company's subsidiaries. As a result of these defaults the
Company's bank lenders have imposed default interest rates,
resulting in an increase of approximately $15,000 in the monthly
interest payable by the Company. Additionally the Bank Lenders
have suspended interest payments (aggregating $200,000 through
the date of the filing of the Company's latest financial
statements with the SEC) on a $4.0 million subordinated seller
note issued in connection with the Jens acquisition, which puts
the Company in default under the terms of the subordinated
seller note and have suspended interest payments (aggregating
$60,000 through the date of financial filing) on a $2.0 million
subordinated bank note issued in connection with the Jens
acquisition, which puts the Company in default under the terms
of the subordinated bank note. The holders of the subordinated
seller note and subordinated bank are precluded from taking
action to enforce the subordinated seller note without the
consent of the Bank Lenders.

The Company has made all outstanding principal and interest
payments on it's senior term debt to the Bank Lenders and
believes it will be able to continue to make such payments for
the foreseeable future based upon its current revenue and cash
flow forecasts. While there can be no assurances of maintaining
sufficient liquidity into the future, the Company believes it
does have sufficient current liquidity and will make every
effort to remedy the aforementioned defaults in order to comply
with provisions in the credit agreement and subordinated seller
and bank notes.

The Company is currently seeking refinancing and in connection
with any refinancing will seek to obtain a waiver and amendment
of the bank credit agreements which will waive past defaults,
eliminate the default interest rate and remedy other issues, in
order to be in compliance. However, there can be no assurance
that the Company will be able to obtain refinance any of its
debt, that an amendment and waiver will be obtained, or that the
lenders will not exercise their rights under the credit
agreements, including the acceleration of approximately
$18,000,000 million in debt. Accordingly, the bank debt and the
subordinated seller note are recorded as current liabilities on
the Company's financial statements. The acceleration of
outstanding debt or any action to enforce the Company's
obligations with respect to such debt would have a material
adverse effect on the Company.


AMERALIA INC: Dec. 31 Working Capital Deficit Stands at $15.6MM
---------------------------------------------------------------
Ameralia Inc., whose Natural Soda, Inc. subsidiary is developing
a sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin, reported a loss from operations
of about $361,000 for the quarter ended December 31, 2002, as
compared to a loss of about $937,000 recorded in the year-ago
period. Total net loss dropped to $484,000 for the year ending
December 31, 2002, from about $1.4 million a year earlier.

The Company's December 31, 2002 balance sheet shows total
current liabilities exceed total current assets by about $15.6
million, while total shareholders' equity has shrunk to just
about $1 million.

In its Form 10-QSB filed on February 21, 2003, the Company says,
"we do not have significant cash or other material assets, nor
do we have an established source of revenues sufficient to cover
our operating costs and to allow us to continue as a going
concern. We intend to complete our acquisition of the principal
assets of White River Nahcolite Minerals, LLC and obtain
financing for the acquisition through unaffiliated investors.
The Company will then be able to generate revenue through the
manufacture and sale of sodium bicarbonate products. And the
Company plans to maintain its relationships with individuals and
organizations, which may be needed for loan guarantees in order
to provide for which any additional financing needs which may
arise.

"We have continued to sustain our activities during the half
year ended December 31, 2002 and subsequently through the
continued support of our shareholders, creditors, vendors,
officers and our directors. Our primary source of support is
from our principal shareholder who has guaranteed a loan  
facility with the Bank of America, currently $9.9 million. In
addition, another shareholder and an affiliate have loaned us a
total of $1.9 million. As a result of our current liabilities of
almost $16,000,000 at December 31, 2002, we have a working
capital deficit of more than $15,500,000, a substantial portion
of which is past due and is being maintained as a result of the
forbearance of our creditors.

"This financial support has enabled us to pursue our objective
to establish AmerAlia in the production and sales of natural
sodium bicarbonate products. During January 2003, we signed a
definitive purchase agreement with IMC Global, Inc. to acquire
the principal assets of White River Nahcolite Minerals, LLC for
approximately $20.7 million. Our indirect wholly owned
subsidiary, Natural Soda AALA, Inc. will own and operate the
assets being acquired. The acquisition is anticipated to be
completed during February 2003 and is subject to normal closing
conditions, as well as reaching accommodation with certain of
our more significant creditors.

"In January 2003, we received a commitment letter from an
unaffiliated institutional investor to provide a total of $25.2
million financing. The investor will have the option to acquire
up to 50% of the common stock of the Company's subsidiary,
Natural Soda, Inc., which owns all of the common stock of
Natural Soda AALA, Inc. On February 10, 2003 we agreed an
amendment to the purchase agreement to extend the closing date
to February 20, 2003. The commitment letter was also extended by
the investor contingent upon the completion of the business
acquisition by February 20, 2003. The termination date of the
agreement was also amended to February 20, 2003, subject to an
extension to February 24, 2003."

AmerAlia Inc., through subsidiary Natural Soda, Inc., is
developing a sodium bicarbonate deposit on 1,320 acres of
federal land in Colorado's Piceance Creek Basin. The land,
leased through 2011, is estimated to contain about 300 million
tons of the mineral per square mile. AmerAlia has made a bid to
acquire White River Nahcolite Minerals, which holds an adjoining
lease covering more than 8,000 acres.  Sodium bicarbonate
(baking soda) is used in animal feed, food, and pharmaceuticals.
Its production byproducts (soda ash and caustic soda) are used
to make glass, detergents, and chemicals.


ANC RENTAL: Capital Group Int'l Discloses 3.80% Equity Stake
------------------------------------------------------------
In a regulatory filing dated February 10, 2003, Capital Group
International, Inc., a California company, discloses to the
Securities and Exchange Commission that it holds a 3.8% equity
stake in ANC Rental Corporation.

Capital Group International, Inc. is the parent holding company
of a group of investment management companies that hold
investment power and, in some cases, voting power over the
securities reported to the Securities and Exchange Commission.
The investment management companies, which include Capital
Guardian Trust Company, a bank as defined in Section 3(a)(6) of
the Act and an investment adviser registered under Section 203
of the Investment Adviser Act of 1940, provide investment
advisory and management services for their clients, which
include registered investment companies and institutional
accounts. Capital Group does not have investment power or voting
power over any of the securities reported.  However, by virtue
of Rule 13d-3 under the Act, Capital may be deemed to
"beneficially own" 1,731,430 shares or 3.8% of the 45,269,000
shares of ANC's Common Stock believed to be outstanding. (ANC
Rental Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUILA: Credit Facility Concerns Have S&P Lowering Rating to B+
---------------------------------------------------------------  
Standard & Poor's Rating Services lowered its corporate credit
and senior unsecured debt ratings on electricity and natural gas
distributor Aquila Inc., to 'B+' from 'BB' and placed its
ratings on CreditWatch with negative implications.

The rating action reflects concerns resulting from uncertainty
surrounding the extension of its bank credit facility and
waiver, which expire on April 12, 2003, reliance on asset sales
to reduce debt levels, and weak cash flows from non-regulated
operations.

Kansas City, Missouri- based Aquila has about $3 billion of
outstanding debt.

"As the date for extending or replacing its maturing credit
facility nears, Aquila has still not completed its negotiations
with the lenders," said Standard & Poor's credit analyst Rajeev
Sharma.

In particular, the renegotiated terms of the credit facility,
such as the provisions for security, remain undetermined at this
time. Should the waiver not be extended beyond April 12, 2003,
Aquila would face tremendous liquidity pressures, and with weak
cash flow from operations, Aquila would not have the ability to
repay its maturing debt obligations.

In order to shore up its balance sheet and reduce debt, Aquila
will need to continue to divest assets. However, weak market
conditions may lead to increased execution risks for future
asset sales, as evidenced by the delay in the sale of Avon
Energy Partners Holdings.

These near term concerns are exacerbated by depressed power
prices and negative spark spreads which will continue to be a
drag on Aquila's cash flow from operations on the regulated side
of the business. In addition, Aquila will face restructuring
expenses in 2003 as it continues its transition to a traditional
utility. This will lead to a further drain on cash flows.

Standard & Poor's will closely monitor the progress of the
negotiation of Aquila's credit facilities. The rating could be
lowered again or remain on CreditWatch if the refinancing does
not occur in a timely fashion or if the terms of the credit
facility are more onerous than expected. Standard & Poor's will
reassess the credit impact of refinancing actions, asset
sales, and management's strategy for stabilizing Aquila's
financial profile prior to resolving the CreditWatch listing.


AT&T CANADA: Canadian and U.S. Courts Clear Restructuring Plan
--------------------------------------------------------------
AT&T Canada Inc., announced that the Ontario Superior Court of
Justice and the U.S. Bankruptcy Court have both approved the
Company's Restructuring Plan at hearings held Tuesday. Having
secured the necessary creditor and court approvals, AT&T Canada
expects to emerge from CCAA proceedings on April 1, 2003, as an
independent company, with positive cash flow and net income, and
no long-term debt.

"Upon emergence from the CCAA process, our Company will have a
strong financial foundation from which to grow as a highly
competitive leader in the Canadian telecom marketplace," said
John McLennan, AT&T Canada's Vice Chairman and CEO. "We will be
well positioned to generate value for our new shareholders and
our customers, suppliers and employees.

"We are pleased that we are on schedule to complete the CCAA
process in less than six months, as planned, without any
disruption to our operations."

On February 20, 2003 the Company's Plan was approved by 91% of
the Company's bondholders and other affected creditors that
voted, representing 99% of the total value of affected claims
that were voted at the meeting.

Based on a scheduled Plan implementation date of April 1, 2003,
the anticipated record date for bondholders and other affected
creditors to receive a distribution under the Plan is March 25,
2003. AT&T Canada said that it intends to indicate by public
notice on or about March 26, 2003 the approximate amount of cash
and shares that will be distributed based on various assumed
claim levels to its bondholders and other affected creditors
upon implementation of the Plan. As stated previously, the
amount will be a pro-rata distribution of cash in an aggregate
amount which is estimated to be $240 million but not less than
$200 million.

In Tuesday's hearing, the Company also obtained an order from
the Court granting AT&T Canada and certain affiliates an
extension of its stay period under CCAA until implementation of
the Plan.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. Please visit AT&T Canada's web
site, http://www.attcanada.comfor more information about the  
Company.


AVAYA INC: Shareholders Approve Three Reverse/Forward Splits
------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks and services to businesses, announced
the results of votes associated with its annual shareholder
meeting held Tuesday in North Branch, N.J.

Shareholders approved three alternative options Avaya proposed,
giving the company the ability to institute a reverse/forward
stock split.  Shareholders approved 1-for-30, 1-for-40 and
1-for-50 reverse/forward stock splits.  The company said it
believes a reverse/forward stock split would significantly
reduce shareholder account expenses and give holders with fewer
than a minimum number of shares after the split an efficient
cost-effective way to cash-out their investments.

Avaya's shareholders also approved the 2003 Employee Stock
Purchase Plan. The plan allows Avaya employees to purchase Avaya
stock through payroll deductions.

Shareholders elected Bruce Bond, a former chairman and CEO of
PictureTel Corporation, and reelected Daniel Stanzione and
Ronald Zarella to the company's board of directors for three-
year terms.  At a board meeting following the annual meeting,
the board elected Anthony Terracciano and Hellene Runtagh to the
board.  Runtagh most recently was president and CEO of the
Berwind Group and Terracciano is a former chairman of Dime
Bancorp.

These members join Joseph Landy, Mark Leslie, Philip Odeen,
Paula Stern and Don Peterson, Avaya's CEO, on the company's
board of directors.

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.


AVITAR INC: Independent Auditors Express Going Concern Doubt
------------------------------------------------------------
Avitar, Inc., through its  wholly-owned subsidiary Avitar
Technologies, Inc., develops, manufactures, markets and sells
diagnostic test products and proprietary hydrophilic
polyurethane foam disposables fabricated for medical,
diagnostics, dental and consumer use.  During the first quarter
of Fiscal 2003, the Company  continued the development and
marketing of innovative point of care oral fluid drugs of abuse
tests, which use the Company's foam as the means for collecting
the oral fluid sample.  United States Drug Testing Laboratories,
Inc., a wholly-owned subsidiary of Avitar, operates a certified
laboratory and provides specialized drug testing services
primarily utilizing hair and meconium as the samples.  Through
its wholly-owned subsidiary, BJR Security, Inc., the Company
provides specialized contraband detection and education
services.

The Company has suffered recurring losses from operations and
has a working capital deficit as of December 31, 2002 of
$1,628,225.  The Company raised net proceeds aggregating
approximately $2,590,000 during the fiscal year ended September
30, 2002 from the sale of stock and the exercise of options and
warrants.  In addition, the Company received net proceeds of
approximately $1,127,000 from a long-term note payable. During
the three months ended December 31, 2002, the Company raised
approximately $125,000 from the sale of common stock.  Based
upon cash flow projections, the Company believes the anticipated
cash flow from  operations and most importantly, the proceeds
from future equity financings will be sufficient to finance the
Company's operating needs until the operations achieve
profitability.  There can be no assurances that forecasted
results will be achieved or that additional financing will be
obtained.

Sales for the three months ended December 31, 2002 were
$1,873,799 compared to $3,242,414 for the corresponding period
of the prior year. The reduction of $1,368,615, or approximately
42%, for the three months ended December 31, 2002 reflected the
decrease of approximately $1,600,000 in sales of its
OralScreenTM products to one major customer that was obligated
to fulfill the initial terms of its product purchase agreement
with Avitar during the quarter ended December 31, 2001;
partially offset by an increase of approximately $200,000 in
sales of products and services to other customers.

The Company had a net loss of $1,008,772 for the three months
ended December 31, 2002, as compared to net loss of $378,406 for
the three months ended December 31, 2001.

At December 31, 2002 and September 30, 2002, the Company had
working capital deficiencies of $1,628,225 and $901,757,
respectively, and cash and cash equivalents of $215,459 and
$503,204 respectively.  Net cash used in operating activities
during the three months ended December 31, 2002 amounted to
$364,905 resulting primarily from a net loss of $1,008,772, an
increase in inventories of $227,772; partially offset by
depreciation and amortization of $54,196, common stock for
services and interest of $93,750, a decrease in accounts
receivable of $192,485, a decrease in prepaid expenses and other
current assets of $94,951, a decrease in other assets of
$14,560, increases in accounts payable and accrued expenses of
$387,597 and an increase in deferred income of $34,100.  Net
cash provided by financing and investing activities during the
three months ended December 31, 2002 amounted to $77,160
proceeds from the sale of common stock and warrants of $125,000;
offset in part by the repayment of notes payable and long term
debt of $44,480 and purchases of property and equipment of
$3,360.

As a result of the Company's recurring losses from operations
and working capital deficit, the report of its independent
certified public accountants relating to the financial
statements for Fiscal 2002 contains an explanatory paragraph
stating substantial doubt about the Company's ability to
continue as a going concern. Such report states that the
ultimate outcome of this matter could not be determined as the
date of such report (November 26, 2002). There are no assurances
that the endeavors promulgated by management will be successful
or sufficient.


AZCO MINING: Seeking New Financing Arrangement to Continue Ops.
---------------------------------------------------------------
Azco Mining Inc., is a mining company incorporated in Delaware.  
Its general business strategy is to acquire, explore and develop
mineral properties.  The Company's principal assets are the 100%
owned Black Canyon Mica Project in Arizona and an interest in
the Piedras Verdes Project in Sonora, Mexico. The Company is  
currently focused on producing high quality muscovite mica and
feldspathic sand that is produced as a by-product of mica.

The Company has suffered recurring losses from operations and
the Company will require additional funds to continue
operations.  Management is actively seeking additional
financing; however, there is no assurance that these efforts
will be successful or on terms acceptable to the Company.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

During the first and second quarters of fiscal 2003, the Company
had been in discussions with a lender for a $15 million
financing in the form of equity and/or debt which would have
been used to expand and carry-out certain upgrades to its
processing facilities and to retire existing high interest rate
debt.  In late December, the potential lender withdrew from
these discussions. Accordingly, the Company has initiated
further efforts through its financial consultants to actively
seek alternate financing arrangements, including the possibility
of selling a substantial interest in the mica project.  In this
connection, discussions are ensuing with three potential sources
regarding a joint venture arrangement and several other sources
have been contacted.

The Company will need a minimum of $3 million of additional
funding during the remainder of calendar 2003 to support
production and marketing of its products. These requirements
include costs for general operating  purposes including planned
production, payments due on existing debt obligations (including
interest costs) and costs associated with the generation of
plastic pellets.  In order to achieve a level of planned
production necessary to achieve continued operations, the
Company will likely require additional funding over and above
the $3 million during 2003.

The  Company  anticipates  the expenditure of $3.5 million on
additional capital improvements.  These expenses will cover  
enhancements to the sand plant facilities including additional  
rare earth magnets and bagging equipment enabling it to sell a
much larger portion of its sand production into the stucco and  
high-end sand markets.

Azco Mining has several mica products inventoried and continues
its development of mica filled plastic  pellets in conjunction
with three manufacturers of reinforced plastics.  Azco has
recently initiated  production on an initial 2,000-pound order
for its mica filled polyethylene masterbatch.  The Company
anticipates that its current inventory of mica is sufficient to
support its continued plastics product  development until mica
and sand production is resumed.

There is no assurance that the Company can secure financing by
way of a joint venture or otherwise, and if at all, on terms
acceptable to the Company.  Should such financing not be
arranged within the next few months, then it is likely that the
Company will need to reassess the carrying value of its
production assets (which are currently recorded at historical
cost less any related depreciation) as the likelihood of
recovering their value would be diminished and a write-down of
these asserts may be appropriate.


BAM! ENTERTAINMENT: Wants to Transfer Listing to SmallCap Market
----------------------------------------------------------------
BAM! Entertainment, Inc., (Nasdaq: BFUN) has applied to NASDAQ
for a transfer to NASDAQ's SmallCap Market.

On February 18, 2003, BAM! applied for a transfer of its common
stock to the NASDAQ SmallCap Market, and the review period for
NASDAQ to approve or deny the application is up to approximately
three weeks. Until such time as the transfer application is
approved or denied, delisting proceedings will be stayed and
BAM!'s common stock will continue to be listed with the NASDAQ
National Market.

If approved, transfer of BAM!'s common stock to the NASDAQ
SmallCap Market will be effectuated. BAM! will be afforded a
grace period until May 19, 2003, to gain compliance with all
continued listing requirements of the SmallCap Market, including
the required minimum bid price of $1.00 per share over a period
of 30 consecutive trading days in order to maintain the listing
of its common stock on the SmallCap Market. If necessary, at
that date, BAM! may be eligible for an additional grace period
until November 13, 2003, to achieve compliance with the
referenced minimum bid price requirement. If BAM! regains
compliance with the NASDAQ National Market listing requirements
during either of the grace periods, it will be eligible to
transfer its common stock back to the National Market without
having to pay the initial listing fees.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc., is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly
traded on NASDAQ under the symbol BFUN. More information about
BAM! and its products can be found at the company's Web site
located at http://www.bam4fun.com  

                            *   *   *

In the company's SEC FORM 10-Q filing on November 11, 2002, BAM!
reported that "[D]uring the three months ended September 30,
2002, the Company used cash in operating activities of $2.3
million and incurred a net loss of $8.4 million. As of September
30, 2002, the Company had cash, cash equivalents and short-term
investments of $9.1 million and its accumulated deficit was
$32.0 million. The Company may not have sufficient cash to
continue operations for the next 12 months. In November 2002,
the Company initiated a restructuring of its operations.
Continued negative cash flows create uncertainty about the
Company's ability to implement its operating plan. In addition,
current market conditions present uncertainty as to the
Company's ability to secure financing, if needed, and to reach
profitability.

"If cash, cash equivalents and short-term investments, together
with cash generated from operations are insufficient to satisfy
the Company's liquidity requirements, the Company may seek to
raise additional financing or reduce the scope of its planned
product development and marketing efforts. However, there can be
no assurances as to the availability of additional financing,
the terms of such financing if it is available, or as to the
Company's ability to achieve positive cash flow from operations.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a
reasonable period of time.

"The financial statements do not include any adjustments
relating to the recoverability and classification of assets or
the amounts and classification of recorded liabilities that
might be necessary should the Company be unable to continue as a
going concern."


BAUSCH & LOMB: Declares Regular Quarterly Dividend
--------------------------------------------------
Bausch & Lomb (NYSE:BOL) declared a regular quarterly dividend
of 13 cents per share on the Common stock of the company.

The dividend is payable Tuesday, April 1, 2003, to shareholders
of record at the close of the business day on Friday, March 7,
2003.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, ophthalmic
surgical and pharmaceutical products. The company is advantaged
with some of the most respected brands in the world starting
with its name, Bausch & Lomb, and including SofLens, PureVision,
Boston, ReNu, Storz and Technolas. Founded in 1853 in Rochester,
N.Y., where it continues to have its headquarters, the company
had revenues of approximately $1.8 billion in 2002, and employs
approximately 11,500 people in more than 50 countries. Bausch &
Lomb products are available in more than 100 countries around
the world. Additional information about the company can be found
on Bausch & Lomb's Worldwide Web site at http://www.bausch.com

                         *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Bausch & Lomb completed a public offering of $150
million five-year senior notes with a coupon rate of 6.95
percent.

The company's effective cost of the offering was approximately
8.65 percent, which included the cost of the treasury rate hedge
instrument entered into in May 2002. The notes were rated BBB-
by Standard & Poor's Rating Services and Ba1 by Moody's
Investors Service. The offering represents the first offering
under the company's $500 million Shelf Registration filed with
the Securities and Exchange Commission in June 2002.


BOMBARDIER CAPITAL: S&P Hatchets Series 1998-C & 1999-A Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of Bombardier Capital Mortgage Securitization Corp.'s
senior/subordinated pass-through certificates series 1998-C and
1999-A.

The lowered ratings reflect the continued poor performance of
the underlying pools of manufactured housing loans that support
the certificates, as well as the resulting decrease in credit
enhancement available to cover future losses within both
transactions. Current loss projections for both deals
significantly exceed initial expectations as well as
expectations expressed in earlier reviews by Standard & Poor's.
After 50 months of performance, with a pool factor of 60.52%,
series 1998-C displays a cumulative net loss rate of 18.87% (of
the original pool balance), up from 10.75% in February 2002.
Similarly, series 1999-A, at 48 months of performance and a pool
factor of 63.07%, displays a cumulative net loss rate of 18.34%
(of the original pool balance), up from 10.77% in February 2002.
In the fourth quarter of 2001, Bombardier announced that it
was exiting the manufactured housing loan origination business.
This has negatively affected its dealer relationships, thus,
impairing its ability to liquidate repossessed collateral at
favorable recovery rates, increasing the loss severity of
liquidations. The 1998-C cumulative recovery rate has decreased
to its current level of 39.55% from 51.75% in February 2002,
while the 1999-A cumulative recovery rate has decreased to its
current level of 40.27% from 52.44% in February 2002.
Furthermore, the percentage of the collateral pool comprising
receivables that are 90 or more days delinquent is significant
at 12.03% for series 1998-C and 13.21% for series 1999-A, each
as a percentage of the current collateral balance.

Monthly excess spread has been insufficient to cover monthly net
losses, thereby causing overcollateralization for the 1998-C
transaction to be depleted in December 2001, while
overcollateralization in the 1999-A transaction was depleted by
January 2002.

At Bombardier Capital Inc.'s request, Societe Generale S.A.
issued letters of credit in November 2000 in the amount of
$16,639,562.50 for series 1998-C and $11,314,349.77 for series
1999-A in an effort to support the classes at their original
ratings. Once again, in August 2001, Societe Generale S.A. added
letters of credit to each deal at Bombardier's request in order
to support the classes at their original ratings, in the amount
of $15,299,000 for the 1998-C transaction and $11,816,000 for
the 1999-A transaction. As a result of the high losses
experienced by the collateral pools, each transaction has seen
significant draws on its letters of credit.

In March 2002, Standard & Poor's lowered its ratings on all
classes of the 1998-C and 1999-A transactions, reflecting the
continued deterioration of performance displayed by the
collateral pools.

Due to the steady deterioration in the performance of the
underlying collateral pools, coupled with the diminished credit
support available to support the transactions, Standard & Poor's
has lowered its ratings on the applicable classes of these two
transactions to their new levels.
   
                        RATINGS LOWERED
   
        Bombardier Capital Mortgage Securitization Corp.
        Senior/subordinated pass-thru certs series 1998-C
    
                          Rating
            Class     To          From
            A         BB+          AA
            M-1       B            A-
            M-2       CCC+         BBB
            B-1       CCC          BB
   
        Bombardier Capital Mortgage Securitization Corp.
        Senior/subordinated pass-thru certs series 1999-A
    
                          Rating
            Class     To          From
            A-2       BB          AA
            A-3       BB          AA
            A-4       BB          AA
            A-5       BB          AA
            M-1       B-          A-
            M-2       CCC+        BBB
            B-1       CCC         BB
            B-2       CCC-        B


BOUNCEBACK TECH.: Fund Insufficient to Meet Cash Requirements
-------------------------------------------------------------
BounceBackTechnologies.com, Inc., has no current sources of
revenue. Its technology subsidiary has essentially ceased all
operations, and as of December 31, 2002 its foreign subsidiary,
CRC Tunisia, had negative working capital of $1,748,210.
Accordingly, the Company anticipates no revenues until and
unless Lakes Gaming, Inc., (NASDAQ:  LACO) opens the Pokegon,
Michigan casino.  

As of December 31, 2002, the Company had a cash deficit
domestically of $38,407 compared to cash balance  available
totaling $36,120 as of September 30, 2002.  During the three
month period ended December 31,2002 and the same period ended
December 31, 2001, the Company received no management fees from
its foreign subsidiary, CRC of Tunisia.  Cash and cash
equivalents reflected on the Balance Sheet, including domestic
and foreign, totals $345,387 at December 31, 2002 compared to
$689,685 at September 30, 2002.  However, the cash held by the
Tunisian subsidiary is generally not available for repatriation,
and therefore may not be available to pay the Company's
operating expenses (other than those expenses of the Tunisian
subsidiary).

The Company received $500,000 bridge financing from a private
lender as of January 2, 2003.  This money will be utilized to
support the Company's short term operating needs.  Management
believes that current cash balances, which includes funds from
the $500,000 bridge loan, will not be sufficient to meet the
Company's currently anticipated cash requirements for its
operations for the next twelve months.  The Company's inability
to obtain funds from the private sales of securities, a loan
from a conventional lender, or discounting of certain
receivables would have a material adverse effect on the
Company's operating results, financial condition and ability to
satisfy long-term debt and continue as a going concern.

BounceBackTechnologies.com, Inc., is a Minnesota corporation
organized in 1969. The Company's ticker symbol for its common
stock is "BBTC.PK" and the common stock is traded on the NASD
OTC.

Prior to January 4, 2000, the Corporation conducted its business
under the name of Casino Resource  Corporation.  The name change
was to reflect the Company's intent to focus on marketing, sales
and  business solutions to the Internet and e-commerce
industries.  The Company acquired, through its 80% owned
subsidiary, all of the assets of Raw Data Inc., a privately
owned California company. Upon the acquisition on December 31,
1999, the Company changed the name of its 80%-owned subsidiary
to BounceBackMedia.com, Inc.  As BBM has been unable to generate
sufficient revenue to offset its fixed and variable expenses,
the Company is liquidating BBM's business operation.

The Company, through its 85%-owned subsidiary, CRC of Tunisia,
leases and operates a casino and 500-seat theatre in Sousse,
Tunisia, North Africa. The 42,000-square foot casino resort,
which opened October 18, 1997, has over 10,000 square feet of
gaming space with approximately 281 slot machines and 21 table
games.  CRC of Tunisia also operates a gourmet restaurant, gift
shop and additional food and bar service on the property.

CRC of Tunisia received notice of an assessment from the
Tunisian Department of Finance totaling $4.6 million dinars
relating to unpaid gaming taxes, a slot assessment tax and an
income tax adjustment. The Company is in the process of
appealing this assessment.  Additionally, CRC of Tunisia
initiated arbitration proceedings against its casino lessor.  
All rent payments due the lessor are being accrued  subject to a
settlement by the arbitration panel. Lastly, CRC of Tunisia has
been negatively impacted by  Tunisia's decline in tourism
subsequent to September 11, 2001 due to growing uncertainties of
the political environment, global economic slowdown and
increased competition in the international market.  Given the
geopolitical climate, the Company can make no assurances that
CRC of Tunisia will generate  sufficient revenues in the future
to maintain its casino operation.

Given the financial condition of the Company, the Company could
not afford to retain its independent  accountant for the audit
of the 2002 financial statements, and a review of the three-
month period ended  December 31, 2002.  The Company's
independent accountant resigned February 18, 2003 as he was not
retained by the Company to perform an audit for fiscal year end
September 30, 2002. As the auditor was not engaged by the
Company for Fiscal 2002, he indicated that he had no reason to
remain auditor of record. The Company, upon additional funds,
intends to engage a new independent accountant to perform an
audit on fiscal year ended September 30, 2002, and a review of
the three-month period ended December 31, 2002. The Company has
indicated that it will retain this auditor as soon as it has
acquired the resources to do it.


BRILL MEDIA: Completes Sale of 12 Radio Stations to Regent
----------------------------------------------------------
Regent Communications, Inc., (Nasdaq: RGCI) has completed the
previously announced acquisition of 12 radio stations from Brill
Media Company LLC, and related debtor entities, in connection
with Brill Media's federal bankruptcy proceeding. As previously
disclosed, Regent paid $62 million in cash for the assets.

Terry Jacobs, Chairman and Chief Executive Officer, commented,
"This transaction will enhance our long-term future growth and
was done on attractive financial terms. Further, we continue to
maintain one of the strongest balance sheets in the industry and
have the flexibility to pursue transactions which enhance our
long-term growth potential."

The 12 radio stations included in Tuesday's acquisition are
WIOV-FM and WIOV-AM serving Lancaster-Reading, PA; WBKR-FM,
WKDQ-FM and WOMI-AM serving the Evansville, IN and Owensboro, KY
markets; KTRR-FM, KUAD-FM and KKQZ-FM serving Fort Collins-
Loveland-Greeley, CO; and KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM
serving Duluth, MN.

Regent Communications is a radio broadcasting company focused on
acquiring, developing and operating radio stations in middle and
small-sized markets. Upon the close of all announced
transactions, Regent will own and operate 75 stations located in
17 markets. Regent Communications, Inc. shares are traded on the
Nasdaq under the symbol "RGCI."


BROADWING INC: Selling Broadband Assets to C III for $129MM
-----------------------------------------------------------
Broadwing Inc., (NYSE:BRW) has reached an agreement to sell the
assets of its broadband business, Broadwing Communications
Services Inc., including the Broadwing name, to privately held C
III Communications, LLC, for $129 million in cash. Under terms
of the agreement, C III Communications will assume certain long-
term operating liabilities of Broadwing Communications Services
Inc., will continue providing services to customers, and will
retain current employees. The asset purchase agreement was
signed after approval by the companies' boards and is subject to
customary closing conditions, including approval by the Federal
Communications Commission and relevant state public utility
commissions.

C III Communications' investors include Cequel III, LLC, an
investment and management company based in St. Louis, Missouri,
and Corvis Corporation, a telecommunications equipment provider
based in Columbia, Maryland. Broadwing Inc. will retain a
minority interest in C III Communications. Cequel III will take
the lead in supervising the management of the new company, which
will continue to do business under the Broadwing name.

"This announcement represents a significant step forward in our
five-point restructuring plan, especially given our commitment
to strengthening our financial position and reducing debt," said
Kevin Mooney, Broadwing's Chief Executive Officer. "We continue
to work toward other key objectives, including renegotiating our
current bank credit facility and closing our previously
announced $350 million financing commitment."

Broadwing Inc.'s local communications subsidiary, Cincinnati
Bell, will remain a customer of Broadwing Communications
Services Inc. under its new ownership. Cincinnati Bell will
continue to market Broadwing Communications' broadband products
to business customers and sell long distance services, under the
Cincinnati Bell Any Distance brand, to residential and business
customers in the Greater Cincinnati market.

"The assets of Broadwing Communications will provide C III
Communications with a significant opportunity to bring the
benefits of a nationwide next-generation telecommunications
network to our growing number of enterprise and carrier
customers. The unique advantages of the world's first
intelligent, all-optical switched network will also enable the
company to develop new market opportunities in the telecom,
cable and wireless industries," said Jerald L. Kent, President
and Chief Executive Officer of Cequel III. "With a newly
capitalized and debt-free structure, we will have the
opportunity to greatly expand market presence, while retaining
the employees and continuing to provide unparalleled,
uninterrupted service to our customers. It is a sound strategic
fit with the investments Cequel III has made to date and those
we hope to make in the future."

"We believe this is an attractive investment that offers
promising returns and financial diversification," said Lynn
Anderson, Senior Vice President, Chief Financial Officer and
Treasurer, Corvis Corporation. "Corvis offers industry-leading,
next-generation optical networking solutions to global
carriers."

The assets acquired by C III Communications include 18,700
recently completed route miles of the latest generation of fiber
optic cables; the industry's only true intelligent, all-optical
switched network; a state-of-the-art network operations center;
and all the other network elements necessary to provide state-
of-the-art integrated and managed broadband telecommunications
services. Through these assets, Broadwing Communications
Services Inc. provides managed network solutions and broadband
telecommunications services to more than 1,000 corporate
customers in 137 of the top 150 markets in the United States;
broadband transportation services to major telecommunications
carriers; and long-distance telecommunications services to more
than 150,000 customers.

"For our customers and employees, this transaction provides
continuity and consistency," said Bob Shingler, President,
Broadwing Communications. "Our expanding set of leading business
and carrier accounts can be assured that Broadwing employees
will continue to provide the high-quality products and services
they have come to expect, backed by our unparalleled commitment
to customer service and support."

Lehman Brothers acted as the lead financial advisor with Banc of
America Securities as co-advisor to Broadwing Inc.

Broadwing Inc., (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications is an industry leader as the
world's first intelligent, all-optical, switched network
provider and offers businesses nationwide a competitive
advantage by providing data, voice and Internet solutions that
are flexible, reliable and innovative on its 18,700-mile optical
network and its award-winning IP backbone. Cincinnati Bell is
one of the nation's most respected and best performing local
exchange and wireless providers with a legacy of unparalleled
customer service excellence. For the second year in a row,
Cincinnati Bell was ranked number one in customer satisfaction
by J.D. Power and Associates for local residential telephone
service and residential long distance among mainstream users. It
also received the number one ranking in wireless customer
satisfaction in its Cincinnati market. Cincinnati Bell provides
a wide range of telecommunications products and services to
residential and business customers in Ohio, Kentucky and
Indiana. Broadwing Inc., is headquartered in Cincinnati, Ohio.
For more information, visit http://www.broadwing.com

Cequel III was founded in January 2002 as a privately held
company. Its mission is to acquire or invest in, and
subsequently to manage, growth-oriented firms in the
telecommunications and cable industries, focusing on those
companies that offer platforms for future acquisitions and
industry consolidation. In May 2002, Cequel III made equity
investments in and assumed management of AAT Communications
Corporation, which owns or manages more than 6,000 tower sites
across the United States, leasing tower space for wireless voice
and data services to a broad tenant base. On February 12, 2003,
Cequel III announced that it had assumed management of and
agreed to invest in Classic Communications, a cable provider
with 325,000 subscribers. On February 21, Cequel III announced
that, subject to regulatory approvals and customary closing
conditions, it had entered into an agreement with certain
affiliates of Shaw Communications, Inc., to purchase that
company's Texas-based cable systems, which serve approximately
27,000 customers.

From point-to-point links to all-optical networks to
transoceanic systems, Corvis Corporation delivers innovative
optical network solutions that drive carrier profitability
faster than any other vendor. Headquartered in Columbia, MD,
Corvis provides carriers with scalable optical networking
solutions and services that dramatically reduce the overall
expenses associated with building and operating networks.
Carriers deploying Corvis' optical network solutions can
provision new wavelength-based services and tailor dynamic
service-level agreements for rapid revenue generation. For more
information about Corvis, please visit its Web site
http://www.corvis.com

                         *    *    *

As reported in Troubled Company Reporter's December 10, 2002
edition, Standard & Poor's lowered its corporate credit and bank
loan ratings of integrated telecommunications services provider
Broadwing Inc., to 'B-' from 'BB'. The downgrade reflects a
potential liquidity shortfall starting in the second half of
2003 and the increased risk of bank covenant violation if the
company's long-haul data subsidiary, Broadwing Communications
Inc., continues to perform below expectations in the absence of
an amendment to Broadwing's bank credit agreement.

The ratings on Broadwing and its subsidiaries remain on
CreditWatch with negative implications. At the end of September
2002, the Cincinnati, Ohio-based company's total debt was about
$2.5 billion.


CAPITOL SOAP CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Capitol Soap Corporation
        310 Colfax Avenue
        Clifton, New Jersey 07013-0000

Bankruptcy Case No.: 03-14221

Type of Business: Hand Soap, Sweeping Compounds, Laundry
                  Detergents, Absorbents, Degreasers

Chapter 11 Petition Date: February 6, 2003

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Thomas K. Hynes, Esq.
                  PO Box 1039
                  525 Palmer Avenue
                  Maywood, NJ 07607
                  Tel: 201-843-4344
                  (Bergen Co.)      

Estimated Assets: $1 to $10 million

Estimated Debts: $500,000 to $1,000,000


CEYONIQ INC: Successfully Emerges from Financial Reorganization
---------------------------------------------------------------
CEYONIQ, Inc., has successfully emerged from the financial
reorganization process by selling its assets at a court-approved
sale on February 24. The company's assets were purchased in
entirety today by a private investor. CEYONIQ has emerged from
financial reorganization less than three months since the
company first announced that it was voluntarily initiating the
process on December 5, 2002.

David E. MacWhorter, who steered the company safely through the
process, will remain president and chief executive officer of
the 17 year-old company, which will also retain all of its
employees. MacWhorter emphasized, "We are proud to have
successfully completed this process in just three short months.
It was necessary for CEYONIQ to utilize the financial
reorganization process to restructure our balance sheet, not to
alter our operations. We've strengthened our balance sheet and
our ability to invest in our brands and achieve our business
objectives. As a result, our Company will continue to provide
premier solutions and first-rate service to our many financial
customers and be a reliable partner for our suppliers. The
success of our financial reorganization is a credit to many
people -- both within the company and outside -- who worked
extremely hard and demonstrated considerable willingness to
cooperate in order to achieve a positive outcome. We are
grateful for their effort, and I am very pleased that we have
emerged from financial reorganization as an independent,
stronger and even more competitive enterprise."

In a December 5, 2002 CEYONIQ communication, MacWhorter
indicated that CEYONIQ initiated the financial reorganization to
manage the financial liabilities stemming from its former parent
company's -- CEYONIQ AG -- insolvency in April 2002.

MacWhorter added, "We believe this sets the stage for our
company's future progress. We have an exciting and positive year
ahead of us and much to be thankful for, including our valued
customers, partners, suppliers, and employees. With nearly 2,000
customer contracts, our on-going company-wide goal is to make
serving our customers' needs our primary focus and top
priority."

Greg Rowland, vice president of Peoples First Community Bank,
offered his support to the company as it emerged from the
reorganization process, "We have been pleased by the way that
CEYONIQ has handled the financial reorganization process and
communicated with us throughout. The first-rate service and
solutions we have always received from CEYONIQ have remained
unchanged during this period. I've even continued to upgrade my
system and continued to work with CEYONIQ for beta testing of
new solutions." This is further supported by Glenn Rust,
executive vice president of Sterling Bank, "For the past eight
years we have had solid service, support and personal attention
from CEYONIQ. We've looked around, and there is no doubt that
CEYONIQ is a premier provider of business solutions and services
to financial organizations."

MacWhorter concluded, "As always, I appreciate our customers',
suppliers', and employees' loyalty and support. Their faith and
commitment to CEYONIQ's solutions, services and team are
critical to our success. All of us here at CEYONIQ are committed
to leading our North American business operations toward a
brighter future."

CEYONIQ will provide additional communications regarding the
company's future progress to all interested parties. The
Company's website contains regular company updates and can be
viewed at: http://us.ceyoniq.com/finanreorg If you have a  
specific question regarding CEYONIQ's emergence from the
financial reorganization process, you may also call
1.800.860.2260.

CEYONIQ, Inc., is a provider of software solutions and services
that help companies to increase the value of their customer
relationships. CEYONIQ's integrated solution and services
portfolio includes USA PATRIOT Act Compliance, document
management, imaging, loan process automation, signature card
verification, statement services, and deposit operations
solutions, as well as application services and disaster recovery
services. With a proven track record of more than 2,000 customer
contracts in North America, the company's goal is to enable the
success of organizations by providing financial solutions that
deliver the right information to the right people at the right
time. To learn more about CEYONIQ, Inc., and its solutions,
visit http://us.ceyoniq.com


CHASE MORTGAGE: Fitch Drops Class B4 P-T Certs. to Default Level
----------------------------------------------------------------
Fitch Ratings lowers the ratings of the following Chase Mortgage
Finance Trust, Mortgage Pass-Through Certificate:

    Chase 1999-S15

    -- Class B3 ($424,679 outstanding), rated 'BB', placed on
       Rating Watch Negative;

    -- Class B4 ($215,404 outstanding) downgraded to 'D' from
       'CCC'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Feb. 25, 2003
distribution:

Chase 1999-S15 remittance information indicates that 4.42% of
the pool is over 90 days delinquent, and cumulative losses are
$333,241 or 0.27% of the initial pool. Class B4 and class B3
currently have 0.00% and 1.01% of credit support remaining,
respectively.


CHESAPEAKE ENERGY: Fitch Affirms BB- Rating on Sr. Unsec. Notes
---------------------------------------------------------------
Fitch Ratings affirmed the 'BB-' rating of Chesapeake Energy's
senior unsecured notes. Fitch maintains the 'BB+' rating on its
senior secured bank facility and 'B' rating on its convertible
preferred stock. The Rating Outlook for Chesapeake has been
changed to Positive.

Chesapeake Energy announced on February 24, 2002 that it had
agreed to acquire $530 million of Mid-Continent natural gas
assets in two transactions. From El Paso Corporation, Chesapeake
is acquiring an internally estimated 328 billion cubic feet of
gas equivalent 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 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. 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. These transactions follow on the heels of
Chesapeake's $300 million acquisition of Mid-Continent gas
assets from ONEOK, which was completed earlier this month.

The ratings reflect the conservative nature in which the
transactions have been funded, Chesapeake's long-lived, focused
natural gas reserve base and its modest but improving credit
profile. The company intends to finance the acquisitions of the
El Paso and Vintage properties by issuing a combination of
equity and long-term debt. The acquisition of ONEOK properties
was also financed in a balanced manner with $150 million of
equity and $150 million of debt. Additionally, Chesapeake's
proved reserves, pro forma for the latest acquisition are nearly
2.75 Tcfe, which provide a reserve life of close to 12 years.
Furthermore, approximately 91% 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. Management has
suggested that April 2003 production rate will be approximately
640 mmcfe per day approximately 19% greater than daily
production during the 4th quarter of 2002.

Chesapeake has generated credit metrics consistent with its
rating over the last 12 months. Interest coverage for the year
ended Dec. 31, 2002, was approximately 4.4 times and debt-to-
EBITDA was approximately 3.2x. Chesapeake's present debt on both
an absolute ($1.9 billion pro forma for the proposed offering)
and a proven barrel of oil equivalent ($4.32 per BOE pro forma
for the acquisitions and bond offering) basis is high for the
rating.

The positive rating outlook is based on several factors
including the size of Chesapeake's reserve base, which has
increased 54% since 2001. Moreover, CHK has demonstrated its
willingness to grow in a balanced manner in recent transactions
as it issued $164 million in equity in 2002. Lastly, its strong
hedge position for 2003 will likely help it achieve some
financial targets. Approximately 55% of its natural gas
production is hedged at $4.70 per mcfe and 90% of its oil
production is hedged at $27.78. To get the rating outlook
resolved, Fitch Ratings would like to see production goals met
and decreased lease operating expenses per mcfe following the
acquisition of the very low cost assets from El Paso. Fitch
Ratings would also feel more comfortable in making an upgrade if
CHK were to make progress at hedging 2004 natural gas production
above $4 per mcf and proceed at reducing CHK's debt per mcfe
level which currently stands at $0.72 per mcfe pro forma for the
recent acquisitions and likely debt issuance.

Chesapeake is an Oklahoma City-based company whose primary focus
is the exploration, production and development of natural gas.
Chesapeake began operations in 1989 and completed its initial
public offering in 1993. Its proved reserves are predominantly
natural gas (91%), mostly proved developed (71%), and are based
in North America. Its operations are concentrated in the Mid-
Continent, the Gulf Coast and the Permian Basin. The company has
been active in increasing its natural gas reserve base by making
acquisitions within its core areas of operation as well as
through the drillbit.


COGECO CABLE: Weak Credit Measures Spur S&P's BB+ Credit Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on cable
operator Cogeco Cable Inc., due to relatively weak credit
measures that were not in line with the rating category. The
long-term corporate credit rating was lowered to 'BB+' from
'BBB-', and the ratings on the company's first-priority senior
secured debt were lowered to 'BBB-' from 'BBB'. The outlook is
stable.

Negative free cash flows, driven by acquisitions in 2000 and
2001 and capital expenditures associated with system upgrades
and new services, resulted in increased leverage, while at the
same time, heightened competition eroded EBITDA margins and
weakened the Montreal, Quebec-based company's business profile.

"Although in the past year Cogeco Cable made some progress in
improving margins and free operating cash flows, we do not
expect its financial profile will improve to historical levels
in the medium term," said Standard & Poor's credit analyst
Barbara Komjathy.

Cogeco Cable generated C$449.5 million of revenues and C$173.7
million of lease-adjusted EBITDA during the 12 months ended Nov.
30, 2002, and had C$926.1 million of lease-adjusted total debt
outstanding at the end of the period.

The ratings on Cogeco Cable reflect the company's relatively
strong business position as Canada's fourth-largest cable
company with close to 840,000 basic subscribers, as well as its
fairly moderate overall financial policy. These factors are
tempered by fierce competition in the Canadian broadcast
distribution industry, as reflected by the company's basic
subscriber losses and continued pressure on operating margins.

The stable outlook reflects Standard & Poor's expectations that
following the completion of its system upgrades, Cogeco Cable
will be able to minimize basic subscriber losses through
bundling new services and other business strategies. In
addition, EBITDA margins are expected to remain at about 40%,
with gradual improvement in free cash flow generation in the
medium term.

Standard & Poor's expects the company's financial policy will
remain moderate. Lease-adjusted total debt levels increased to
C$926.1 million as of November 30, 2002, reflecting continued
slight negative free cash flow generation. Credit measures are
inline with the ratings category, with lease-adjusted EBITDA
interest coverage of 2.6x and total debt to EBITDA of 5.3x for
the 12 months ended Nov. 30, 2002. Cogeco Cable's capital
expenditures declined by 10.6% in 2002 to C$149.4 million, with
gradual declines anticipated in the medium term. The company is
expected to become free cash flow positive in 2004.


CONSECO FINANCE: Debtor-Units Want to Extend Schedules Filing
-------------------------------------------------------------
The Conseco Finance Corporation Subsidiary Debtors ask Judge
Doyle for more time to file their Schedules of Assets and
Liabilities and Statements of Financial Affairs.  The CFC
Subsidiary Debtors have about 4,700 creditors.  Because
prepetition invoices have not been received or entered into the
CFC Subsidiary Debtors' financial accounting systems and the
significant chunk of time it takes to prepare Schedules and
Statements, the documents have been started but are not yet
finished.

Thus, the CFC Subsidiary Debtors ask the Court to extend their
deadline to file their Schedules and Statements to 60 days after
their Petition Date or April 5, 2003. (Conseco Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CONSECO INC: Wants Approval to Implement Senior Management KERP
---------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the
Court that Conseco Inc., and its debtor-affiliates' retention of
its senior management personnel is critical to successfully
operate their businesses.  The Debtors consider Senior
Management executives to be one of their most valuable assets.  
These key senior executives are:

   -- Edward M. Berube, President and CEO of Bankers Life;
   -- Eugene M. Bullis, Executive V.P. and CFO of Conseco Inc;
   -- Charles H. Cremens, President and CEO of CFC;
   -- Elizabeth C. Georgakopoulos, President of CIG;
   -- Eric R. Johnson, Chief Restructuring Officer of CCM; and
   -- William J. Shea, President and CEO of Conseco.

They possess unique skills, knowledge and experience that are
vital to the Debtors' enterprises and, in many cases,
impracticable to replicate.  They are very familiar with the
Debtors' operations and the difficult circumstances under which
they are operating.

The continued employment, dedication and motivation of Senior
Management are essential to preserve the value of the Debtors'
estates.  Only they can ensure the continued prosperity of the
Debtors' ongoing businesses.

Prior to the Petition Date, the Debtors engaged Towers, Perrin,
Forster & Crosby, Inc. to advise them on the development of a
Senior Management Key Employee Retention Program.  This will
ensure the executives that they will be rewarded for their
dedicated service during the Debtors' reorganization.

The Senior Management KERP has three components:

   a) 2002 Annual Incentive Bonus;
   b) Emergence Bonus; and
   c) Severance.

The cost of the Annual Incentive component is expected to reach
$4,776,000 for the 2002 review year.  The Emergence Bonus will
be paid when the Debtors emerge from Chapter 11.  It is
anticipated to reach $4,476,000.

The Debtors will pay Severance Benefits to Senior Management
executives in the event they are terminated without cause.
However, each executive must sign a separation agreement
containing non-compete, release and non-disparagement provisions
prior to receiving any severance benefits.

The Debtors expect to pay these bonuses:

   Executive       2002 Bonus   Emergence   Severance
   ---------       ----------   ---------   ---------
   Berube          $660,000     $660,000    $3,940,000
   Bullis           600,000      600,000     2,400,000
   Cremens          900,000      600,000     2,100,000
   Georgakopoulos   450,000      450,000     2,650,000
   Johnson        1,166,000      700,000     1,900,000
   Shea           1,000,000    1,000,000     6,250,000
(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.


CREDIT STORE: Converts Case to Chapter 7 Liquidation
----------------------------------------------------
The Credit Store, Inc., voluntarily threw in the towel and the
Honorable Judge Irvin N. Hoyt orders that the Debtor's chapter
11 case is converted to a liquidation under Chapter 7 of the
U.S. Bankruptcy Code.  The Judge signed the conversion order on
February 4, 2003, and directed the U.S. Trustee to appoint a
chapter 7 panel trustee (unless creditors want to vote to
install a specific person as the trustee) to oversee the
liquidation and wrap-up of the Debtor's business and financial
affairs.

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.  
The Company filed for chapter 11 protection on August 15, 2003,
and converted its case to a chapter 7 liquidation on February 4,
2003.  The case number is 02-40922 and the case pends before the
U.S. Bankruptcy Court for the District of South Dakota.  Mark E.
Andrews, Esq., at Neligan Tarpley, Andrews & Foley, LLP
represents the Debtor as it winds down its operation.  When the
Company filed for protection from its creditors, it listed $68
million in assets and $69 million in debts.


DELTA AIR: CEO Outlines Three-Point Plan for Industry Survival
--------------------------------------------------------------
The federal government should assume aviation security costs
immediately as a matter of national defense, lower air travel
taxes and enable appropriate industry restructuring, while
airlines heighten their cost reduction efforts, Delta Air Lines
(NYSE: DAL) Chairman and CEO Leo F. Mullin told attendees during
remarks Tuesday before the Economic Club of Chicago.

"An industry structure that does not allow financial success for
most of its participants can no longer be allowed to prevail,"
said Mullin. It is possible, Mullin asserted, for carriers that
are currently solvent to survive, but only if three major
actions are undertaken immediately. The three-point plan
includes:

1 - Airlines must continue cost reduction efforts.

"Airlines must continue a program of cost reductions that
outsizes any undertaken in its history, fundamentally
restructuring the way we do business internally," Mullin stated.
Employee numbers have already been reduced, said Mullin, and
labor contracts are being reopened at most airlines. Airlines
also need support from suppliers, financial organizations and
airport operators, he added.

2 - Government should assume aviation security costs, lower
    taxes/fees.

The government should re-set policies that are financially
punishing the airline industry, Mullin said. Government-imposed
security changes had an approximately $4.3 billion negative
impact on the industry.

"These costs are appropriately part of national defense.
Airlines, like all other industries, should be released from
this unique burden," Mullin said. "For our industry to recover,
the government must remove both the unique burden of national
security costs and the punishing level of taxation that continue
to hobble the airlines' self-help efforts."

3 - Government should enable appropriate restructuring.

The government should enable appropriate industry restructuring
to take place, as well as possible mergers, alliances, or asset
sales among the various carriers in the industry. "All
governmental assumptions about appropriate industry stimulus
need to be re-examined," said Mullin.

"I strongly believe that this three-step program can and will
bring the industry back to its feet," said Mullin. "Decision
makers, particularly in the public sector, know full-well that
our country crucially needs a vibrant aviation system to serve
as the engine for a healthy economy."

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,619 flights each day to 438 destinations in
78 countries on Delta, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please go to delta.com.

Delta Air Lines' 10.375% bonds due 2022 are currently trading at
about 65 cents-on-the-dollar.


DIAMETRICS MEDICAL: Transfers Listing to Nasdaq SmallCap Market
---------------------------------------------------------------
Diametrics Medical, Inc., (Nasdaq:DMED) said that the listing of
its securities were transferred to the Nasdaq SmallCap Market,
effective Wednesday, February 26, 2003, at the opening of
trading.

On January 9, 2003, the company had received a Nasdaq Staff
Determination indicating that the Company did not comply with
the minimum stockholders' equity requirement for continued
listing on the Nasdaq National Market set forth in Marketplace
Rule 4450(a)(3), and that its securities were subject to
delisting from that market. The Company subsequently applied and
received approval to transfer the listing of its securities to
the Nasdaq SmallCap Market. The Company's common stock will
continue to trade under the ticker "DMED", and the move should
not affect how shares are bought or sold.

Diametrics Medical is a leader in critical care technology. The
company is dedicated to creating solutions that improve the
quality of healthcare delivery through products and services
that provide immediate, accurate and cost-effective time
critical blood and tissue diagnostic information. Primary
products include the IRMA(R)SL point-of-care blood analysis
system; the Trendcare(R) continuous blood gas monitoring system,
including Paratrend(R) and Neotrend(R) for use with adult,
pediatric and neonatal patients; the Neurotrend(R) cerebral
tissue monitoring system; and the Integrated Data Management
System (idms). Additional information is available at the
company's Web site, http//www.diametrics.com

                         *     *     *

               Liquidity and Capital Resources

At September 30, 2002, the Company had working capital of
$1,847,979, a decrease of $10,028,477 from the working capital
reported at December 31, 2001. The decrease is impacted
primarily by the reclassification of $7.3 million of Convertible
Senior Secured Fixed Rate Notes due August 4, 2003 from long-
term to current liabilities, the year-to-date net loss before
depreciation and amortization and other noncash charges of
approximately $2,093,494 and purchases of property and equipment
of approximately $589,944.

Net cash used in operating activities totaled $4,024,355 for the
nine months ended September 30, 2002, compared to net cash
provided of $298,945 for the same period in 2001. This was the
result of net losses of $4,364,767 and $3,079,442 for these same
periods in 2002 and 2001, respectively, adjusted by changes in
operating assets and liabilities, primarily accounts receivable,
inventories, accounts payable, accrued expenses and deferred
credits and revenue, discussed below.

Net accounts receivable increased $237,181 for the nine months
ended September 30, 2002, compared to a $1,651,278 decrease for
the same period in 2001. A significantly larger accounts
receivable balance existed at December 31, 2000 relative to
December 31, 2001, resulting in higher accounts receivable
collections in the first nine months of 2001, facilitated by the
Company's success in achieving reductions in days sales
outstanding during 2001. Further improvements were achieved in
days sales outstanding during the first nine months of 2002;
however, these improvements had a smaller impact on the amount
of accounts receivable collections. As previously noted, the
$2.7 million cash payment from Philips made in lieu of minimum
product purchases was included in the Company's accounts
receivable balance at September 30, 2002, but did not
significantly affect the comparability of balances between
periods.

Inventories increased $315,462 for the nine months ended
September 30, 2002, compared to a decrease of $26,257 for the
same period in 2001. The increase in 2002 was primarily driven
by Philips' election to make a $2.7 million cash payment to the
Company in lieu of product purchases in the third quarter. The
decline in 2001 was primarily due to higher inventory
consumption stemming from increased product sales. The Company's
inventory balances are expected to generally decline over the
remainder of 2002 as inventory purchases are expected to be
lower than fourth quarter sales requirements.

Accounts payable and accrued expenses increased $328,729 for the
nine months ended September 30, 2002, compared to a decrease of
$1,481,963 for the same period in 2001. The accounts payable
balance at December 31, 2000 was approximately $836,000 higher
than at December 31, 2001, resulting in higher payments to
vendors during the first nine months of 2001. The increase in
2002 is further impacted by an accrual for noncancelable
purchase commitments for excess instrument component parts of
approximately $503,000 and unpaid severance accruals of
approximately $260,000.

Deferred credits and revenue decreased $1,583,333 for the nine
months ended September 30, 2002, compared to an increase of
$1,303,585 for the same period in 2001. The increase in 2001
represents the receipt of $3 million of prepaid research and
development funding from Philips ($2 million of which was
accelerated), partially offset by the recognition of a portion
of this funding. The decrease in 2002 represents the recognition
of funding from Philips for research and development costs and
no additional prepaid funding received.

Net cash provided by investing activities totaled $165,697 and
$5,352,626 for the nine months ended September 30, 2002 and
2001, respectively. This change was affected primarily by the
amounts and timing of funding received from Philips and
operating cash flow requirements, which all affected the amount
of cash available for the purchase of marketable securities.
Purchases of property and equipment, totaling $589,944 in 2002
and $928,035 in 2001, also affected net cash used in investing
activities in each period. In 2002, the Company expects capital
expenditures and new lease commitments to approximate $750,000,
primarily reflecting investments to support new product
development and production.

Net cash used by financing activities totaled $60,140 for the
nine months ended September 30, 2002, compared to net cash
provided by financing activities of $295,363 for the same period
in the prior year. The period-to-period change was primarily
impacted by net proceeds from borrowings of $92,592 in 2001,
compared to net principal payments on borrowings of $190,574 in
2002 and a reduced amount of proceeds from employee stock plans
during the 2002 period.

As a result of the changes discussed above, the Company's total
cash and marketable securities balance decreased by
approximately $4.8 million and $550,000 during the nine months
ended September 30, 2002 and 2001, respectively. Inventory
availability at the end of the second quarter 2002 and the $2.7
million payment from Philips in lieu of minimum product purchase
requirements in the third quarter allowed a reduction in
inventory purchases for third and fourth quarter production
requirements, resulting in the generation of positive cash flows
for the three months ended September 30, 2002. The impact on
cash of lower required inventory purchases is expected to
continue into the fourth quarter, and consequently, the rate of
net cash usage during the fourth quarter is expected to be
minimal. The Company is monitoring its cash position carefully
and is evaluating its future operating cash requirements in the
context of its strategy, business objectives and expected
business performance. As part of this, the Company is currently
reviewing various options for raising additional capital,
including the use of asset-based credit and the issuance of debt
or equity securities. Additionally, the full principal balance
of the Company's $7.3 million Convertible Senior Secured Fixed
Rate Notes becomes due August 4, 2003, unless the note holders
elect prior to that date to convert the notes into shares of the
Company's Common Stock at a conversion price of $8.40 per share.
The Company is currently discussing with the note holders a
potential extension of the notes under modified terms. If the
note holders do not elect to extend the due date or exercise the
conversion option, the Company plans to refinance the notes with
debt or equity to the extent cash flows from operations or
partnering activities are not sufficient to retire the notes.
There is no assurance that the Company will be able to refinance
the notes or be able to refinance under favorable terms. The
Company's long-term capital requirements will depend upon
numerous factors, including the impact of changes in
distribution relationships and methods on sales, the rate of
market acceptance of the Company's products, the level of
resources devoted to expanding the Company's business and
manufacturing capabilities, and the level of research and
development activities. While there can be no assurance that
adequate funds will be available when needed or on acceptable
terms, management believes that the Company will be able to
raise adequate funding to meet its operational requirements. If
the Company is unable to refinance or extend the due date for
its notes, raise an adequate level of additional capital or
generate sufficient cash flows from operations, the Company's
ability to execute its business plan will be significantly
impaired.


DIVINE INC: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: divine, Inc.
             1301 N. Elston Avenue
             Chicago, Illinois 60622

Bankruptcy Case No.: 03-11472

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Data Return Corporation                    03-11474
      eShare Communications, Inc.                03-11475
      Divine Managed Services, Inc.              03-11476
      Open Market, Inc.                          03-11477
      Viant Corporation                          03-11478

Type of Business: The Company, an affiliate of RoweCom Inc., is
                  an extended enterprise company, which serves
                  to make the most of customer, employee,
                  partner, and market interactions, and through
                  a holistic blend of Technology, services, and
                  hosting solutions, assist its clients in
                  extending their enterprise.

Chapter 11 Petition Date: February 25, 2003

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtors' Counsel: Richard E. Mikels, Esq.
                  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo
                  One Financial Center
                  Boston, MA 02111
                  Tel: 617-542-6000

Total Assets: $271,372,593

Total Debts: $191,957,065

Debtor's 40 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Microsoft Corp.             Trade Debt              $1,655,185
Suren Singh
PO Box 844510
Dallas, TX 75284-4510
Tel: 425-703-3603
Fax: 425-936-7329

Curt Mark                   Trade Debt              $1,190,051
920 Second Avenue, Suite 610
Minneapolis, MN 55402  
Tel: 612-371-4606

ICanSp, Inc.                Trade Debt              $1,100,000
2950 Express Drive South
Islandia, NY 11749

ProQuest                    Trade Debt              $1,100,000
Dept. 77304
Detroit, MI 48277

Hewlett-Packard Fin'l       Trade Debt                $965,164
Services     
PO Box 402582
Atlanta, GA 30384-2582

Avnet Applied Computing     Trade Debt                $718,076
PO Box 932385
Atlanta, GA 31193-2385

Alek Szlam                  Trade Debt                $669,231
9380 Colonnade Trail
Alpharetta, GA 30092
Tel: 678-297-2993

Bell, Boyd, & Llyod, LLC    Trade Debt                $551,930
7 W. Madison Street, Suite 33
Chicago, IL 60602-4207

KPMG, LLP                   Trade Debt                $517,973
Dept. 0970
PO Box 120001       
Dallas, TX 75312-0970

Level 3 Comms, LLC          Trade Debt                $499,094
Dept. 182
Denver, CO 90291-0182

Goldman, Sachs & Co.        Trade Debt                $464,052
PO Box 9080 GPO
New York, NY 10087-9080

Hewlett-Packard Company     Trade Debt                $445,851
420 Mountain Avenue
Murray Hill, NJ 07974

SAP America, Inc.           Trade Debt                $393,047
PO Box 7780-40247
Philadelphia, PA 19182-4024

Cincinnati Bell Telephone   Trade Debt                $352,634
201 E. Fourth Street
PO Box 2301
Cincinnati, OH 45201-2301

PeopleSoft USA, Inc.        Trade Debt                $328,200   
Dept. CH 10699
Palatine, IL 60055

Netlets       Trade Debt                $316,766
PO Box 631196
Dept. #1196
Cincinnati, OH 45263-1196

American Express            Trade Debt                $277,995  
Suite 0001
Chicago, IL 60679-0001

Oracle Corporation          Trade Debt                $269,783
PO Box 71028
Chicago, IL 60694-1028

Bingham Dana LLP            Trade Debt                $268,783
PO Box 3486
Boston, MA 02241-3486

Robert Gett                 Trade Debt                $262,500
270 Marlboro Road
Sudbury, MA 01776

MMC/GATX Partnership No. 1  Trade Debt                $250,000
C/o Meier Mitchell & Co.
4 Orinda Way, Suite 200B
Orinda, CA 94563

Outtask, Inc.               Trade Debt                $239,737

Paul Cooper                 Trade Debt                $218,462

Gartner Group, Inc.         Trade Debt                $235,478

Broadwing                   Trade Debt                $217,340

Prokopowitz, Peter          Trade Debt                $211,635

Hyperion Solutions Corp.    Trade Debt                $208,937

EMC Corporation/W3550       Trade Debt                $204,234

Osler, Hoskins & Harcourt   Trade Debt                $195,709

SBC Capital Services        Trade Debt                $187,787

California Board of         Trade Debt                $174,242
Equilization                   

Comdisco, Inc.              Trade Debt                $170,771

Global Crossing Telecomms   Trade Debt                $168,954

Reuters America, Inc.       Trade Debt                $165,461

FS Networks, Inc.           Trade Debt                $149,089

GE Capital IT Solutions,    Trade Debt                $147,857  
Inc.  

The Commuter Rail Div. Of   Trade Debt                $147,692
The Regional Transportation

Cisco Systems Capital Corp. Trade Debt                $144,179

Terabase Corporation        Trade Debt                $143,883

Ingram Micro                Trade Debt                $134,489     
    

DOBSON COMMS: Gets Infrastructure Support from Somera & Carrier
---------------------------------------------------------------
Somera Communications (Nasdaq:SMRA), a leading global provider
of telecommunications network asset management services, and
Carrier Access Corporation (Nasdaq:CACS), manufacturer of
broadband communications equipment, will provide critical
infrastructure support to Dobson Communications (Nasdaq:DCEL) as
Dobson overlays its TDMA wireless network with advanced GSM/GPRS
technology.

Dobson, a leading provider of wireless telephone services to
rural and suburban markets in the United States, is overlaying
its second-generation TDMA network with 2.5G GSM voice and GPRS
data technology. It expects to have substantially completed the
overlay by the end of 2004. Somera is a leading global provider
of telecommunications equipment deployment services. Carrier
Access is a leading manufacturer of broadband communications
equipment.

"Our collaboration with Somera and Carrier Access will enable
Dobson to maximize the efficiency of its existing backhaul
infrastructure," said Tim Duffy, Senior Vice President and Chief
Technical Officer for Dobson Communications. "With their
assistance, we will be able to leverage our existing TDMA
network to handle GSM/GPRS backhaul as we complete our 2.5G
overlay. We expect this to have a significantly positive impact
on our operating cost structure as we go forward."

"[Tues]day, network operators are looking for partners that can
help them stretch their capital and operational budgets for
network optimization," said Rick Darnaby, Chief Executive
Officer for Somera. "Our goal is to be an integral participant
in enabling our customers to succeed by reducing time-to-market
implementation and enabling them to focus more of their
resources on delivering new services that their consumers want."

Somera and Carrier Access have had a long-standing strategic
partnership since 1999. The two companies have expanded this
partnership by carefully and specifically targeting the rural
wireless market. Under the Dobson program, Somera will provide
deployment services for installation and integration of the
Carrier Access Adit(TM) 600 platform. Somera's services offering
combined with the Adit(TM) 600 delivery terminal provides a
lower cost and more efficient alternative for wireless operators
to increase their bandwidth capacity at their cell sites without
having to invest in additional T1 technology.

"Somera's established relationships and market position in the
wireless industry have made them an important strategic
partner," said Roger Koenig, CEO of Carrier Access. "The Adit
600's ability to decrease operational costs enables innovative
service providers like Dobson to meet the growing demands for
new services and revenues in a competitive marketplace. Our
partnership with Somera has increased and, as we continue to
expand our focus on the rural wireless market, we believe that
partnering with Somera should accelerate this strategy and
enable us to expand our business and drive revenues. Dobson is a
great addition to the Adit 600 customer base, which now includes
three of the nation's top five wireless carriers."

Somera has previously announced agreements with AT&T Wireless,
First Cellular, Sprint and Verizon. Somera's new and redeployed
equipment supply can support core and ancillary requirements for
switching, transmission, wireless, and data networking
applications. In addition to program and project management
expertise, Somera provides three categories of services:
Equipment Asset Optimization for redeployment planning, asset
management, liquidation, and valuation; Equipment Installation &
Integration for installations/de-installation and multi-product
integration; Equipment Quality Enhancement for customization,
refurbishing, and repair.

Somera delivers a unique value to telecom operators by
supporting their need to better manage their networks more
efficiently and cost-effectively. The Company's unique
combination of equipment sourcing and services provides a
seamless, integrated approach to telecom equipment deployment.
By working with Somera, operators can stretch budgets and make
fast, multi-vendor equipment and service purchase decisions from
a single cost-effective source. Founded in 1995, Somera has
developed an impressive base of over 1,100 customers worldwide,
including the industry leaders from each segment of the
telecommunications market. Visit Somera on the Web at
http://www.somera.com  

Founded in 1992, Carrier Access manufactures broadband
communications equipment that enables telecommunications
companies to accelerate service revenues, lower operating costs,
and extend capital budgets. The company focuses on three
segments of telecommunications: wireless infrastructure,
enterprise service delivery, and fiber access. Its products have
delivered more than 2.5 million voice and data lines for
customers and meet the industry's highest reliability and
broadband interoperability standards, including Telcordia(TM)
TIRKS/OSMINE, NEBS Level 3 and ISO 9001. For more information
visit http://www.carrieraccess.com

Dobson Communications is a leading provider of wireless phone
services to rural and suburban markets in the United States.
Headquartered in Oklahoma City, the Company owns or manages
wireless operations in 17 states. For additional information on
the Company and its operations, please visit its Web site at
http://www.dobson.net

As reported in Troubled Company Reporter's Wednesday Edition,
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


EDISON INT'L: State Street Bank Discloses 12.7% Equity Stake
------------------------------------------------------------
State Street Bank and Trust Company, acting in various fiduciary
capacities, owns 41,374,228 shares of the common stock of Edison
International.  The Bank and Trust holds sole voting power over
8,243,614 shares, shared voting power over 32,368,168 shares,
sole dispositive power over 41,357,028 shares and shared
dispositive power over 17,200 shares.  The aggregate amount of
41,374,228 represents 12.7% of the outstanding common stock of
Edison International.  State Street Bank and Trust Compnay
expressly disclaim beneficial ownership of all shares reported
here.

As reported in Troubled Company Reporter's January 17, 2003
edition, Standard & Poor's assigned its 'BB' rating to
electric utility Southern California Edison Co.'s 8% first and
refunding mortgage bonds due 2007. SCE will issue up to $1
billion of bonds through a tender for outstanding 8.95% variable
rate notes due November 2003. SCE is pursuing the tender and
exchange to enhance liquidity by extending a near-term maturity
by four years. The outlook is developing.

"Without the tender, SCE would face $1.425 billion of 2003 debt
maturities, an amount representing about one-quarter of
outstanding debt," said Standard & Poor's credit analyst David
Bodek.


ENCOMPASS SERVICES: Committee Taps Andrews & Kurth as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in
Encompass Services Corporation and its debtor-affiliates'
chapter 11 cases, sought and obtained the Court's authority to
retain Andrews & Kurth LLP as general bankruptcy counsel in the
Debtors' Chapter 11 cases, effective November 26, 2002.

John Pare, Chairman of the Unsecured Creditors' Committee,
relates that Andrews & Kurth is well qualified to act on the
Committee's behalf.  Andrews & Kurth has substantial expertise
and experience broad and extensive legal services.

As counsel, Andrews & Kurth will:

    (a) advise and consult with the Committee concerning:

          (i) legal questions arising in administering the
              Debtors' estates; and

         (ii) the unsecured creditors' rights and remedies in
              connection with the estates;

    (b) assist the Committee in preserving and protecting
        the Debtors' estates;

    (c) investigate and, with the Court's authority, prosecute
        preference, fraudulent transfer, and other actions
        arising under the Debtors' avoiding powers;

    (d) prepare any pleadings, motions, answers, notices,
        orders, and any reports that are required for the
        protection of the Committee's interests and the orderly
        administration of the Debtors' estates; and

    (e) perform any and all other legal services for the
        Committee that the Committee determines are necessary
        and appropriate to faithfully discharge its duties.

In turn, Andrews & Kurth will be compensated pursuant to its
standard hourly rates and reimbursed for all expenses incurred.
The firm's current hourly rates are:

                $145 - 595    Attorneys
                  90 - 170     Paraprofessionals

Andrews & Kurth attorneys who will be primarily responsible in
representing the Committee are:

                Attorney          Rate/hour
                --------          ---------
                Hugh M. Ray         $500
                James Donnell        475
                Jennifer Gore        315
                Basil A. Umari       200

Mr. Pare discloses that Andrews & Kurth has agreed to a 10%
across-the-board reduction of its fees for the first 120 days of
the case.

Andrews & Kurth partner, Hugh M. Ray, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  The firm does not
represent or hold an interest adverse to the Creditors'
Committee. (Encompass Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Committee Sues Whitewing et. al. to Recoup Over $1BB
----------------------------------------------------------------
Pursuant to Sections 105(a), 1103(c) and 1109(b) of the
Bankruptcy Code, the Official Committee of Unsecured Creditors
of Enron Corporation seeks the Court's authority to commence an
adversary proceeding on behalf of the Debtors' estates against:

    -- Whitewing Associates LP,
    -- Whitewing Management LLC,
    -- The Osprey Trust,
    -- BAM Leasing Company,
    -- Kingfisher I LLC,
    -- Egret I LLC,
    -- Peregrine I LLC,
    -- PE Holdings LLC,
    -- ES Power 2 LLC,
    -- ESP 1 Interest Owner Trust,
    -- LFT Power II LLC,
    -- LFT Owner Trust,
    -- Paulista Electrical Distribution LLC,
    -- Purple Martin LLC,
    -- ECT Colombia Pipeline Holding II Ltd.,
    -- Merlin Acquisition LP,
    -- Speckled Holdings LP,
    -- Anhinga LP,
    -- Enron Equipment and Procurement Company, and
    -- Woodlark LP.

The contemplated litigation seeks to recover more than
$1,000,000,000 for the benefit of Enron's estate and general
unsecured creditors through, inter alia, the substantive
consolidation of Whitewing and Enron, challenges based on a lack
of true sale, and avoidance actions.

Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey LLP, in
Cincinnati, Ohio, contends that the Committee should be
authorized to bring claims on behalf of the Debtors' estates
because:

    (a) Sections 1103(c)(5) and 1109(b) of the Bankruptcy Code
        provide a qualified right to creditors' committees to
        commence actions in the name of the debtor-in-possession
        with the approval of the bankruptcy court;

    (b) in light of the widespread publicity concerning Enron,
        Whitewing, Osprey and their relationships, the Committee
        has determined that the Action pleads meritorious claims
        that have the potential to be the most significant
        source of assets for the Debtors' estates in this entire
        bankruptcy proceeding;

    (c) the Committee believes that the likelihood of success on
        the merits, and the likelihood of recovering amounts
        into Enron's estates well in excess of the costs to
        reduce the Claims to judgment, justifies the expense of
        prosecuting the litigation; and

    (d) since the Complaint pleads substantive consolidation,
        true sale and preference theories, there are multiple
        bases for recovery. (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.


FLEMING: Initiates Operational Realignment & Cost Reduction Plan
----------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) announced an operational
realignment and cost reduction plan. The plan is the result of
work performed in conjunction with Bain & Company -- a global
business consulting firm -- and was authorized and approved by
the company's Board of Directors. The plan includes adjustments
to the company's supply chain and administrative infrastructure
to remove costs and to better match resources to the future
needs of the business. The company also announced impairment and
other costs related to the plan and provided an update on other
matters, including the inquiry by the Securities and Exchange
Commission.

                       Cost Reductions

The company's cost reduction plan is designed to align its
expense structure with its projected future revenues and the
needs of its retail customers. Facility closures and general
overhead reduction will reduce expenses and should improve
operations. An estimated $60 million in cost savings on an
annual run-rate basis are expected to be achieved by the fourth
quarter of 2003, including an anticipated workforce reduction of
approximately 1,800 positions or approximately 15% of the
positions in the company's continuing operations. The affected
positions are expected to come from the Fleming staff offices
and case-pick Divisions.

Fleming will cease operations at two Divisions currently managed
by third-party operators -- the South Brunswick (New Jersey)
Division and the Fort Wayne (Indiana) Division. These Divisions
have been dedicated to supplying Kmart and will close soon after
deliveries to Kmart stores conclude on or about March 8, 2003.
With the conclusion of the Kmart supply arrangement, no Fleming
customer will account for more than 3% of Fleming's total annual
revenue.

Fleming will consolidate the business of two other case-pick
Divisions into other Fleming Divisions. Combining these
operations is expected to achieve efficiencies for the
respective markets and the customers served. The company intends
to maintain its market presence and local customer support in
the related areas. Upon completion of these consolidations,
Fleming's national supply chain will include 49 distribution
centers -- 20 case-pick facilities, 24 convenience-oriented
piece-pick divisions and five general merchandise piece-pick
facilities.

Fleming continues with the integration of its convenience
operations following the 2002 acquisitions of Core-Mark
International and Head Distributing, which created Fleming's
coast-to-coast piece-pick footprint. This national distribution
network supports Fleming's convenience-oriented supply business
to retailers of all formats.

                         Debt Reduction

The realignment and cost reduction plan in 2003, as well as
working capital reductions, is expected to partially offset the
cash costs associated with the termination of the Kmart supply
arrangement. The company expects to reduce debt by more than
$200 million in 2003, principally through the application of
proceeds from the divestiture of its discontinued retail
operations and a reduction of capital expenditures to $75
million from a previous plan of $135 million for fiscal year
2003. This planned debt reduction follows a $200 million debt
reduction in the fourth quarter of 2002. As previously
announced, the company is in discussions with its lenders to
amend or replace its present five-year revolving credit facility
to include a new covenant package and structure that better
reflect Fleming's current asset base. The company has no major
long-term debt maturities until 2007. As a result of the plan,
Fleming expects to incur pre-tax costs totaling an estimated
$290 million, comprised of cash and non-cash charges, primarily
affecting 2002 and the first quarter of 2003 and, to a lesser
extent, the balance of 2003. These charges largely relate to the
closure or restructuring of distribution centers, write-down of
inventory values, impairment of related receivables, adoption of
a new or amended credit agreement, impairment of certain
technology, workforce reductions and the impairment of other
non-performing assets. Certain of these charges, which are
directly related to the termination of the Kmart supply
arrangement, are being reviewed for inclusion as part of 2002's
financial results.

The cash portion of these costs is expected to be approximately
$115 million, of which $100 million is expected to be incurred
in 2003. Fleming expects to substantially complete the
realignment and cost reduction plan by the end of 2003.

In accordance with Statements of Financial Accounting Standards
109 and 144, respectively, the company may also be required to
record a valuation allowance against its deferred tax assets
and/or to impair the book value of its retail assets held for
sale. Additionally, in accordance with SFAS 142, Fleming may be
required to impair the valuation of its goodwill. Should the
non-cash valuation allowances or impairments occur, the
company's previously announced 2002 financial results may be
negatively impacted. Management is currently analyzing these
accounting standards to determine if any impact will occur.

                   Litigation and SEC Update

Fleming said that the Audit and Compliance Committee of its
Board of Directors, after discussions with the company's
independent auditors, Deloitte & Touche LLP, has initiated an
independent investigation to assist the Committee in the
previously announced inquiry by the Securities and Exchange
Commission and the Board's review of certain allegations made in
previously announced shareholder litigation. The Committee has
retained PriceWaterhouseCoopers to assist in this matter.
Fleming also said that it has been advised by the SEC that the
previously announced inquiry has moved to a formal
investigation. Fleming will continue to cooperate fully with the
SEC in its investigation and will continue to vigorously defend
its interest in the litigation.

With its national, multi-tier supply chain network, Fleming is
the #1 supplier of consumer package goods to retailers of all
sizes and formats in the United States. Fleming serves nearly
50,000 retail locations, including supermarkets, convenience
stores, discount stores, concessions, limited assortment, drug,
supercenters, specialty, casinos, gift shops, military
commissaries and exchanges and more. Fleming serves more than
600 North American stores of global supermarketer IGA. To learn
more about Fleming, visit our Web site at http://www.fleming.com  

As reported in Troubled Company Reporter's February 7 edition,
Standard & Poor's lowered its corporate credit rating on grocery
wholesaler Fleming Cos. Inc., to 'B' from 'BB-'. The rating
remains on CreditWatch with negative implications, where it was
placed on September 5, 2002.

Lewisville, Texas-based Fleming has no debt maturities until
2007.

The downgrade reflects the increased challenges Fleming faces in
its core wholesale business now that the Kmart Corp. supply
contract has been terminated, as well as ongoing difficulties
with the integration and exit of other business units. Since the
Kmart contract represented about $3 billion in revenues, Fleming
will likely need to reduce its distribution capacity, incurring
substantial one-time costs, unless it can replace the volume
quickly. Although the Kmart business was low-margin and the
lower distribution volume will reduce working capital needs, the
impact on Fleming's overall operating efficiency is uncertain.


FRIENDLY ICE CREAM: Dec. 29 Net Capital Deficit Widens to $104MM
----------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX: FRN) reported net income
for the fiscal year-ended December 29, 2002 of $6.2 million, an
increase of 69% when compared to net income of $3.7 million for
the fiscal year-ended December 30, 2001. Exclusive of
non-recurring gains, losses and write-downs, fiscal 2002 income
before taxes improved by $9.7 million to $8.7 million from the
$1.0 million pre-tax loss reported for fiscal 2001.

Comparable restaurant sales increased 6.0% for the fiscal year-
ended December 29, 2002. Total revenues for the year-ended
December 29, 2002 were $570.4 million, a 3.2% increase compared
to $552.5 million for the year-ended December 30, 2001.

The net loss for the three-months-ended December 29, 2002 was
$0.7 million compared to the net loss of $0.1 million reported
for the three-months-ended December 30, 2001. The loss before
extraordinary item for the three-months-ended December 29, 2002
was $0.7 million compared to a net loss of $0.8 million reported
for the three-months-ended December 30, 2001.

Comparable restaurant sales increased 1.5% for the fourth
quarter 2002 following a 6.5% increase in the fourth quarter of
2001. This marks the eighth consecutive quarter of positive
comparable restaurant sales increases. Total revenues for the
three-months-ended December 29, 2002 were $130.7 million
compared to $129.9 million for the three-months-ended
December 30, 2001.

"Despite a challenging economy and very competitive restaurant
environment, 2002 was an exceptional year for Friendly's, marked
by a 6.0% increase in comparable restaurant revenues," Donald N.
Smith, Chairman of Friendly Ice Cream stated. "As we move into
2003, our top priority continues to be guest satisfaction
supported by training initiatives and management incentive
programs. We plan to remodel 60 to 70 restaurants as part of our
new Impact remodel program. The Impact program improves the
appearance of our restaurants and at the same time reinforces
our 68-year ice cream heritage. In 2003, we will also resume the
development of new company-owned restaurants."

                    Business Segment Results

In the 2002 fourth quarter, pre-tax income in the restaurant
segment was $6.2 million, or 6.0% of restaurant revenues,
compared to $8.7 million, or 8.5% of restaurant revenues, in the
fourth quarter 2001. The decrease in pre-tax income was the
result of higher costs for restaurant rent associated with the
December 2001 sales/leaseback transaction, the cost of
initiatives aimed at improving customer service, higher snow
removal expense and increased fringe benefit costs. Partially
offsetting these decreases were a 1.5% improvement in comparable
sales and improved management controls.

Pre-tax income for the Company's foodservice segment in the 2002
fourth quarter increased by $0.6 million, or 30%, to $2.7
million compared to $2.1 million in the prior year quarter. The
increase was mainly due to a 10.9% increase in case volume in
the retail supermarket business.

Pre-tax income in the franchise segment increased $0.8 million
in the 2002 fourth quarter to $1.2 million from $0.4 million in
the prior year. The improvement is primarily due to increases in
royalty revenue from strong comparable franchised restaurant
sales.

Corporate expenses of $11.7 million in the fourth quarter of
2002 decreased by $0.8 million, or 6%, as compared to the fourth
quarter of 2001 mainly due to lower depreciation expense and
lower interest expense resulting from reduced debt levels. These
decreases were partially offset by a reduction in the benefit
realized from the Company's pension plan when compared to the
prior year.

At December 29, 2002, Friendly Ice Cream's balance sheet shows a
total shareholders' equity deficit of about $104 million.

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


GENCORP INC: GDX Unit Sells German Mixing Facility to Vigar Unit
----------------------------------------------------------------
GenCorp Inc., (NYSE: GY) reported that its GDX Automotive
segment completed an agreement to sell the assets and operations
of its Viersen, Germany mixing facility to its supplier, Vigar
Deutschland GmbH, a subsidiary of Vigar S.A., Spain.

The mixing facility in Viersen employs approximately 35 people
and is currently producing an annual volume of 7,000 metric tons
of specific rubber compounds needed for vehicle sealing systems
for GDX Automotive's German customer base.

Vigar S.A., is a family owned company located in Barcelona,
Spain with annual revenues of Euro 35,000,000 and approximately
130 employees.

GenCorp is a multi-national, technology-based manufacturer with
operations in the automotive, aerospace, defense and
pharmaceutical fine chemicals industries.  Additional
information about GenCorp can be obtained by visiting the
Company's Web site at http://www.GenCorp.com

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its preliminary double-'B' and single-'B'-plus
ratings to senior unsecured and subordinated debt securities,
respectively, filed under GenCorp Inc.'s $300 million SEC Rule
415 shelf registration.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.


GLOBAL CROSSING: IDT Intends to Make Offer to Acquire Company
-------------------------------------------------------------
IDT Corporation, a multinational carrier, technology and
telephone company, announced its intention to submit an offer to
purchase the bankrupt telecommunications company Global
Crossing.

IDT will submit a bid Tuesday, February 25, 2003 to the
representatives of Global Crossing's bankrupt estate. IDT's bid
will at least match the economics and be more viable than the
bid submitted last August by the Hong Kong-based conglomerate
Hutchinson Whampoa Ltd., and state-controlled Singapore
Technology Pte Ltd.

"Would we give the keys to the Justice Department buildings or
the board rooms of some of our largest corporations to a foreign
government so they could listen in? Absolutely not. The idea is
absurd. Yet a foreign telecommunications company based in
communist controlled China, is asking our government for control
of Global Crossing, which would give them access to some of our
government's and major corporations' most sensitive phone
conversations," said Howard Jonas, IDT Chairman. "We do not want
to see this happen. An IDT purchase of Global Crossing would be
good for Global Crossing management and employees, good for IDT
and our shareholders and good for our nation's economy and
national security."

"We believe in Global Crossing's potential. The new management
team has started to turn the company around. And we believe that
Global Crossing's network would be highly synergistic with IDT's
local, long distance and data services," said Jim Courter, IDT
CEO and Vice Chairman. "IDT is currently one of Global
Crossing's top customers. And we believe that the purchase
should be accretive to IDT's bottom line."

"As for national security, IDT already has a strong track record
of service to the United States Government through IDT
Solutions," added Jim Courter.

IDT currently provides telecommunications service to many major
US corporations and to many agencies of the federal government,
through IDT Solutions (formerly Winstar). IDT Solutions' use of
Winstar's unique fixed wireless network delivers reliable local
and long distance services, and is capable of providing
redundancy for businesses and others seeking back-up services.

On January 14, 2003 The Wireless Communications Association
honored IDT Solutions' Winstar for their service to the federal
government during the emergency relief efforts following the
September 11th World Trade Center attack. WCA gives the
Emergency Preparedness Award to a service provider "that enables
or will enable a local government to quickly bypass government
and/or commercial cable networks damaged by unexpected events."
In addition, the Department of Justice's United States Marshal's
Service presented IDT management an award for their outstanding
contributions to the government during that national emergency.

IDT Corporation, through its IDT Telecom subsidiary, is a
facilities-based, multinational carrier that provides a broad
range of telecommunications services to its retail and wholesale
customers worldwide. IDT Telecom, by means of its own national
telecommunications backbone and fiber optic network
infrastructure, provides its customers with integrated and
competitively priced international and domestic long distance
telephony and prepaid calling cards. IDT and Liberty Media
Corporation own 95% and 5% of IDT Telecom, respectively. IDT
acquired the assets of Winstar Communications in December 2001.

IDT Corporation common shares trade on the New York Stock
Exchange under the ticker symbols IDT.B and IDT. As of December
12, 2002, there were about 54.1 million shares of Class B common
stock (IDT.B) outstanding, and about 25.0 million shares of
common stock (IDT). Of these, approximately 4.0 million shares
of Class B common stock and approximately 5.4 million shares of
common stock were held by IDT Corporation.

On January 9, 2003, IDT announced that it is changing its New
York Stock Exchange ticker symbols. Effective February 26, IDT's
common stock will trade under the symbol IDT.C. Effective
March 19, IDT's Class B common stock will trade under the symbol
IDT.

Global Crossing Holdings' 9.625% bonds due 2008 (GBLX08USR1) are
trading at about 2 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


HALO INDUSTRIES: Inks Definitive Pact to Sell Assets to H.I.G.
--------------------------------------------------------------
H.I.G. Capital and HALO Industries, Inc., (OTC Bulletin Board:
HMLOQ), a promotional products industry leader, announced the
signing of a definitive agreement whereby a newly formed
affiliate of H.I.G. Capital will acquire the U.S. and European
operations of HALO, including Lee Wayne Corporation, pending
approval from the U.S. Bankruptcy Court in Chicago, Illinois.

The total purchase price is $22 million in cash and notes,
including a $3 million earn-out based on future financial
performance. Net proceeds received by HALO will be used to pay
the first installment on the pre-petition debt remaining from
HALO's reorganization under Chapter 11 of the United States
Bankruptcy Code, which the company filed in July 2001. This
transaction enables HALO's emergence from Chapter 11 and its
return to normal operating status. The transaction is expected
to close in April.

This transaction marks the culmination of a series of
restructurings HALO undertook since its Chapter 11 filing, which
included the divestiture of non- core businesses and
consolidation of its order management and sales support systems.
The result was a complete payoff of $74 million in bank debt and
a significant improvement in the company's operating results.
Further actions to provide additional value to the estate are
underway.

Marc Simon, HALO's CEO, commented: "We are delighted with our
agreement with H.I.G. The transaction will restore HALO's
leadership position in the industry, put it on strong, sound
financial footing, and allow us to better serve our customers in
the future, paving the way for meaningful growth for HALO going
forward."

HALO Industries, Inc., (OTC Bulletin Board: HMLOQ), based in
Northbrook, Ill., with offices worldwide, is a promotional
products leader.

H.I.G. Capital is a leading private equity and venture capital
investment firm with more than $1 billion of equity capital
under management. Based in Miami, and with offices in Atlanta,
Boston, and San Francisco, H.I.G. specializes in providing
capital to small and medium-sized companies with attractive
growth potential. H.I.G. invests in management-led buyouts and
recapitalizations of well-established, profitable, and well-
managed manufacturing or service businesses, and in promising
early stage technology companies. Since its founding, H.I.G.
Capital has made more than fifty highly successful investments,
acquiring companies with combined revenues in excess of $4.0
billion.


HECLA MINING: Defers Payment of Series B Preferred Dividends
------------------------------------------------------------
Hecla Mining Company (NYSE:HL) announced the results of its
updated reserve calculations.

Hecla has significant gold and silver reserves and resources at
its operating properties, as well as at several advanced
exploration projects.

As of January 1, 2003, Hecla's proven and probable reserves
stood at 769,205 ounces of gold and more than 40 million ounces
of silver. The reserves are calculated at a price of $300 per
ounce of gold and $4.75 per ounce of silver. These reserves are
at currently operating underground gold and silver mines.

However, according to Hecla's President and Chief Operating
Officer, Phillips S. Baker, Jr., this is not the whole picture
for Hecla. "All of Hecla's reserves are at underground mines
where proving reserves are expensive and often unnecessary. For
example, the Lucky Friday silver mine in northern Idaho has been
operating for more than 40 years, yet rarely have we seen more
than three years' worth of proven and probable reserves at the
mine. As you will see in the attached tables, Hecla's
mineralized material and other resources make up a huge part of
our future mining capabilities," said Baker. Most of the gold
and silver included in these categories can be mined at low
cost. In addition, there is good potential to increase Hecla's
proven and probable reserves during 2003, based on the planned
exploration program.

Proven and probable gold reserves have stayed roughly the same
as last year's calculation, essentially replacing Hecla's mined
production of 240,000 ounces of gold during the year. Ounces
were taken out of the proven and probable category in the silver
segment at Lucky Friday, primarily because a development
decision has not yet been made to access the next lower level of
the mine. However, tonnage in the mineralized material and other
resources categories at all properties has increased
significantly.

Hecla's exploration expenditures in 2002 were approximately $5.8
million, with about half of that occurring in the fourth
quarter. Baker said, "Hecla has had excellent exploration
results from our projects in Mexico near the San Sebastian mine,
at Canaima, which is near the La Camorra gold mine in Venezuela
and at Block B, also in Venezuela. Because of our large suite of
exciting targets, we will be significantly increasing our
exploration expenditures during 2003 with the focus of
identifying more resources and moving more ounces into the
proven and probable category."

Hecla released an update on recent exploration results on
February 10, 2003. It can be accessed at Hecla's Web site under
"news releases" at http://www.hecla-mining.com

                        Other Matters

Hecla announced that in the interest of conserving cash for
exploration, development and acquisition opportunities, its
board of directors has elected to defer the April 1, 2003,
quarterly payment of dividends to the holders of Hecla Series B
Cumulative Convertible Preferred Stock.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 112-year-old company, Hecla has long
been well known in the mining world and financial markets as a
quality silver and gold producer. Hecla's common and preferred
shares are traded on the New York Stock Exchange under the
symbols HL and HL-PrB.

                            *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on Hecla Mining Co., to positive from
negative based on the company's improved cost position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, are
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

Standard & Poor's ratings on Hecla continue to reflect its well
below average business position due to its limited reserve base,
operating diversity, and tight liquidity.


HIGHWOODS PROPERTIES: Reports Improved Fourth Quarter Results
-------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW), the largest owner and
operator of suburban office properties in the Southeast,
reported funds from operations before minority interest of $46.3
million for the quarter ended December 31, 2002. This compares
to FFO of $58.5 million for the same period a year ago. FFO for
the fourth quarter ended December 31, 2002 was lower than
anticipated primarily due to higher bad debt expenses ($0.015
per share), lower lease termination fee income ($0.015 per
share), lower capitalized interest on development projects
($0.03 per share) and the dilution from the $139.7 million of
asset sales completed during the quarter ($0.01 per share).

For the full year, FFO before minority interest and before non-
recurring compensation expense and litigation reserve was $208.2
million, or $3.43 per diluted share, a 10.4% per diluted share
decline from FFO of $238.0 million, or $3.83 per diluted share,
reported for 2001. FFO including the non-recurring compensation
expense ($3.7 million) and litigation reserve ($2.7 million)
totaled $201.8 million, or $3.33 per diluted share for the year
ended December 31, 2002.

Net income available for common stockholders totaled $22.4
million ($0.42 per diluted share) for the quarter ended December
31, 2002 compared to $15.0 million ($0.29 per diluted share) for
the same period last year. For the year ended December 31, 2002,
net income available for common stockholders totaled $68.7
million ($1.29 per diluted share). Exclusive of the non-
recurring compensation expense and litigation reserve, net
income available for common stockholders would have totaled
$75.1 million ($1.40 per diluted share) for the year ended
December 31, 2002 compared to $99.7 million ($1.83 per diluted
share) for the same period last year.

Ronald P. Gibson, president and chief executive officer of
Highwoods said, "We continue to face an extremely challenging
environment in all of our markets. However, there were some
signs that we may have finally reached the bottom of this cycle.
For the first time in over a year our top five markets reported
positive absorption. In addition, we leased over one million
square feet of office space in the fourth quarter, the highest
level of activity we have experienced in almost two years. We
continue to fight for every deal and our focus in 2003 is
preserving and increasing our occupancy through aggressive
leasing efforts and outstanding customer service."

"We also remain committed to preserving our strong balance sheet
and ensuring financial flexibility. This is evident in the
decline of our total debt outstanding from $1.7 billion at the
end of 2001 to $1.5 billion at year-end 2002, an 11.1% decrease.
During this same period, total debt to total assets fell 210
basis points to 45.0%."

            Fourth Quarter and Year End Highlights

     -  Rental revenues from continuing operations for the
fourth quarter were $112.4 million, a 3.3% decline from the
fourth quarter of 2001 when rental revenues from continuing
operations were $116.2 million. For the full year, 2002 rental
revenues from continuing operations were $454.2 million compared
to rental revenues from continuing operations of $469.3 million
for all of 2001.  

     -  Same property rental revenues for the fourth quarter
declined 5.3% from a year ago to $105.1 million. For the full
year, 2002 same property rental revenues declined 3.3% to $425.8
million.  

     -  Cash basis same property net operating income for the
fourth quarter decreased 7.7% over the same period 2001. Same
property average occupancy also declined to 86.9% from 92.2%.
For the full year, cash basis same property NOI was $288.7
million, a 4.8% decline from 2001. Same property average
occupancy for the year ended December 31, 2002 was 88.0% versus
93.0% for 2001.  

     -  Cash available for distribution was $31.7 million, or
$0.53 per diluted share, versus CAD of $42.5 million, or $0.70
per diluted share, for the quarter ended December 31, 2001. Full
year 2002 CAD was $165.1 million, or $2.72 per diluted share, a
decline from 2001 CAD of $185.0 million, or $2.98 per diluted
share.  

     -  Highwoods' Board of Directors declared a $0.585 per
share quarterly dividend for the first quarter of 2003. For the
12 months ended December 31, 2002, the Company paid dividends of
$2.34, or 86.0% of CAD.  

     -  Leasing activity in Highwoods' office, industrial and
retail portfolio during the fourth quarter totaled 1.6 million
square feet. 64.5% of this leasing activity was in the Company's
office portfolio, which reported an average first-year cash
rental rate 6.8% lower than the average final rental rate under
the previous leases. On a straight-line basis, rents for office
leases increased 1.9% over the straight-line rents for expiring
leases. For the full year, the Company leased 5.6 million square
feet in its office, industrial and retail portfolio.  

     -  Highwoods' 37.1 million-square foot in-service portfolio
was 84.0% leased at December 31, 2002. The 816,000 square feet
of office space rejected and vacated by Intermedia
Communications, an affiliate of WorldCom as part of WorldCom's
bankruptcy process, negatively impacted occupancy by 2.2% at
year-end.  

     -  Six development properties were placed in service during
the fourth quarter totaling 591,000 square feet with an average
occupancy of 23.7%. For the full year, 19 development projects
encompassing 2.0 million square feet were placed in service.
Leasing on these properties, including signed letters of intent,
has grown to 82.5%.  

     -  In the fourth quarter, the Company repurchased 67,717
common partnership units at a weighted average price of $21.50
per unit. For the full year, the Company repurchased a total of
194,790 common partnership units at a weighted average price of
$24.79 per unit. Since commencement of its initial share
repurchase program in December 1999, Highwoods has repurchased
11.5 million shares of common stock and Highwoods Realty Limited
Partnership common partnership units at a weighted-average price
of $24.22 per share/unit for a total purchase price of $277.9
million through December 31, 2002. At December 31, 2002, The
Company had 3.5 million shares/units remaining under its
currently authorized additional 5.0 million-share/unit
repurchase program.  

     -  On February 3, 2003 the Operating Partnership
repurchased 100% of the principal amount of the MandatOry Par
Put Remarketed Securities in exchange for a secured note in the
principal amount of $142.8 million bearing interest at a fixed
rate of 6.03% with a maturity date of February 28, 2013. The
MOPPRS were originally sold in February 1998 for $125.0 million
bearing an interest rate of 6.835%.  

                      Asset Repositioning

In the fourth quarter, the Company disposed of nine properties
comprising 1.4 million square feet and nearly 42 acres of land
for gross proceeds of $139.7 million and a gain of $21.0
million. For the full year ended December 31, 2002, the Company
completed asset sales of $303.0 million for a total gain of
$31.4 million that included an impairment loss of $9.1 million
related to one property.

For 2003, the Company anticipates disposition activity to be
between $75.0 million and $175.0 million. The Company currently
has assets under letter of intent, contract for sale or held for
sale totaling $145.5 million. Since these transactions are
subject to customary closing conditions including due diligence
and documentation, no assurance can be given that they will be
consummated.

                          Development

Highwoods' development pipeline of four projects totaling
331,000 square feet is 52.0% pre-leased. Projects in the
pipeline have an anticipated total investment of $34.5 million,
with $28.1 million funded as of December 31, 2002.

                 WorldCom and US Airways Update

In December 2002, Highwoods received notification from
Intermedia Communications, an affiliate of WorldCom, that it was
rejecting its lease at Highwoods Preserve in Tampa, Florida
effective December 31, 2002. This lease encompassed
approximately 816,000 square feet and accounted for
approximately $14.3 million in annualized revenue. Currently,
WorldCom and its affiliates have 15 leases encompassing 166,869
square feet with an average remaining lease term of 3 years. The
Company continues to account for all rent from WorldCom on a
cash basis.

At the end of 2002, Highwoods had six leases encompassing
414,059 square feet with US Airways and its affiliates, all
located in Winston-Salem, North Carolina, with an average
remaining lease term of 5 years. On February 20, 2003, the
United States Bankruptcy Court approved the terms of an
agreement between the Company and US Airways whereby US Airways
will continue to lease 293,007 square feet. Under this
agreement, US Airways has rejected two leases encompassing
119,013 square feet with annualized revenues of approximately
$3.1 million. One lease was rejected effective February 1, 2003
and the second was rejected effective March 1, 2003. US Airways
will also receive a $600,000 reduction in the annualized rent on
another lease for the remaining term of the lease that expires
on December 31, 2007. US Airways has not rejected or accepted a
2,039 square foot lease that expires in 2004.

                             Outlook

For the year ending December 31, 2003, Highwoods is currently
estimating FFO to be $3.00 to $3.25 per share.

The estimates for the year ended December 31, 2003 assume an
average occupancy of 82.0% to 84.0% on the portfolio, including
the vacancies created by WorldCom and US Airways that account
for 2.5% of the Company's in-service portfolio.

Highwoods Properties, Inc., whose preferred share rating is
affirmed by Standard & Poor's at BB+, is a fully integrated,
self-administered real estate investment trust that provides
leasing, management, development, construction and other
customer-related services for its properties and for third
parties. The Company currently owns or has an interest in 589
office, industrial, retail and service center properties
encompassing approximately 46.9 million square feet, including 9
development projects encompassing approximately 1.1 million
square feet. Highwoods also owns approximately 1,250 acres of
development land. Highwoods is based in Raleigh, North Carolina,
and its properties and development land are located in Florida,
Georgia, Iowa, Kansas, Missouri, North Carolina, South Carolina,
Tennessee and Virginia. For more information about Highwoods
Properties, please visit the Company's Web site at
http://www.highwoods.com


HUNTSMAN POLYMERS: Files Certification & Notice on SEC Form 15
--------------------------------------------------------------
The 11-3/4% Senior Notes due 2004 of Huntsman Polymers
Corporation have been registered under the Securities Exchange
Act of 1934. Pursuant to Rule 12h-3(b)(1)(i) promulgated under
the Exchange Act, the Company may suspend the registration of
the Senior Notes upon filing a certification and notice on From
15 with the Securities and Exchange Commission. The Company has
filed a certification and notice on Form 15 with the Commission.
This filing will suspend the Company's obligations to file
reports with the Commission.

Although the amended indenture governing the Senior Notes does
not obligate the Company to provide reports to the trustee or to
the holders of the Senior Notes, the Company currently intends
to provide quarterly and annual information, consisting of
financial statements and management's discussion and analysis of
financial condition and results of operations, to the trustee
and to the holders of the outstanding Senior Notes. The Company
does not anticipate that these reports will include all of the
information previously required to be filed by the Company with
the Commission.

A subsidiary of the world's largest privately held chemical
firm, Huntsman Corporation, Huntsman Polymers produces commodity
and performance polymers. Its amorphous polymers are used in
adhesives, sealants, and wire. The company also makes
polyethylene and polypropylene, used in a wide variety of
applications. In addition, it's a top maker of expandable
polystyrene resins, produced as small beads and used in drinking
cups, packaging, and insulation. Huntsman Polymers has reported
growing losses since 1997, partly because of higher energy
costs.

On February 27, 2002, an involuntary Chapter 7 petition under
the federal bankruptcy laws (Bankr. Del. Case No. 02-10605) was
filed against the Company by Costa Brava Partnership III, L.P.,
Iggy, L.L.C. and Western Financial Company.  


IFX CORP: Dec. 31, 2002 Balance Sheet Upside-Down by $5 Million
---------------------------------------------------------------
IFX Corporation (OTC Bulletin Board: FUTR) --
http;//www.ifxcorp.com -- reported that net loss decreased to
$3.6 million for the three-month period ended December 31, 2002
from $7.4 million for the three-month period ended December 31,
2001. Revenues from dedicated line services increased by $0.5
million to $3.5 million for the second quarter of fiscal 2003 as
compared to $3.0 million for the same period during fiscal 2002.
Overall revenues decreased from $6.8 million in the second
quarter of fiscal 2002 to $5.9 million for the second quarter of
fiscal 2003.

IFX's gross profit for the three-month period ended December 31,
2002 was $3.0 million, compared to $3.3 million for the three-
month period ended December 31, 2001. As a percentage of
revenue, gross profit increased to 50.0 percent for the three-
month period ended December 31, 2002, compared to 47.6 percent
for the three-month period ended December 31, 2001. General and
administrative expenses decreased 40.2 percent to $4.7 million
for the three- month period ended December 31, 2002 as compared
with $7.8 million for the three-month period ended December 31,
2001. As a percentage of total revenues, general and
administrative expenses decreased 35.0 percentage points to 78.7
percent for the three-month period ended December 31, 2002 from
113.7 percent for the three-month period ended December 31,
2001. Overall, IFX's net loss for the quarter ended December 31,
2002 was $3.6 million, compared to a net loss of $7.4 million
for the quarter ended December 31, 2001.

As previously reported, the Company's common stock was delisted
from The Nasdaq SmallCap Market at the opening of business on
December 16, 2002. The Company's common stock is now quoted on
the Over-the-Counter Bulletin Board (OTCBB). The delisting of
the Company common stock from the Nasdaq system makes it more
difficult to sell our common stock or obtain accurate price
quotations for our securities. This, in turn, may make it more
difficult for the Company to raise funds in the future.

At December 31, 2002, IFX Corporation's balance sheet shows a
working capital deficit of about $9 million, and a total
shareholders' equity deficit of about $5 million.

The independent auditors' report with respect to IFX's audited
consolidated financial statements for the fiscal year ended June
30, 2002 contained an explanatory paragraph relating to IFX's
ability to continue as a going concern. Although IFX raised $4.0
million in September and October 2002 through the issuance of
convertible promissory notes, the Company can provide no
assurances that it will be able to continue raising funds on
acceptable terms, or at all, and the Company's inability to
raise sufficient funds in the future would affect its ability to
meet its working capital needs, satisfy capital and operating
lease obligations and would cause the Company to eliminate
capital expenditures.

IFX Corporation (OTC Bulletin Board: FUTR) is a Latin American
Network Service Provider. The Company's operations are
headquartered in Miami Lakes, Florida. IFX operates a pan-
regional Internet Protocol network that is marketed under the
IFX Networks brand name, provides Internet network connectivity
and offers a broad range of value-added services to
multinationals, Internet Service Providers, telecommunications
carriers and small to medium-sized businesses in Latin America.
Although the Company's primary focus is to pursue multinational
businesses, carriers and small to medium-sized businesses in
Latin America, the Company continues to provide consumer
Internet products and services.

IFX offers network solutions that include region-wide wholesale
and private label Internet access, dedicated fixed wireline and
wireless Internet access, unlimited dial-up roaming access to
IFX Network's POPs throughout the Latin American region, web
design, web-hosting and co-location, dial-up local area network,
or LAN services, and virtual private network, or VPN services,
and full technical support.


IMC GLOBAL: Amends Credit Facility to Relax Financial Covenants
---------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced the amendment of its
5-year, approximately $470 million bank credit facility of May
2001 that includes easement of certain financial covenants.

Information obtained from http://www.LoanDataSource.comshows  
that IMC Global, Inc., and certain of its subsidiaries, as
Borrower, are party to a Credit Agreement dated as of May 17,
2001, as amended, with a consortium of lenders led by JPMORGAN
CHASE BANK (successor to THE CHASE MANHATTAN BANK), as
administrative agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., as
syndication agent.  That Credit Agreement provides IMC a $290
million term loan and a $210 million of revolving credit.

In August, the Lenders gave their consent for IMC Global to
redeem all of its outstanding 10.75% Notes due 2003.

Prior to the most-recent Amendment disclosed this week, IMC had
promised to comply with two key financial tests:

   (A) INTEREST EXPENSE COVERAGE RATIO.  
       IMC covenanted that it would not permit the ratio of (a)
       Consolidated EBITDA to (b) Consolidated Interest to fall
       below:
                                               Minimum Interest
               For the Period                   Coverage Ratio
               --------------                  ----------------
        Prior to and on December 31, 2001        1.95 to 1.00

        January 1, 2002 through and
        including September 30, 2002             1.50 to 1.00

        October 1, 2002 through and
        including December 31, 2002              1.75 to 1.00

        January 1, 2003 through and
        including June 30, 2004                  2.00 to 1.00

    (B) TOTAL LEVERAGE RATIO.  
        IMC covenanted that it would not permit its Total
        Leverage Ratio to exceed:

                                                Maximum Total
               For the Period                   Leverage Ratio
               --------------                   --------------
        Prior to and on December 31, 2001        6.50 to 1.00

        January 1, 2002 through and
        including March 31, 2002                 7.50 to 1.00

        April 1, 2002 through and
        including June 30, 2002                  7.75 to 1.00

        July 1, 2002 through and
        including September 30, 2002             7.50 to 1.00

        October 1, 2002 through and
        including December 31, 2002              6.85 to 1.00

        January 1, 2003 through and
        including March 31, 2003                 6.50 to 1.00

        April 1, 2003 through and
        including June 30, 2003                  6.00 to 1.00

        July 1, 2003 through and
        including September 30, 2003             5.50 to 1.00

        October 1, 2003 through and
        including December 31, 2003              5.25 to 1.00


"Our renegotiated credit facility gives IMC Global improved
financial flexibility as we work to strengthen our balance sheet
and position the Company for maximum upside earnings and cash
flow leverage from a continuing global phosphate market
recovery," said Douglas A. Pertz, Chairman and Chief Executive
Officer of IMC Global.

While largely precipitated by a significant decline in
diammonium phosphate (DAP) selling prices in the fourth quarter
of 2002, the credit facility amendment today coincides with a
rapid, seven-week surge in DAP pricing since the start of 2003,
Pertz noted. The sharp rebound has restored DAP prices to levels
equivalent to and even higher than those existing before the
large decline in the fourth quarter of 2002. Now at its highest
level in about 3-1/2 years, the current Tampa DAP export spot
price of about $172 per metric ton compares to a 2002 year-end
low of $149.

"While our phosphate margins are still being squeezed by higher
ammonia and sulphur raw material costs in the first quarter,"
Pertz said, "the swift DAP pricing recovery is very encouraging
and suggests that 2003 should be yet another year of improving
worldwide phosphate fundamentals."

He added that the U.S. phosphate market is extremely tight with
inventories at very low levels. Producers appear to be generally
in balance through March, Pertz said, as demand builds in
advance of an expected strong U.S. spring planting season, given
higher crop prices, very low grain stocks, a forecasted increase
in corn and wheat planted acreage, and the need to boost
phosphate and potash soil levels. IMC has issued new domestic
phosphate list prices with significant posted increases for the
Central Florida rail car, New Orleans barge and interior
warehouse markets.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry. For more information, visit IMC Global's Web
site at http://www.imcglobal.com  

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch has affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


INDYMAC MANUFACTURED: Poor Performance Spurs S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of IndyMac Manufactured Housing Contract Pass-Through
Trust 1998-2.

The rating actions reflect the poor performance of the
underlying pool of manufactured housing contracts and high
projected cumulative net losses. In addition, the default of the
class B-1 certificates reflects the liquidation loss interest
shortfall experienced by this class in the amount of $10,037.79
on the January 2003 payment date. Given the location of write-
down B-1 interest at the bottom of the transaction payment
priority waterfall (after senior principal), in conjunction with
the adverse collateral performance, Standard & Poor's believes
that class B-1 interest shortfalls will continue to be
prevalent.

After 54 months of performance, and with a pool factor of 46%,
IndyMac 1998-2 displays a cumulative net loss rate and a
repossession inventory rate that significantly exceed
expectations at 12.58% of the original pool balance and 5.31% of
the current pool balance, respectively. In addition, recovery
rates on liquidated collateral continue to be very low (16.94%
cumulative recovery rate for January 2003) and the percentage of
the collateral pool that consists of receivables that are 90-or-
more days delinquent is significant at 7.43%. In the third
quarter of 1998, IndyMac Inc. announced that it was exiting the
manufactured housing originations business. This has negatively
affected its dealer network relationships, and, consequently,
its ability to liquidate repossessed collateral at reasonable
recovery levels.

The adverse collateral performance described above has resulted
in the depletion of transaction overcollateralization, the
complete write-down of the class B-2 certificates and, more
recently, the partial write-down of the class B-1 certificates
to their current amount of $7,912,028.64 from their original
invested amount of $9,754,000. In addition, unpaid class B-1 and
B-2 liquidation loss interest shortfalls have accumulated and
currently total $10,037.79 and $790,969.08, respectively.

High losses have reduced the transaction's overcollateralization
ratio to zero and have resulted in the complete write-down of
the class B-2 certificates from the original balance of
$10,327,900.00. Standard & Poor's lowered its rating on the
class B-2 certificates from 'CCC-' to 'D' in December 2001 to
reflect an outstanding liquidation loss interest shortfall.
Furthermore, as the collateral pool continues to experience
high losses, the class B-1 certificates are being written down
to the current balance of $7,912,028.64 from the original
balance of $9,754,000.

Standard & Poor's previously lowered its rating on the class M-1
and M-2 mezzanine certificates and the class B-1 and B-2
subordinate certificates in October 2000, while placing the
rating on the senior classes on CreditWatch negative. At that
time, the rating on the class B-1 certificates was lowered to
'BB-' from 'BBB'. In May 2001, Standard & Poor's downgraded all
IndyMac 1998-2 classes due to worse-than-expected credit
performance, at which time, the rating on the B-1 class was
lowered to 'B-' with CreditWatch negative implications from 'BB-
'. In September 2002, the rating on the class B-1 certificates
was lowered to 'CCC-' in anticipation of a liquidation loss
interest shortfall.

The future liquidation of repossession inventory in conjunction
with IndyMac 1998-2's low recovery rate is expected to further
affect the remaining credit support negatively. Standard &
Poor's does not believe that the remaining credit support is
sufficient to maintain the previous ratings.

                        RATINGS LOWERED
   
             IndyMac Manufactured Housing Contract
                   Pass-Through Trust 1998-2
   
            Class        Rating
                     To          From
            A-2      BBB         A
            A-3      BBB         A
            A-4      BBB         A
            M-1      B+          BBB-
            M-2      CCC         BB-
            B-1      D           CCC-


INSIGHT COMMS: Dec. 31 Working Capital Deficit Stands at $33MM
--------------------------------------------------------------
Insight Communications Company (Nasdaq:ICCI) announced financial
results for the three months and year ended December 31, 2002.

Revenue for the year ended December 31, 2002 totaled $807.9
million, an increase of 11% over the prior year, due primarily
to customer gains in high-speed data and digital services and
increased basic rates. Operating cash flow (a non-GAAP measure
calculated as operating income or loss before depreciation,
amortization and non-recurring high-speed data charges)
increased to $359.6 million in 2002 from $316.4 million in 2001,
an increase of 14%. Excluding the operating results of
SourceSuite, which was consolidated effective January 1, 2002,
operating cash flow for the year ended December 31, 2002 totaled
$360.6 million, in line with expectations.

"We are very pleased with our 2002 performance. Our focus on
offering superior customer service has helped us deliver strong
growth in new product additions, more and more of which are
coming from bundled sales," said Michael S. Willner, Vice
Chairman and Chief Executive Officer. "I am particularly excited
about our strong Revenue Generating Unit growth. I believe these
results reflect our strategic success in bundling voice, video
and data over one network."

For the three months ended December 31, 2002, revenue and
operating cash flow totaled $210.7 million and $96.1 million,
respectively, representing increases of 11% and 14% over the
prior year. Excluding SourceSuite, operating cash flow totaled
$96.2 million.

As of December 31, 2002, Revenue Generating Units, representing
the sum of basic, digital, high-speed data and telephone
customers, as defined by the NCTA Standard Reporting Categories,
totaled 1,798,900 compared to 1,640,200 as of December 31, 2001,
representing a 10% growth rate. Excluding the Illinois systems,
which are currently winding up their rebuilds, the growth rate
was 12%.

Net basic additions increased slightly, resulting in 1,288,800
basic customers as of December 31, 2002. Excluding Illinois, net
basic additions totaled 4,200, reflecting a growth rate of .5%.
Net digital additions totaled 76,900, reflecting a growth rate
of 30%, resulting in 334,700 digital customers as of December
31, 2002. Excluding Illinois, net digital additions totaled
58,900, reflecting a growth rate of 31%. Net high-speed data
additions totaled 56,700 (including an upward bulk adjustment of
3,200), reflecting a growth rate of 64%, resulting in 144,800
high-speed data customers as of December 31, 2002. Excluding
Illinois, net high-speed data additions totaled 46,400,
reflecting a growth rate of 78%. Net telephone additions totaled
24,800, resulting in 30,600 telephone customers as of
December 31, 2002.

RGU growth for the quarter was 45,300, up over the prior year's
quarter growth of 42,600. Penetration of new services continues
to increase, with digital customer penetration at 27% as of
December 31, 2002, up from 23% as of December 31, 2001; modem
penetration at 7% as of December 31, 2002, up from 5% as of
December 31, 2001; and telephone penetration at 7% as of
December 31, 2002, up from 4% as of December 31, 2001.

Fourth quarter average monthly revenue per basic customer
totaled approximately $54.50, a $5.16 or 10% increase over the
prior year quarter, driven by basic rate increases and growth in
new services. Basic rates increased $2.18 on average, up 7% over
the prior year's quarter. New services caused substantial
increases in average monthly revenue per basic customer, with
average monthly digital revenue per basic customer up $0.93 or
26%, and average monthly high-speed data revenue per basic
customer up $1.72 or 60% over the prior year's quarter.

Capital expenditures totaled $283.0 million for the year ended
December 31, 2002. Of the total, approximately 37% was for
Customer Premise Equipment and 31% was for Upgrade/Rebuild costs
as defined by the NCTA Standard Reporting Categories. For the
year ended December 31, 2002, capital expenditures per customer
totaled approximately $220. As of December 31, 2002, including
Illinois, 89% of plant mileage was 750 MHz or greater, and 92%
of plant mileage was two-way active. Capital was funded through
cash generated from operations as well as through bank
borrowings.

"Our bundling strategy is resulting in solid cash flow growth
and higher cash flow margins. In addition, our Illinois rebuilds
are nearing completion during the first half of this year,
resulting in a significant decrease in our capital spending. The
result of all this will make us free cash flow positive for the
second half of 2003 and will reduce our leverage by one turn,"
said Dinesh C. Jain, Senior Vice President and Chief Financial
Officer. "Additionally, we added to our overall liquidity by
completing a $185 million tack-on to our 9.75% Midwest Senior
Notes which demonstrated our continued excellent ability to
access the capital markets."

Monthly operating cash flow margin per basic customer increased
to 46% for the quarter ended December 31, 2002, up from 44% over
the prior year's quarter. Excluding the results from
SourceSuite, for the three months ended December 31, 2002,
operating cash flow per customer totaled $24.87, up $2.95 or 13%
from $21.92 in the prior year.

                         2003 Guidance

In 2003, we expect operating cash flow to grow by approximately
11.5% to 13.5%. Additionally, we expect to spend approximately
$220.0 million on capital expenditures.

                    Operating Data Results

Revenue increased $79.5 million or 11% to $807.9 million for the
year ended December 31, 2002, from $728.3 million for the year
ended December 31, 2001. The increase in revenue was primarily
the result of gains in our high-speed data and digital services
with revenue increases over the prior year's period of 65% and
40%. In addition, our basic cable service revenue increased
primarily due to basic cable rate increases.

Average monthly revenue per basic customer, including management
fee income and SourceSuite revenue, was $52.11 for the year
ended December 31, 2002 compared to $47.49 for the year ended
December 31, 2001, primarily reflecting the continued successful
rollout of new product offerings in all markets. Average monthly
revenue per basic customer for high-speed data and interactive
digital video increased to $8.07 for the year ended December 31,
2002 from $5.41 for the year ended December 31, 2001.

Programming and other operating costs increased $15.9 million or
6% to $274.8 million for the year ended December 31, 2002, from
$258.9 million for the year ended December 31, 2001. The
increase in programming and other operating costs was primarily
the result of increased programming rates for our classic and
digital service as well as for additional programming added in
rebuilt systems offset by decreases in high-speed data costs.
Programming costs increased 11% for the year ended December 31,
2002 as compared to the year ended December 31, 2001.

Selling, general and administrative expenses increased $20.5
million or 13% to $173.5 million for the year ended December 31,
2002, from $153.0 million for the year ended December 31, 2001.
The increase in selling, general and administrative expenses was
primarily the result of increased customer service and insurance
costs partially offset by a decrease in marketing costs.

On September 28, 2001, At Home Corporation, the former provider
of high-speed data services for all of our systems except for
those located in Ohio, filed for protection under Chapter 11 of
the Bankruptcy Code. For the purpose of continuing service to
existing customers and to resume the provisioning of service to
new customers, we entered into an interim agreement with @Home
to extend service through November 30, 2001. Further, in
December 2001, we entered into an additional interim service
arrangement whereby we paid $10.0 million to @Home to extend
service for three months through February 28, 2002, which was
recorded as expense ratably over this three-month period.

As a result of these interim arrangements, we incurred
approximately $2.8 million in excess of our original agreed-to
cost for such services rendered during the year ended
December 31, 2001. Additionally, as of December 31, 2001, we
recorded an allowance for bad debt of $1.0 million for a net
receivable from @Home in connection with monies @Home collected
from our high-speed data customers on our behalf prior to
September 28, 2001. Additionally, we incurred approximately $4.1
million in excess of our original agreed-to cost for such
services rendered during the three months ended March 31, 2002.
These additional costs are included in non-recurring high-speed
data service charges in our statement of operations.

Depreciation and amortization expense decreased $166.9 million
or 44% to $216.5 million for the year ended December 31, 2002,
from $383.4 million for the year ended December 31, 2001. The
decrease in depreciation and amortization expense was primarily
the result of ceasing the amortization of goodwill and
indefinite lived intangible assets associated with the adoption
of SFAS No. 142, effective January 1, 2002. This was partially
offset by an $11.1 million write-down of the carrying value of
current video-on-demand equipment, which was replaced as of
December 31, 2002 in connection with our transition to a new
video-on-demand service provider.

Operating cash flow increased $43.2 million or 14% to $359.6
million for the year ended December 31, 2002, from $316.4
million for the year ended December 31, 2001. This increase was
primarily due to increased digital and high-speed data revenue,
partially offset by increases in programming and other operating
costs and selling, general and administrative costs. Excluding
SourceSuite, operating cash flow for the year ended December 31,
2002 totaled $360.6 million.

Interest expense decreased $8.3 million or 4% to $204.7 million
for the year ended December 31, 2002 from $213.0 million for the
year ended December 31, 2001. This decrease was the result of
lower interest rates, which averaged 7.9% for the year ended
December 31, 2002, compared to 8.7% for the year ended December
31, 2001. Partially offsetting this decrease was higher
outstanding debt, which averaged $2.5 billion for the year ended
December 31, 2002, compared to $2.1 billion for the year ended
December 31, 2001.

For the year ended December 31, 2002, the net loss was $48.0
million, primarily for the reasons set forth above.

The Company's December 31, 2002 balance sheet shows a working
capital deficit of about $33 million.

Insight Communications (Nasdaq:ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.4 million
customers highly concentrated in the four contiguous states of
Illinois, Kentucky, Indiana and Ohio. Insight specializes in
offering bundled, state-of-the-art services in mid-sized
communities, delivering basic and digital video, high-speed data
and the recent deployment of voice telephony in selected markets
to its customers.


J.T. WALLENBROCK: Court Establishes March 31 as Claims Bar Date
---------------------------------------------------------------
On January 28, 2002, the SEC obtained an order temporarily
enjoining J.T. Wallenbrock & Associates, Larry Toshio Osaki, Van
Y. Ichinotsubo, and Citadel Capital Management Group, Inc., from
engaging in fraud, making unregistered sales of securities, and
acting as unregistered brokers in violation of federal
securities laws. The SEC alleged that the defendants raised at
least $200 million from more than 1,000 investors nationwide
purportedly to purchase accounts receivable.

On February 21, 2002, the U.S. District Court for the Central
District Of California appointed James H. Donell as the receiver
of Wallenbrock and Citadel (SEC vs. Wallenbrock & Citadel, Civ.
Action. No. 02-00808).  Among other things, Mr. Donell was given
the power to oversee all aspects of the operations of
Wallenbrock and Citadel, to take control and determine the value
of the companies' assets and property, and to gather information
on investors.

The Court further ordered Wallenbrock and Citadel and their
owners, partners, officers, directors, and employees to transfer
within ten days from February 21, 2002, all assets, funds, and
other property that are presently held in foreign locations in
the name of Wallenbrock or Citadel, or for the benefit or under
the control of any of them, or over which they exercise actual
investment or other authority including signatory authority.

The Court also directs that all persons having a vested interest
or who or believes has claim against J.T. Wallenbrock &
Associates or Citadel Capital Management Group, Inc., to submit
their claims to the Debtors' Receiver, James Donell, on or
before March 31, 2003, or be forever barred from asserting their
claims.

In order to receive a Court-approved claim form, write to:

      James H. Donell, Receiver  
      12121 Wilshire Boulevard, Suite 200
      Los Angeles, California 90025.

Claim forms and instructions can also be downloaded at
http://www.jimdonell.com


KENTUCKY ELECTRIC: Brings-In Vanantwerp Monge as Special Counsel
----------------------------------------------------------------
Kentucky Electric Steel, Inc., asks for approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to engage
Vanantwerp, Monge, Jones & Edwards LLP as special counsel.

The Debtor relates that Vanantwerp Monge has represented the
Debtor on various legal matters since 1993.  Consequently,
Vanantwerp Monge has an extensive and thorough knowledge of the
Debtor's history and the Debtor's business operations.  The
Debtor assures the Court that Vanantwerp Monge will be critical
to addressing the myriad issues that may arise during the course
of this chapter 11 case.

Additionally, the Debtor seeks authorization to retain the
Vanantwerp Monge to represent the Debtor on matters directly
adverse to clients of the Debtor's bankruptcy counsel, Frost
Brown Todd LLC, in matters unrelated to this chapter 11 case.

By retaining Vanantwerp Monge as its special counsel in the
Potential Conflict Matters, the Debtor will be able to address
its responsibilities in any Potential Conflict Matters.

The professionals of the Vanantwerp Monge currently expected to
provide services to the Debtor are:

          William H. Jones, Jr.     $195 per hour
          Gregory L. Monge          $195 per hour
          Kimberly S. McCann        $195 per hour
          Christopher A. Dawson     $145 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: Richards Layton Picked as Bankruptcy Counsel
-------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Richards, Layton & Finger, P.A., as their
Counsel in this bankruptcy proceeding.

The Debtors tell the Court that they have selected Richards
Layton as their counsel in these chapter 11 cases because of the
firm's extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations
under chapter 11 of the Bankruptcy Code and because of its
expertise, experience, and knowledge practicing before this
Court, its proximity to the Court, and its ability to respond
quickly to emergency hearings and other emergency matters in
this Court.

Richards Layton will be required to:

     a) advise the Debtors of their rights, powers and duties as
        debtors and debtors in possession;

     b) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

     c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtors'
        estates;

     e) perform all other necessary legal services in connection
        with the Debtors' chapter, 11 cases.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates
are:

          Daniel J. DeFranceschi     $390 per hour
          John H. Knight             $310 per hour
          Rebecca L. Scalio          $220 per hour
          Patrick M. Lethem          $220 per hour
          Alfonso J. Lugano          $115 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.


KMART CORPORATION: Illinois Court Approves Disclosure Statement
---------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced that the U.S.
Bankruptcy Court for the Northern District of Illinois has
approved the Disclosure Statement filed in connection with the
Company's First Amended Joint Plan of Reorganization. The
Bankruptcy Court also authorized the Company to begin soliciting
approval from its creditors for its amended Plan of
Reorganization. With this action, Kmart remains on schedule to
complete its "fast-track" reorganization and emerge from Chapter
11 protection on or about April 30, 2003.

The First Amended Joint Plan of Reorganization and related
Disclosure Statement -- which has received the formal
endorsement of the statutory creditors' committees in Kmart's
Chapter 11 cases, as well as the support of ESL Investments,
Inc. and Third Avenue Value Fund as "plan investors" -- amends
the prior documents filed with the Court on January 24, 2003, to
reflect the comments of certain parties in interest and certain
other negotiated terms.

At a hearing Tuesday in Chicago, the Honorable Susan Pierson
Sonderby ruled that the Company's Disclosure Statement contained
adequate information for the purposes of soliciting creditor
approval for the amended Plan. A confirmation hearing for the
Court to consider approval of the Plan has been scheduled for
April 14 and 15, 2003. By March 7, 2003, Kmart will mail notice
of the proposed confirmation hearing and begin the process of
soliciting approvals for the Plan from qualified claim holders.
Assuming that the requisite approvals are received and the Court
confirms the Plan under the current timetable, Kmart presently
intends to emerge from Chapter 11 reorganization on or about
April 30, 2003.

Kmart President and Chief Executive Officer Julian Day said,
"Our momentum continues to build as we move ever closer to
concluding our reorganization and emerging from Chapter 11 in a
stronger and more financially stable position. We are very
pleased to have received the support of our statutory creditors'
committees, the Plan Investors and the prepetition banks for our
amended Plan of Reorganization."

        Amendments To Proposed Plan of Reorganization

As previously reported, Kmart's proposed Plan of Reorganization
calls for a substantial investment by two Plan Investors -- ESL
Investments, Inc., and Third Avenue Value Fund -- in furtherance
of Kmart's financial and operational restructuring. Under the
terms of an Investment Agreement entered into with the Company,
the Plan Investors will invest at least $140 million in exchange
for shares of stock in the reorganized Kmart. Kmart also has a
call right, and ESL has an option, in the Investment Agreement
for up to an additional $60 million of convertible unsecured
note financing from ESL subject to the terms of the Investment
Agreement. In addition, ESL has agreed that the cash that it
would receive under the Plan of Reorganization as a holder of
Kmart's prepetition bank debt, approximately $152 million, will
be used to purchase additional equity.

Pursuant to the Plan, holders of Kmart's prepetition bank debt
(other than ESL) would receive 40 cents for each dollar of debt
they hold. Holders of prepetition notes and debentures issued by
Kmart and trade creditors, service providers and landlords with
lease rejection claims will share in the stock of reorganized
Kmart, other than the shares allocated to the Plan Investors. As
is defined further in the amended Plan of Reorganization,
holders of prepetition notes and debentures will receive
approximately 29% of the stock of reorganized Kmart to be
outstanding immediately following the effective date of the
Plan, while trade creditors, service providers and landlords
with lease rejection claims will receive approximately 37% of
the stock.

The amended Disclosure Statement contains a number of revisions
and additions to the document filed in January. Among other
items, it provides an update of the Stewardship Review being
conducted under the direction of the Audit Committee of the
Kmart Board of Directors.

                   Solicitation Timetable

The solicitation timetable authorized by the Court is as
follows:

* February 18, 2003 is the Record Date. Holders of claims as of
this date will receive the mailing from Kmart and be entitled to
vote on the Plan.

* March 7, 2003 is the last day for Kmart to mail its
solicitation.

* March 14, 2003 is the last day for Kmart to file objections to
claims that would prevent a claimholder from voting on the Plan
unless the claimholder obtains temporary allowance of the claim
with the Court.

* March 28, 2003 is the deadline by which creditors must file
motions to seek temporary allowance of claims (for voting
purposes only) that have been objected to by Kmart or must
otherwise be temporarily allowed in order to be permitted to
vote on the Plan. Beginning on March 29, 2003, copies of the
exhibits can be obtained electronically from the Company's
claims and voting agent at www.trumbull-services.com , the Court
at www.ilnb.uscourts.gov or by email request to
kmart_info@skadden.com .

* March 28 is also the date by which all exhibits to the
Disclosure Statement will be filed.

* April 4, 2003 is the Voting and Objection Deadline. This is
the deadline for receipt of ballots on the Plan of
Reorganization and the filing of objections in the Court to
confirmation of the Plan.

* April 14 and 15, 2003 are the dates on which the Confirmation
Hearing for the Plan has been scheduled.

* April 30, 2003 is the date targeted for Kmart's emergence from
Chapter 11.

                        Other Matters

At Tuesday's monthly omnibus hearing, the Court approved a
motion seeking to extend the periods in which Kmart has the
exclusive right to file and solicit acceptances of a plan of
reorganization. The Court also entered an order approving a
commitment fee and expense reimbursement in connection with the
agreement between Kmart and the Plan Investors.

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


KMART CORP: Seeks Extension of Exclusive Period to June 30
----------------------------------------------------------
Although Kmart Corporation and its 37 debtor-affiliates have
already filed a reorganization plan and obtained approval of
their disclosure statement.  As Kmart heads toward the finish
line in its chapter 11 restructuring, it also wants a further
extension of the periods within which the Company -- and only
the Company -- has the exclusive right to file a chapter 11 plan
and solict and obtain acceptances of that plan from creditors.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, explains that the Debtors want to make sure that they will
not be distracted by the filing of competing plans while they
continue to work with parties-in-interest to achieve what they
believe will be a fully consensual restructuring plan.  
Extending the Exclusive Periods will also give the Debtors more
time to stabilize their businesses and lay the groundwork for a
truly effective plan.

Mr. Butler reminds the Court that the Debtors' cases are large
and complex.  The Debtors' cases are currently among the largest
pending before any bankruptcy court in the United States.
Thirty-eight affiliated entities filed for Chapter 11
protection. As of the Petition Date, the Debtors employ over
240,000 associates and maintain a massive retail operation with
over 2,100 stores.  The Debtors control more than 200,000,000
square feet of commercial real estate through 2,000 unexpired
leases of non-residential real property and other significant
land holdings.  They operate in all 50 states as well as in
Puerto Rico, the U.S. Virgin Islands and Guam.  The Debtors also
listed roughly $14,300,000,000 in assets, $10,000,000,000 in
liabilities and $37,000,000,000 in annual sales.

While they hope that the Plan will be confirmed and will
subsequently go into effect, as a precaution, the Debtors seek
to extend the Exclusive Periods to provide additional time to
refine, if necessary, the Reorganization Plan from time to time.

For these reasons, the Debtors propose an extension their
Exclusive Plan Proposal Period for 122 more days, through and
including June 30, 2003 and their Exclusive Solicitation Period
for another 129 days, through and including August 29, 2003.

Mr. Butler assures the Court that the Debtors are not seeking an
extension to pressure creditors to accept the Reorganization
Plan.  The Debtors will continue to negotiate with the statutory
committees on terms that will allow the committees to support
the Plan as well as the Debtors' proposed emergence in April
2003. (Kmart Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.00% bonds due 2003
(KM03USR6) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


KMART CORP.: SEC Sues Ex-Execs Indicted in $42 Million Fraud
------------------------------------------------------------
The Securities and Exchange Commission filed a civil action
against two former officers of Kmart, Enio A. Montini, Jr. and
Joseph A. Hofmeister.  Montini and Hofmeister were also indicted
yesterday by the United States Attorney's Office for the Eastern
District of Michigan on related criminal charges.

The SEC's civil complaint, filed in the United States District
Court for the Eastern District of Michigan, alleges that:

     (A) Enio A. Montini, Jr. was Senior Vice President and
General Merchandise Manager of Kmart's Drug Store Division.
Joseph A. Hofmeister was Divisional Vice President of
Merchandising within the Drug Store Division.
  
     (B) Montini and Hofmeister negotiated a multi-year contract
with one of Kmart's vendors, American Greetings Corporation,
pursuant to which American Greetings paid Kmart an "allowance"
of $42,350,000 on June 20, 2001. Generally accepted accounting
principles, as well as the company's own accounting policies and
practices, required that the $42 million be recognized over the
term of the agreement.
  
     (C) Montini and Hofmeister lied to Kmart accounting
personnel and concealed a side letter relating to the $42
million payment from American Greetings in order to improperly
recognize the entire amount in the quarter ended August 1, 2001.
Those deceptions caused Kmart to understate losses by $0.06 per
share.   

The SEC charges Montini and Hofmeister with violations of the
antifraud provisions of Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 thereunder, the reporting and
bookkeeping provisions of Rules 13b2-1 and 13b2-2 of the
Exchange Act, and the reporting, bookkeeping, and internal
control provisions of Sections 13(a), 13(b)(2)(A) and
13(b)(2)(B) of the Exchange Act and Rules 13a-13 and 12b-20
thereunder. The SEC seeks as relief permanent injunctions,
disgorgement of ill-gotten gains (including a $750,000
forgivable cash loan Montini received from the company) with
prejudgment interest, civil money penalties, and officer and
director bars.

The civil suit is captioned Securities and Exchange Commission
v. Enio A. Montini, Jr. and Joseph A. Hofmeister, Civil Action
No. 03-70808 (Borman, J.; Capel, M.J.) (E.D. Michigan, filed
February 26, 2003).  A full-text copy of the SEC's civil
complaint is available at no charge at:

   http://www.sec.gov/litigation/complaints/comp18000.htm

The SEC says its investigation into pre-bankruptcy accounting
fraud at Kmart continues.  


LODGENET ENTERTAINMENT: Alex. Brown Discloses 7.60% Equity Stake
----------------------------------------------------------------
Alex. Brown Investment Management, a Maryland Limited
partnership, and a registered investment advisor, beneficially
owns 948,600 shares, or 7.6%, of the outstanding common stock of
LodgeNet Entertainment Corporation.  Alex. Brown Investment
Management holds sole voting and dispositive powers over the
stock.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of television-based
broadband, interactive services to the lodging industry, serving
more hotels and guest rooms than any other provider throughout
the United States and Canada, as well as select international
markets.  These services include on-demand digital movies,
digital music and music videos, Nintendo(R) video games, high-
speed Internet access and other interactive television services
designed to serve the needs of the lodging industry and the
traveling public.  As one of the largest companies in the
industry, LodgeNet provides service to 930,000 rooms (including
more than 850,000 interactive guest pay rooms) in more than
5,600 hotel properties worldwide.  More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on NASDAQ and trades under the symbol LNET.

The company reported a working capital deficit of about $7.5
million and total shareholders equity deficit of about $90
million at Sept. 30, 2002.


LTV CORP: AIG Insurance Seeks Arbitration of Claim Objection
------------------------------------------------------------
National Union Fire Insurance Company of Pittsburgh, American
Home Assurance Company, The Insurance Company of the State of
Pennsylvania, Commerce & Industry Insurance Company, Birmingham
Fire Insurance Company, Illinois National Insurance Company,
American International South insurance Company, AIU Insurance
Company, and other entities related to American International
Group, Inc., represented by Brian T. McElroy, Esq., with Janik &
Dorman LLP in Cleveland, ask Judge Bodoh to order the objection
filed by The LTV Corporation and its debtor-affiliates to
National Union's $5,889,183 claim to arbitration.

National Union believes that the objection is without merit;
nonetheless, if there is a dispute about the claim, that dispute
must be heard in arbitration as a matter of law because of an
arbitration provision in National Union's contract with the
Debtor.  Further, section 3 of title 9 of USC directs that any
federal court, having before it an agreement with an arbitration
provision, is to refer the matter to arbitration and stay any
related trial until the arbitration has been held in accord with
the terms of the agreement, so long as the applicant for
arbitration is not in default. (LTV Bankruptcy News, Issue No.
44; Bankruptcy Creditors' Service, Inc., 609/392-00900)


LUCENT TECH.: S&P Affirms B- Credit Rating over Reduced Losses
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating and its other ratings on Lucent
Technologies Inc., and removed them from CreditWatch, where they
had been placed on Oct. 11, 2002. The outlook is negative.

The action reflects Standard & Poor's view that Lucent's reduced
operating losses and stabilizing cash flows, combined with its
current liquidity, should enable it to sustain its industry
position over the intermediate period. The outlook recognizes
the significant challenges the company faces in a very uncertain
communications marketplace.

Murray Hill, New Jersey-based Lucent, a major supplier of
communications equipment for service providers, had $7.2 billion
of debt, capitalized operating leases, and preferred stock
outstanding at December 31, 2002.

Lucent expects to trim its losses further in the March period,
part of its commitment to achieve breakeven net income on $2.5
billion in quarterly revenues, by the September 2003 quarter.
Its losses abated in the December 2002 quarter as it cut its
costs in light of sustained depressed business conditions.

Still, industry conditions are highly challenging, as customers'
spending plans are expected to be fluid well into 2004, and the
company's revenue targets might not be achievable. Customers are
seeking to minimize their capital expenditures, while sustaining
acceptable levels of customer service, and select among multiple
competing vendors for most products. Lucent's longer-term
profitability will depend on its product mix and volumes,
competitive pricing, and the sustained effectiveness of several
historical cost reduction actions.

"Lucent faces rapidly evolving markets, which could impair its
ability to sustain recent revenue levels and impede its ability
to execute its plans to achieve and maintain profitability in
coming quarters. While some progress has been made, if the
company does not continue to bolster its profitability and other
debt protection measures, ratings could still be lowered," said
Standard & Poor's credit analyst Bruce Hyman.

Lucent Technologies' 7.700% bonds due 2010 (LU10USR1) are
trading at about 32 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for  
real-time bond pricing.


MASSEY ENERGY: Board of Directors Declares Quarter Dividend
-----------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported that its Board of
Directors, at a regularly scheduled meeting, declared a
quarterly dividend in the amount of $.04 per share to be paid on
April 15, 2003 to shareholders of record on April 1, 2003.

Massey Energy Company, headquartered in Richmond, Virginia, is
the fifth largest coal producer by revenue in the United States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's lowered its long-term corporate
credit rating on coal mining company Massey Energy Co., to non-
investment-grade 'BB' from 'BBB-' based on concerns regarding
the Richmond, Virginia-based company's access to capital
markets. Standard & Poor's said that it has also withdrawn its
'A-3' short-term corporate credit and commercial paper ratings
on the company.

The company has $585 million in debt outstanding. The current
outlook is developing. A developing outlook indicates that the
ratings could be raised, lowered, or affirmed.

Standard & Poor's said that at the same time it has assigned its
'BB+' senior secured bank loan rating to Massey's $400 million
of secured revolving credit facilities.


METALS USA: Dimensional Fund Dumps Equity Ownership
---------------------------------------------------
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 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
Metal USA securities that are owned by the Funds, and may be
deemed to be the beneficial owner of the Metals USA shares held
by the Funds.

In its February 3, 2003 regulatory filing with the Securities
and Exchange Commission, 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
Metals' common stock.

"None of Dimensional Fund's advisory clients owns more than 5%
of Metals USA's common stock.  Dimensional Fund disclaims
beneficial ownership of all these securities," Ms. Newell
relates. (Metals USA Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


METROMEDIA INT'L: Fails to Comply with AMEX Listing Guidelines
--------------------------------------------------------------
Metromedia International Group, Inc., (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, has received notice from the staff of the
American Stock Exchange indicating that the Exchange filed an
application with the United States Securities and Exchange
Commission on February 20, 2003, to strike the Company's Common
Stock and 7-1/4% Cumulative Convertible Preferred Stock from
listing and registration on the Exchange, effective at the
opening of the trading session on March 3, 2003.

The Exchange noted that the Company no longer complies with the
requirements for continued listing, citing the reasons
previously identified in the Company's press release dated
February 14, 2003.

The Company anticipates that, upon delisting from the AMEX, the
Company's shares will trade on the OTC bulletin board.

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

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

                       *      *      *

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

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

                     Noteholder Discussions

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

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

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


METROMEDIA INT'L: Elects Mark S. Hauf as Board Chairman and CEO
---------------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, announced that Mark S. Hauf has been appointed
Chairman of the Board of Directors, Chief Executive Officer and
President of the Company.

Mr. Hauf will replace Carl Brazell in such positions.  
Mr. Brazell will continue as a director of the Company.  Mr.
Hauf will also serve as the Chief Executive Officer of
Metromedia International Telecommunications, Inc.

Mr. Hauf has occupied several positions with affiliates of the
Company since 1996. As the Chief Operating Officer of MITI since
February 2002, he oversaw the Company's communications and media
businesses in Eastern Europe and the Commonwealth of Independent
States. Prior to that, he served as president of Metromedia
China Corporation, where he managed the Company's business
interests in the People's Republic of China, including wireless
and wireline telephony and information technology service
ventures. His career began with Wisconsin Bell in 1968, and
after the breakup of the Bell companies he joined Ameritech, a
regional Bell company. At Wisconsin Bell and Ameritech, Mr. Hauf
held various senior level operating, IT and marketing positions.
After leaving Ameritech in 1992 and prior to joining Metromedia
China in 1996, Mr. Hauf launched a start-up venture in cable
television and information services marketing and consulted on
several other telecommunications start-ups. Mr. Hauf holds
Bachelor of Science and Master of Business Administration
degrees from the University of Wisconsin.

The Company also announced that Matthew Mosner will no longer
serve as Senior Vice President, General Counsel and Secretary of
the Company. A replacement has not yet been named.

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

As previously reported, the Company must resolve its liquidity
issues, or it would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.


NAT'L CENTURY: Court Okays Appointment of Separate Subcommittees
----------------------------------------------------------------
Paul E. Harner, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that National Century Financial
Enterprises, Inc., and its debtor-affiliates are seeking to use
the cash collateral on which the creditors of NPF VI and NPF XII
have a lien.  To date, the Debtors have worked extensively with
informal creditors' committees of NPF VI and NPF XII, although
the process often has been cumbersome.

The Debtors believe that these Chapter 11 cases would run much
more effectively and efficiently should the NPF VI and NPF XII
bondholders be given official subcommittee or committee status.
Furthermore, because of their roles in these cases, the Debtors
believe that there is little risk of duplicative efforts among
the Debtors and the various committees and their professionals.

                     U.S. Trustee Objects

Dean Wyman, Esq., Senior Trial Attorney of the Office of the
U.S. Trustee for Region 9, notes that U.S. Trustee Saul Eisen
already formed a creditors' committee.  The composition of this
committee has changed since its formation.  The current
committee consists of eight creditors.

Two members of the Committee own bonds that are claims against
NPF XII while the other two members hold bonds that are claims
against NPF VI.  One member holds claims against both NPF XII
and NPF XI.  Three members of the Committee hold unsecured
claims. Therefore, the Committee members represent a diversity
of interests.

Mr. Wyman recounts that NPF VI, Inc. and NPF XII, Inc. creditors
request for two subcommittees or two additional committees on
the basis of:

   "Simply stated, the refusal to designate separate creditor
   representative bodies for NPF VI and for NPF XII will
   severely hamper the effective administration of these Chapter
   11 cases, and will hinder greatly the abilities of NPF VI and
   NFP XII noteholders to protect their overwhelming interests
   in these cases."

Mr. Wyman asserts that the burden is on the NPF VI and XII
creditors to show the need for adequate representation.  
However, these creditors have not met their burden.

Mr. Wyman argues that the Bondholders are adequately represented
by the Creditors' Committee because:

    (1) they are members of the Committee,

    (2) they have a significant voice as members,

    (3) they have the right to be represented by their own
        counsel, and

    (4) they have the right to be heard.

Ultimately, Mr. Wyman says, the nature of these cases calls for
a single committee.  For the foreseeable future, the Debtors
will be concentrating on collecting assets and pursuing
litigation to preserve and obtain recoveries.  Having three
separate committees will not advance these litigation and
collection activities.

To the contrary, the administrative costs associated with three
separate committees have the potential to disrupt and delay
activities in the case.  After all recoveries are completed,
then it may be appropriate to determine whether any class of
creditors has interests different from other creditors.

Thus, the U.S. Trustee asks the Court to deny the creditors'
request.

                      *     *     *

Pursuant to Section 1102(a)(2) of the Bankruptcy Code, Judge
Calhoun orders the United States Trustee to appoint separate NPF
VI, Inc. and NPF XII, Inc. subcommittees. (National Century
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONSRENT INC: Court Approves Kroll Zolfo's Re-employment
-----------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained the Court's
approval to re-employ Kroll Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors for the Debtors,
effective as of September 6, 2002.

As previously reported, Zolfo Cooper LLC, the Debtors' original
financial advisors is now a first-tier subsidiary of Kroll Inc.,
a publicly traded Delaware Corporation.  On September 5, 2002,
the members of Zolfo Cooper transferred all their membership
interests in the firm to Kroll.  On the same date, 100% of the
issued and outstanding shares in Zolfo Cooper's affiliates:

     * Zolfo Cooper Advisors, Inc.;
     * Zolfo Cooper Management Advisors, Inc. and
     * Zolfo Cooper Services, Inc.

were transferred to Zolfo Cooper Holdings, Inc.  In turn, 100%
of Zolfo Cooper Holdings' common stock was transferred to Kroll.
(NationsRent Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETROM INC: Completes Acquisition of Tempest Asset Management
-------------------------------------------------------------
Netrom Inc., (OTC:NRRM) has completed the acquisition of Tempest
Asset Management Inc. of Irvine, Calif.

The stock for stock transaction results in Tempest owning a
majority of the total issued and outstanding shares of Netrom,
Inc. The executed Agreement is subject to both parties complying
with certain performance terms, which must be completed within
180 days. These terms include a mutual effort to raise capital
to fund the growth of Tempest, restructuring of obligations of
Netrom, and the filing of an SB-2 Registration Statement. The
management and board of directors of both Netrom and Tempest
will remain independent through this performance period, after
which the two management teams will combine under the leadership
of Tempest founder and renowned Currency Trader Chris Melendez,
as the chief executive officer of Netrom.

Tempest Asset Management is a Foreign Currency Exchange (Forex)
trading firm founded in 2001 by Chris Melendez, the company's
CEO and internationally renowned currency trader. As stated in
the companies' Feb. 10, 2003 press release, "Forex" is a term
that refers to the Foreign Currency Exchange Market, where a
trader simultaneously buys one currency and sells another for
profit. Forex is the world's largest financial market with an
estimated average daily trading volume of more than $1.5
trillion, which is approximately 75 times greater than that of
the entire New York Stock Market.

Netrom Inc. (OTC:NRRM), headquartered in San Diego, was founded
in 1996. Since its inception, Netrom has been involved in the
development of technologies that are related to the Internet, as
well as developing new eBusiness models. In the first quarter of
2000 Netrom became insolvent and was forced into a major
reorganization. The company has been in the process of a
turnaround of its business with the primary objective being to
restore trading of its stock to the OTC BB and grow the company
through strategic acquisitions.

Tempest Asset Management Inc., is a development stage California
corporation headquartered in Irvine, Calif. The company provides
institutional grade Forex trading products and services to
individual investors. "Forex" is a term that refers to the
Foreign Currency Exchange Market where a trader simultaneously
buys one currency and sells another for profit, which is not
dependent on the market conditions of stocks, bonds or
commodities. The company was founded in 2001 by Chris Melendez,
its CEO and internationally renowned Forex trader. He gained his
expertise as a "market maker and proprietary currency trader" at
major financial institutions around the world. For additional
information visit http://www.tempestasset.com  

As previously reported, Netrom has spent the last six months
restructuring the Company and seeking a suitable candidate for
an acquisition.


NORTHWEST AIRLINES: Fitch Cuts Sr. Unsecured Debt Rating to B
-------------------------------------------------------------
Fitch Ratings has lowered the senior unsecured debt rating of
Northwest Airlines, Inc., to 'B' from 'B+'. The rating change
affects approximately $1.6 billion of the airline's outstanding
debt obligations. The Rating Outlook for Northwest remains
Negative.

Although Northwest's continuing focus on liquidity preservation
and cost control has supported the airline's ability to cope
successfully with an adverse industry operating environment,
Fitch remains concerned about Northwest's ability to avoid
further deterioration in its credit profile as fixed financing
obligations (interest, rents, scheduled debt payments and
required pension contributions) continue to rise. In light of
the discouraging industry revenue outlook for 2003,
characterized by weak passenger yields and still sluggish
business travel demand, prospects for Northwest to generate
strong operating cash flow this year remain poor. Senior
management has made it clear in recent weeks that a reduction of
labor costs will be a necessary component of the airline's
effort to realign expenses with a revenue base that has been
eroded substantially. Accordingly, Fitch will be focused on
future labor contract revisions as the key to a successful
restructuring and a return to profitability and strong cash flow
generation.

On top of scheduled debt maturities ($347 million in 2003 and
$669 million in 2004) and aircraft capital spending requirements
($1.8 billion in 2003, with $1.6 billion already funded through
new debt and leases), Northwest is facing a very large
underfunded pension obligation. Barring major changes in pension
funding rules or asset return performance, underfunded pensions
will present Northwest with growing cash flow challenges over
the next several years. Fitch estimates that Northwest's pension
plans were underfunded by approximately $3.2 billion on a
projected benefit obligation (PBO) basis as of December 31,
2002. While Northwest has successfully negotiated a plan with
the US Department of Labor to fund this year's required cash
contribution of $223 million with shares of Pinnacle Airlines
(Northwest's regional airline unit), cash funding requirements
are expected to grow in 2004 and beyond. This will force
Northwest to look for ways to defer cash contributions (probably
through allowed Internal Revenue Service waivers) or to alter
significantly the variables driving increases in the airline's
financial obligations to current and future retirees. Changes in
pay rates resulting from restructured labor contracts would
provide some relief by limiting the growth of the projected
benefit obligation and preventing a further worsening of the
underfunding problem. Like all other US companies with defined
benefit pension plans, Northwest's funding requirements would
also be mitigated if pension plan asset returns improve.

Liquidity remains a source of strength for Northwest in
comparison with the other high-cost major airlines. A year-end
2002 unrestricted cash balance of $2.1 billion represented 22%
of Northwest's annual operating revenues (highest of the US
majors). The airline's secured bank facility ($962 million)
matures in 2005. Northwest's owned and unencumbered aircraft are
primarily older, with little market value. As a result,
incremental access to the capital markets is expected to be very
limited for additional liquidity purposes.

Financing requirements related to Northwest's fleet replacement
program have pushed debt levels and aircraft rental expenses
higher. Total debt and capital lease obligations on the balance
sheet rose from $3.8 billion at year-end 2000 to approximately
$7.0 billion at the end of 2002. Northwest's fully drawn bank
revolving credit facility represents $962 million of the year-
end 2002 debt total. After deducting cash on hand, Northwest's
net debt increased from $3.1 billion at year-end 2000 to $4.9
billion at the end of 2002, reflecting the airline's
establishment of a significant liquidity buffer after September
11, 2001. It is important to note that increased debt levels
have resulted from higher capital spending on cost-efficient
aircraft (primarily Airbus narrowbodies, Boeing 757s and
Bombardier regional jets) that are having a positive impact on
the operating economics of the airline. Unlike higher-cost
majors such as American and United, Northwest's recent debt
additions have not been used to fund large operating cash flow
deficits.

Following the bankruptcy filings of US Airways and United in
2002 and the subsequent reduction in labor rates at those two
carriers, pressure is mounting for the solvent network carriers
to revisit contract provisions (pay rates, work rules and
benefit formulas) that contribute to the majors' cost
disadvantage versus low-cost carriers like Southwest, JetBlue
and AirTran. With a more competitive unit cost position than
both American and Delta, Northwest has indicated that it is
likely to follow those carriers in addressing contract changes
with its unionized employee groups. Northwest's pilot contract
becomes amendable in September, at which time changes in labor
costs might be expected to occur.

Like the other US major network airlines, Northwest faces
competitive pressure as a result of the growth of low-cost
carriers and rampant fare discounting over the last two years.
However, Fitch believes that Northwest is under far less
competitive pressure than the other majors, primarily because of
rather low route overlap with the low-cost carriers and a strong
market share position at its three domestic hubs (Minneapolis-
St. Paul, Detroit and Memphis). This has supported Northwest's
effort to retain a unit revenue (revenue per available seat
mile) premium over its principal network carrier rivals. In 2002
this unit revenue premium stood at approximately 10%.

Event risk related to the start of hostilities in Iraq is a
significant concern-particularly with respect to international
traffic. Especially in trans-Pacific markets, where Northwest
has a strong position, an extended demand shock (beyond the 3-4
month effect seen after the Gulf War in 1991) could erode
operating results further and complicate the task of maintaining
a secure liquidity position as the year goes on. Risk related to
fuel price movements is less of a concern, reflecting
Northwest's strong fuel hedging position in 2003. Northwest's
fuel exposure in the first quarter is fully hedged, and a
significant amount of remaining 2003 fuel exposure is hedged at
relatively attractive prices.

Fitch continues to believe that, among the US major airlines,
Northwest is probably in the best position to withstand follow-
on demand and fuel shocks that appear increasingly likely in
2003. By making liquidity and financial flexibility its biggest
priorities over the last several quarters, Northwest has ensured
that it will be in a position to benefit from future upheaval in
the industry. As carriers in financial distress (US Airways,
United and American) take the first steps to address the issue
of labor contract restructuring, Northwest is more likely to
succeed in its cost reduction efforts after new industry cost
benchmarks are established.

Fitch believes that Northwest stands to gain more than the other
majors from a potential United Chapter 7 liquidation as a result
of its extensive route overlap with United across the northern
half of the US and in trans-Pacific markets. It is unlikely that
other US majors would have the financial strength to quickly
acquire United's key international assets (e.g., Asian route
authorities). Northwest would therefore stand to benefit
disproportionately on Pacific routes where it could pick up
traffic from United.

Northwest Airlines' 10.150% bonds due 2005 (NWAC05USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.  Following a $488 million loss in
the fourth quarter of 2002, Northwest's balance sheet now shows
the carrier is insolvent.


NORTHWEST PIPELINE: Fitch Rates Proposed $150M Sr. Notes at BB-
---------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Northwest
Pipeline Corp.'s proposed $150 million issuance of 144A senior
notes, due 2010. The rating is currently on Rating Watch
Evolving, as are the outstanding $360 million 'BB-' senior
unsecured notes of NWP. NWP is one of three Federal Regulatory
Energy Commission regulated interstate gas pipelines wholly
owned by The Williams Companies, Inc., senior unsecured rated
'B-', Rating Watch Evolving. Proceeds from the proposed senior
note issuance will be used for general corporate purposes at
NWP, including the funding of expansion related capital
expenditures.

The ratings for NWP incorporate its strong individual operating
and financial profile, offset by the structural and functional
ties between NWP and its financially stressed parent WMB. NWP is
a participant in WMB's daily cash management program under which
NWP makes periodic advances to WMB. Under a pending Notice of
Proposed Rule Making at FERC, restrictions would be placed on an
interstate pipeline's ability to participate in cash management
or money pool arrangements based on certain credit criteria.
Fitch believes NWP would be able to adequately fund its
operations if it were prohibited from participating in WMB's
cash management program. In addition, NWP's debt agreements,
including proposed terms for the pending note issuance, provide
limited restrictions on NWP's ability to make upstream cash
dividends and/or inter-company advances to NWP.

NWP owns and operates a 4,000 mile long-line system linking
major gas producing basins in western Canada, Wyoming and New
Mexico to markets in the Pacific Northwest. Operating
characteristics are favorable and reflective of NWP's strong
competitive position. Firm capacity utilization has exceeded 90%
for the past several years. In addition, NWP benefits from a
high percentage of long-term transportation contracts with an
average remaining term of approximately nine years. NWP's
standalone credit measures have thus far not been impacted by
WMB's weakened credit profile and remain consistent with
investment grade. For the 12 month period ended Sept. 30, 2002,
EBITDA to interest and total debt to EBITDA at NWP approximated
7.3 times and 1.9x, respectively.

Fitch continues to maintain a Rating Watch Evolving status for
both NWP and WMB. Although WMB has made progress in boosting its
liquidity position over the past several months, the company's
ongoing business, credit, and cash flow profile continues to
evolve. Further asset divestitures have been announced as part
of WMB's ongoing restructuring program, including the planned
sale of the Texas Gas Transmission pipeline system and WMB's
general partner and limited partner investment interest in
Williams Energy Partners, L.P. Fitch expects NWP to remain a
core holding within the downsized WMB asset portfolio.

WMB also remains engaged in active dialogue to sell, monetize,
or joint ventures all or parts of its energy marketing and risk
management portfolio. In addition to consuming approximately $1
billion of permanent working capital in 2002, the performance of
this business will likely be constrained for the foreseeable
future due to WMB's inability to hedge its long-dated
contractual exposures in the current market environment.
Therefore, in Fitch's view, any potential transaction or
arrangement that would assume WMB's contractual obligations
under long-term tolling agreements could have positive credit
implications.


NUTRITIONAL SOURCING: Exclusive Period Extended to June 30
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Nutritional Sourcing Corporation obtained an extension
of its exclusive periods.  The Court gives the Debtors, until
June 30, 2003, the exclusive right to file their plan of
reorganization, and until August 30, 2003, to solicit
acceptances of that Plan.

Nutritional Sourcing Corporation is a holding company with no
business operations of its own.  The sole assets of the Debtor
are its equity interests in its non-debtor operating
subsidiaries and intercompany notes.  On September 4, 2002,
certain members of the 9-1/2% Senior Noteholders' Ad Hoc
Committee filed an involuntary petition against the Debtor for
reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
Del. Case No. 02-12550).  On September 24, 2002, the Debtor
consented to the involuntary petition.   


OAK HILL CREDIT: S&P Assigns BB Rating to Classes D-1, D-2 & D-3
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Oak Hill Credit Partners II Ltd./Oak Hill Credit
Partners II Inc.'s $463.5 million floating- and fixed-rate notes
due 2015.

The preliminary ratings are based on information as of Feb. 25,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the following:

     -- The expected commensurate level of credit support in the
form of subordination to be provided by the notes junior to the
respective classes and by the preferred shares and
overcollateralization;

     -- The cash flow structure, which is subject to various
stresses requested by Standard & Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, which includes
the bankruptcy-remoteness of the issuer.

                  Preliminary Ratings Assigned

                Oak Hill Credit Partners II Ltd./
                 Oak Hill Credit Partners II Inc.

     Class                  Rating       Amount (mil. $)
     A-1a                   AAA                    301.0
     A-1b                   AAA                     50.0
     A-2a                   AA                       5.0
     A-2b                   AA                      32.0
     B                      A                       32.0
     C-1                    BBB                      8.5
     C-2                    BBB                     22.5
     D-1                    BB                       2.0
     D-2                    BB                       5.5
     D-3                    BB                       5.0
     Subordinated interest  N.R.                    40.0
     N.R.-Not rated.


PACIFIC GAS: Earns Court Nod to Hire ZIA Information & ERS Group
----------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's authority
to employ ZIA Information Analysis Group, Inc., nunc pro tunc to
October 4, 2002, to perform litigation support services related
to discovery requests by the City of Palo Alto in connection
with Palo Alto's objection to the confirmation of PG&E's
proposed reorganization plan.

The litigation support services include:

   (i) document collection;

  (ii) document review for relevance and privilege screening;

(iii) document management, including assistance with production
       including bates stamping and copying; and

  (iv) electronic maintenance and tracking of documents pursuant
       to a database.

The services also include setting up and conducting interviews
with the custodians of potentially relevant documents and
necessary follow up work in accessing and assembling potentially
relevant documents.

Last year, ZIA has agreed to merge with Economic Research
Services, Inc., to form ERS Group effective January 1, 2003.
As a result, Judge Montali approved ERS Group's employment, as
successor to ZIA, nunc pro tunc to January 1, 2003.  ERS Group
will continue the services ZIA provided beginning January 1,
2003.

ZIA also performs other services for PG&E, which consists of
litigation support and information management services on
various regulatory and litigation matters that are not directly
related to PG&E's bankruptcy cases, as well as projects related
solely to the implementation of PG&E's Plan.  These services do
not rise to the level of professional services within the
meaning of Section 327(a) of the Bankruptcy Code due to the
nature of the services provided and the limited role that these
services play in connection with PG&E's bankruptcy proceeding.
Starting January 1, 2003, these Non-Professional Services will
be performed by ERS Group:

    -- City of Santa Cruz, et. al. v. PG&E (Case No. 128936)

       ZIA provides litigation support services to PG&E in
       connection with a litigation brought by certain cities,
       including the City of Santa Cruz, relating to franchise
       fee issues under Section 6231(c) of the Public Utilities
       Code. ZIA has not performed any work on this matter since
       January 2002 but may provide further services in the
       future.

    -- Generation-related Document Management

       ZIA performed management services to PG&E in connection
       with PG&E's valuation of hydroelectric plants and related
       assets.

    -- December 8, 1998 Power Outage
       (CPUC Docket No. I.98-12-013)

       ZIA renders litigation support services to PG&E in
       connection with the CPUC's investigation of the December
       8, 1998 San Francisco power outage.

    -- PG&E v. Lynch, et. al. (Case No. C01-03023 VRW)

       ZIA provides litigation support services to PG&E in an
       action PG&E brought against the Commissioners of the CPUC
       regarding the recovery of wholesale electric procurement
       and purchase transmission costs pursuant to the Filed
       Rate Doctrine.

    -- PG&E Holding Company Investigation
       (CPUC Docket No. I. 01-04-002)

       ZIA provides litigation support services to PG&E in
       connection with the CPUC's investigation into whether
       respondent utilities and their holding companies,
       including PG&E and PG&E Corporation, have complied with
       relevant statutes and CPUC decisions in the management
       and oversight of their companies.

    -- Annual Transition Cost Proceeding
       (CPUC Docket No. A. 01-09-003)

       ZIA renders litigation support services to PG&E in
       connection with the review of PG&E's procurement and
       generation practices in Phase 2 of the 2001 Annual
       Transition Cost Proceeding.

    -- FERC Market Investigation (FERC Docket No. PA02-2-000)

       ZIA provides litigation support services to PG&E in
       connection with FERC's fact-finding investigation of
       potential manipulation of electric and natural gas
       prices. ZIA last performed work on this matter in June
       2002 but may provide further services in the future.

    -- FERC Refund Investigation
       (FERC Docket No. EL00-95-000 et al.)

       ZIA provides litigation support services to PG&E in
       connection with the FERC's investigation of potential
       refunds of prior electric prices.

    -- PG&E v. CBS Corporation (Case No. 998-2663 LGB)

       ZIA provides litigation support services to PG&E in
       connection with PG&E's claims for breach of express
       contractual warranties against Westinghouse.

    -- Plan-Related Document Database and Website

       ZIA has developed and maintains an asset database to
       facilitate the preparation of the asset schedules needed
       for the asset transfer assignment and assumption
       documentation contemplated by the PG&E Plan.  In
       addition, ZIA has developed and maintains a secure
       website for all Plan-related transactional documentation.

    -- Records, Maps & Drawings Database

       ZIA has developed, maintains and updates a database of
       records, maps and drawings relating to PG&E's lines of
       business to facilitate the transfer of these documents in
       connection with implementation of the Plan.

    -- Generation Permits and Licenses Database

       ZIA has developed, and maintains and updates a database
       as well as a document repository of permits and licenses
       related to the electric generation line of business to
       facilitate the transfer or re-issuance of these permits
       and licenses by government agencies in connection with
       the Plan implementation.

PG&E proposes to compensate ZIA for its services in accordance
with the firm's current hourly billing rates ranging from $40 to
$200.  (Pacific Gas Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PEREGRINE SYSTEMS: Hires Ralph Mabey to Mediate Plan Dispute
------------------------------------------------------------
Peregrine Systems, Inc., (OTC: PRGNQ) has reached an agreement
with the Official Committee of Unsecured Creditors on key issues
that include the appointment of a mediator to assist in gaining
consensus for the company's plan of reorganization. The
agreement marks a significant milestone in moving Peregrine's
Chapter 11 reorganization forward to completion. The agreement
is subject to court approval and filing of audited financial
statements by the company no later than Feb. 28.

Under the terms of a stipulation to be filed with the U.S.
Bankruptcy Court in Delaware, Peregrine and the Creditors
Committee will seek to name retired Bankruptcy Judge Ralph R.
Mabey as the mediator. Judge Mabey is a highly regarded expert
in Chapter 11 bankruptcy law, currently serving as chair of the
international corporate restructuring and bankruptcy practice at
LeBoeuf, Lamb, Greene & MacRae L.L.P.  Prior to joining LeBoeuf
in 1983, he was a U.S. bankruptcy judge for the District of
Utah.

"The agreement with the Creditors Committee represents a
significant step toward completing Peregrine's reorganization
and clears important hurdles in developing a plan addressing the
needs of all Peregrine's stakeholders," said Gary Greenfield,
Peregrine's CEO.

Among other key issues, the Creditors Committee has agreed to
stay its motion to appoint a Chapter 11 Trustee. If the
conditions of the stipulation are met, then the motion will be
dismissed.

Under the stipulation, the Creditors Committee's motion to
terminate Peregrine's exclusive right to propose and solicit
acceptances of its plan of reorganization (Termination Motion)
and Peregrine's request to extend its exclusivity (Extension
Motion) are continued to Apr. 1. If the Termination motion is
denied, then Peregrine and the Creditors Committee have agreed
that court will Set a hearing on May 20 to consider approval of
the disclosure statement regarding the plan of reorganization
proposed by Peregrine. If the Termination Motion is granted,
then both parties will request a hearing on May 20 to consider
the approval of two sets of plans and disclosure statements --
Peregrine's and one proposed by Creditors Committee. However, if
both parties come to an agreement on a consensual plan and
disclosure statement, they will ask the court to set a hearing
to consider approval of the consensual disclosure statement on
Apr. 21.

In addition, the stipulation delineates the first steps in
creating a new, five-member board of directors, which was
proposed by Peregrine in its plan of reorganization filed with
the court on Jan. 20. Pending court approval of the stipulation,
one day after Peregrine meets its Feb. 28 deadline for filing
its audited financial statements for fiscal years 2002, 2001 and
2000, Peregrine's current outside board members will resign to
make way for the appointment of the new directors. Concurrently,
Thomas Weatherford, a senior financial executive in the
enterprise software industry will be elected to the board.
Greenfield as the company's CEO will remain on the board

The interim board made up of Greenfield and Weatherford will be
charged with naming the new board members with retired
Bankruptcy Judge Erwin I. Katz serving as a consultant.
Peregrine has set Mar. 14 as the target date for the appointment
of the new board members.

Weatherford, who recently retired from his role as Chief
Financial Officer of Business Objects (Nasdaq: BOBJ), a San
Jose-based software company, has more than 30 years of
experience in senior financial positions at public and private
technology companies. He also currently serves on the board of
ILOG (Nasdaq: ILOG), a publicly traded enterprise software
company, and InStranet, Inc., a privately held software company.
Judge Katz, who recently retired after 14 years as a judge of
the U.S. Bankruptcy Court for the Northern District of Illinois,
is currently an attorney in the Reorganization, Bankruptcy &
Restructuring group in the Chicago office of Greenberg Traurig,
P.C.

The stipulation and the resignation of the current outside board
members are subject to approval of the stipulation by the
Bankruptcy Court and Peregrine's filing of its audited financial
statements for the fiscal years ended Mar. 31, 2000 through 2002
with the court by Feb. 28. Should either of these events not
occur, the stipulation will be terminated, the agreement with
the Creditors Committee will have no effect, and the existing
board will remain in place. In that event, a status conference
call with presiding Bankruptcy Judge Judith Fitzgerald would be
subsequently scheduled to determine the schedule and disposition
of matters related to the Chapter 11 Trustee Motion and other
motions related to Peregrine's proposed plan of reorganization.

Peregrine filed a voluntary Chapter 11 petition on Sept. 22,
2002 with the Delaware bankruptcy court after the accounting
irregularities came to light. The company filed its proposed
plan of reorganization and disclosure statement with the
bankruptcy court on Jan. 20.

Founded in 1981, Peregrine Systems, Inc., develops and sells
application software to help large global organizations manage
and service their technology resources. With a heritage of
innovation and market leadership in consolidated asset, service
and change management software, the company's flagship offerings
include ServiceCenter(R) and AssetCenter(R), complemented by its
Employee Self Service, Automation and Integration product lines.
Headquartered in San Diego, Calif., Peregrine's solutions
facilitate the automation of business processes, resulting in
increased productivity, reduced costs and accelerated return on
investment for its more than 3,500 customers worldwide. Other
information about Peregrine is available at
http://www.peregrine.com  


PLANVISTA: Will Publish Q4 & Full-Year 2002 Results on March 13
---------------------------------------------------------------
PlanVista Corporation (OTCBB:PVST) will release fourth quarter
and full year 2002 earnings before the market opens on Thursday
March 13, 2003, and will conduct a conference call later that
morning at 10:00 a.m. to discuss 2002 results.

The Company will make listen-only telephone conference lines
available for public access to the earnings call. The call-in
numbers will be (800) 230-1766 for live access and (800) 475-
6701 for the recorded line. The recorded line will be available
through March 18 using access code 676553.

The Company also indicated that it intends to announce quarterly
earnings during 2003 on May 6, August 4, and November 4,
respectively, for the first, second, and third quarters.

PlanVista Solutions is a leading provider of technology-enabled
medical cost management solutions for the healthcare industry.
We provide integrated national Preferred Provider Organization
network access, electronic claims repricing, and claims and data
management services to health care payers, such as self-insured
employers, medical insurance carriers, third party
administrators, health maintenance organizations, and other
entities that pay claims on behalf of health plans, and health
care services providers, such as individual providers and
provider networks. Visit the Company's Web site at
http://www.planvista.com

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


PREFERREDPLUS TRUST: S&P Cuts 2 Series ELP-1 Class Ratings to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of PreferredPLUS Trust Series ELP-1 to 'B' and removed
them from CreditWatch with negative implications, where they
were placed on Sept. 26, 2002.

The lowered ratings reflect the lowering of El Paso Corp.'s
corporate credit and senior unsecured debt ratings on Feb. 7,
2003.

PreferredPLUS Trust Series ELP-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, El
Paso Corp.'s senior unsecured debt.
   
      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                  PreferredPLUS Trust Series ELP-1
$81 million fixed-rate preferred plus trust certs series ELP-1
   
                         Rating
            Class   To             From
            A       B              BB-/Watch Neg
            B       B              BB-/Watch Neg


QWEST COMMS: Reiterates Cooperation with Gov't re Investigations
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) issued the
following statement today regarding the U.S. Department of
Justice (DOJ) and U.S. Securities and Exchange Commission (SEC)
announcements Tuesday.

"Qwest continues in its efforts to cooperate with the government
in connection with the investigations. Fundamental to the Spirit
of Service is complete integrity in all we do. As a company and
as individual employees, we hold ourselves to the highest
ethical standards as we conduct our business."

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 50,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com  

Qwest Communications' 7.500% bonds due 2008 (Q08USR3) are
trading at about 82 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for  
real-time bond pricing.


R.H. DONNELLEY: Elects Nancy Cooper and David Veit to Board
-----------------------------------------------------------
The board of directors of R.H. Donnelley Corporation (NYSE:RHD),
a leading publisher of yellow pages directories, elected Nancy
E. Cooper, 49, and David M. Veit, 64, directors of the company.

Cooper is senior vice president and chief financial officer of
IMS Health. Veit was formerly Executive Director of Pearson plc.

"We are extremely pleased that Nancy Cooper and David Veit have
agreed to join our Board," said David C. Swanson, Chairman and
Chief Executive Officer. "With Nancy's wealth of financial and
general business knowledge and David's keen understanding of the
publishing and media industries, they will add invaluable
expertise and perspective as we enter the next phase of our
history as a fully integrated yellow pages publishing company"

Ms. Cooper is senior vice president and chief financial officer
of IMS Health, a leading global provider of business
intelligence and strategic support for the pharmaceutical and
healthcare industries. Ms. Cooper joined IMS in December 2001
from Reciprocal, Inc., a leading digital distribution
infrastructure enabler, where she had served as chief financial
officer since July 2000. From 1998 to 2000, she was chief
financial officer of Pitney Bowes Credit Corporation, an
international credit company with more than $4 billion in
assets.

In 1998, Ms. Cooper served as a partner responsible for finance
and administration at General Atlantic Partners, the world's
largest private equity firm focused on software and services
investments. There, her responsibilities included investor
negotiations, finance, legal, IT, office management and
oversight for research and executive search activities.

Prior to General Atlantic, Ms. Cooper spent 22 years at IBM,
from 1976 to 1998, in various positions of increasing
responsibility. From 1997 to 1998, she was chief financial
officer for IBM's Global Industries Division. In that role, she
had global financial responsibilities for a budget of more than
$55 billion from sales operations in banking, distribution,
manufacturing, telecommunications, government, healthcare and
insurance. She also was a member of the IBM Senior Management
Group. Ms. Cooper served as IBM's corporate assistant controller
in 1996, responsible for a global sales and services budget of
more than $72 billion. From 1992 to 1996, she was controller and
treasurer of IBM Credit Corporation, a $10 billion leasing
organization.

From 1982 to 1992, Ms. Cooper was director of financial
management systems, pricing and financial planning at IBM's
corporate headquarters in Armonk, NY, responsible for pricing
strategy and management, financial planning management and
transfer pricing among all IBM divisions worldwide. She joined
IBM as a marketing representative in 1976.

Ms. Cooper holds a B.A., Summa Cum Laude, in Economics and
Political Science, Bucknell University, and an MBA from the
Harvard University Graduate School of Business.

Mr. Veit is retired Executive Director of Pearson plc, an
international media company, having held this position from
January 1981 to May 1998. During this period, he was a member of
the Pearson Group Executive and Management Committee and
participated in the overall supervision of the Group's worldwide
activities and strategy. He most recently served as a Senior
Adviser at Bain Capital Inc., a leading private investment firm,
from May 1998 to December 2001. While at Bain, he served as
Chief Executive Officer of two of Bain's portfolio companies,
Bentley's Luggage and Gifts and Josten's Learning Corporation.
Prior to this, Mr. Veit held a number of positions of increasing
responsibility at Pearson plc. He was President of Pearson Inc.,
the U.S. subsidiary of Pearson plc, from January 1985 to May
1998. During Mr. Veit's tenure at Pearson, the company evolved
from being a diversified conglomerate to a broadly based media
and publishing company.

Mr. Veit was an Associate at Lazard Freres in New York from 1977
to 1983, while continuing his Pearson responsibilities. Prior to
that, he was a Senior Vice-President at Midhurst Corporation in
Houston from 1973 to 1977 and was responsible for the expansion
of Pearson's activities in the U.S. He began his career at
Lazard Brothers in London (at that time a Pearson subsidiary)
where he served in various capacities from 1961 to 1973.

Mr. Veit serves on the boards of Maxxcom Inc, Simmons & Company
International and Blackwell Land Company. He formerly served on
the Financial Times International Advisory Board from 1998 to
2000.

Mr. Veit holds a B.A. from Oxford University and an MBA from
Stanford University.

R.H. Donnelley is a leading publisher of yellow pages
directories which publishes 260 directories under the Sprint
Yellow Pages(R) brand in 18 states, with major markets including
Las Vegas, Orlando and Lee County, Florida. The Company also
serves as the exclusive sales agent for 129 SBC directories
under the SBC Smart Yellow Pages brand in Illinois and northwest
Indiana through DonTech, its perpetual partnership with SBC.
Including DonTech, R.H. Donnelley serves more than 250,000 local
and national advertisers. For more information, please visit
R.H. Donnelley at http://www.rhd.com


R.H. DONNELLEY: Narrows Dec. 31 Net Capital Deficit to $30 Mill.
----------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD), a leading publisher of
yellow pages directories, reported fourth quarter 2002 net
losses of $16.9 million.

For the full year 2002, RHD reported net income of $42.5
million. These results reflect acquisition financing costs and
other items, which together reduced net income by approximately
$31 million. Fourth quarter and full year results adjusted for
these items were in line with expectations. Adjusted fourth
quarter net income was $13.8 million or $0.45 per share, up 2.2%
from adjusted net income of $13.5 million and unchanged from
$0.45 per share last year. Adjusted full year 2002 net income
was $73.4 million or $2.42 per share, up 1.0% from adjusted net
income of $72.7 million and 3.4% from $2.34 per share last year.
Adjusted amounts are reconciled to reported results in the
attached Schedules 6 and 7 to reflect the following:

     -  $11.2 million of interest expense from acquisition
        borrowing incurred in December relating to the Sprint
        transaction which closed January 3, 2003;  

     -  $24.7 million preferred dividend charge related to the
        issuance in November of the first $70.0 million of
        preferred stock acquisition financing. This non-cash
        amount includes a one-time accounting charge of $24.2
        million reflecting a beneficial conversion feature (BCF)
        related to the preferred stock;  

     -  $6.4 million of non-cash income from the partial
        reversal of last year's restructuring charge, as certain
        previously planned restructuring actions will not be
        taken as a result of the Sprint transaction;  

     -  $2.0 million non-cash write-off of the remaining
        investment in ChinaBig, a yellow pages joint venture in
        China;  

     -  $1.5 million of other expense related to unrealized
        losses on an interest rate swap for bank debt that was
        repaid in conjunction with acquisition financing; and  

     -  $1.0 million of non-cash other income from releasing the
        remaining reserves relating to the Bell Atlantic
        disposition in 2000.  

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $30 million.

David C. Swanson, Chairman and Chief Executive Officer, said,
"2002 was a pivotal year for R.H. Donnelley. The clear highlight
was our acquisition of Sprint's directory publishing business -
a strategic transaction that builds on R.H. Donnelley's core
competencies and transforms the Company into a leading publisher
of yellow pages directories. At the same time, 2002 was not
without its challenges as weak economic conditions and a
cautious business environment persisted."

"In terms of the fourth quarter, we saw a return to solid sales
growth in our legacy Sprint markets reflecting improved economic
conditions in Florida and Nevada. Our performance also confirms
that the impact of process and policy changes in billing and
credit are behind us. On the other hand, DonTech sales continued
to be impacted by a weak economy and low business confidence in
the Midwest, and competition in Chicago. Actions taken
throughout the year to reduce costs at DonTech began to take
hold in the fourth quarter, offsetting the decline in sales. For
the year, improved Sprint performance together with lower
operating costs in publishing and IT, helped us to achieve our
earnings targets in a tough year."

              Reported Fourth Quarter Results

Fourth quarter 2002 calendar advertising sales (the value of
advertising sold in the quarter, which drove RHD's commission
revenue and profitability) totaled $115.2 million, down 1.6%
from $117.1 million last year. Fourth quarter calendar sales at
DonTech were $80.7 million, down 4.9% from $84.9 million a year
ago, reflecting continued advertiser uncertainty from weak
economic conditions in those markets, competition and changes in
servicing to call on customers closer to the time when
directories publish. DonTech is R.H. Donnelley's perpetual
partnership with SBC, selling yellow pages advertising in
Illinois and northwest Indiana. Calendar sales in the Sprint
sales agency were up 7.1% to $34.5 million from $32.2 million
last year, partially offsetting the declines at DonTech.

Fourth quarter reported operating income was $31.9 million
versus operating losses of $2.7 million last year. Fourth
quarter operating income from DonTech was $24.2 million,
unchanged from last year. Reductions in general and
administrative costs combined with other initiatives to leverage
technology helped to mitigate the impact of lower DonTech sales
in the quarter. Fourth quarter operating income at Directory
Advertising Services (DAS) increased 17.9% to $6.6 million from
$5.6 million a year ago. Positive DAS results reflect higher
sales in the Sprint sales agency and lower depreciation and
amortization expense.

General and corporate expenses in the fourth quarter were $3.5
million, up 34.6% from $2.6 million last year primarily due to
costs associated with the acquisition.

In the fourth quarter of 2001, the Company also reported the
following items, which account for last year's fourth quarter
operating loss and the remaining difference in operating income
between the two periods:

    - a restructuring and special charge of $18.6 million
      relating to a transition in executive management and the
      expiration of a pre-press publishing contract (of which
      $6.4 million was reversed in 2002), and

    - an investment impairment charge of $11.4 million related
      to the write-down of RHD's investment in ChinaBig (the
      $2.0 million remaining balance was written off in 2002).

Interest expense in the fourth quarter was $16.0 million,
including $11.2 million related to Sprint acquisition financing
as mentioned above. This compared to interest expense of $6.2
million last year.

Other expense-net reflects both the $1.5 million related to
unrealized losses on an interest rate swap and a $1.0 million
gain from releasing the remaining Bell Atlantic reserves as
mentioned above.

Tax provision in the quarter was $7.6 million, compared with
$0.5 million last year, reflecting the Company's higher tax rate
in 2002 plus restructuring actions and the non-deductibility of
asset write-offs related to the ChinaBig investment in both
years.

Net loss available to common shareholders (after preferred
dividends) in the fourth quarter was $16.9 million. Preferred
dividends of $24.7 million in the quarter are comprised of $0.5
million of accrued preferred dividends and a one-time non-cash
accounting charge of $24.2 million to recognize a beneficial
conversion feature associated with the $70 million of preferred
stock issued in November. The BCF is a function of RHD's stock
price on the date the preferred stock was issued ($29.92 on
November 25, 2002), the preferred stock conversion price ($24.05
per share) and the fair value of the 577,500 warrants (strike
price $26.28) issued with the preferred stock.

In the first quarter of 2003, the Company will record an
additional non-cash BCF of $38.2 million related to the
remaining $130 million of preferred stock issued in January at
the closing of the Sprint transaction.

              Reported 2002 Full Year Results

Calendar advertising sales for the full year 2002 were $589.7
million, down 3.0% from $607.9 million last year. Calendar sales
at DonTech for the year were $402.9 million, down 4.7% from
$422.6 million in 2001. This shortfall in DonTech sales was
primarily attributable to continued advertiser uncertainty from
weak economic conditions and increased competition in Chicago.
Calendar sales in the Sprint sales agency for the year totaled
$186.8 million, up 0.8% from $185.3 million last year,
reflecting a recovery in sales growth in the second half of the
year.

Full year operating income was $146.0 million, up 30.9% from
reported 2001 results of $111.5 million. Results in 2001
included $30.0 million of restructuring charges and asset write
downs mentioned previously. Operating income from DonTech for
the year was $117.1 million, down 4.3% from $122.4 million last
year reflecting lower sales. Operating income at DAS was $38.2
million, up 16.1% from $32.9 million in 2001. This growth was
driven primarily by higher sales in the Sprint agency as well as
lower depreciation and amortization expense. General and
corporate expenses for the year were $13.7 million, essentially
unchanged from last year.

Reported interest expense, including $11.2 million related to
acquisition financing, was $33.5 million versus $25.7 million
last year.

Tax provision in 2002 was $44.8 million, compared to $36.0
million a year ago, again reflecting the Company's higher tax
rate in 2002 plus restructuring actions and the non-
deductibility of asset write-offs related to the ChinaBig
investment in both years.

Net income before preferred dividends totaled $67.2 million
versus $49.8 million last year. Net income available to common
shareholders (after preferred dividends which were all recorded
in the fourth quarter) was $42.5 million compared with $49.8
million last year. The Company reported EPS of $1.40 per share
in 2002 versus $1.61 per share last year.

            Fourth Quarter and Full Year Results,
     excluding Acquisition Financing Costs and Other Items

In order to facilitate comparison of 2002 and 2001 performance,
the following discussion details operating results excluding the
items for both years identified earlier in this release.
Management is presenting these adjusted results to more clearly
highlight the underlying operating performance in those periods
from its perspective. These adjusted amounts are reconciled to
reported results in the attached Schedules 6 and 7.

Adjusted fourth quarter operating income was $27.3 million,
unchanged from last year. Interest expense in the fourth
quarter, excluding acquisition related interest, was $4.8
million, down 22.6% from $6.2 million a year ago, reflecting
lower debt levels and lower interest rates. Adjusted tax
provision in the quarter was $8.7 million, compared with $7.6
million a year ago, reflecting the Company's higher effective
tax rate in 2002. Net income (before preferred dividends) in the
quarter was $13.8 million up 2.2% from $13.5 million in the
prior year. Adjusted EPS were $0.45 in the quarter, unchanged
from last year.

Adjusted full year operating income was $141.6 million versus
$141.5 million last year. Interest expense, excluding
acquisition related interest, was $22.3 million, compared with
$25.7 million last year due to lower debt levels and lower
interest rates. Adjusted tax provision in 2002 was $45.9
million, compared to $43.1 million last year, reflecting the
Company's higher effective tax rate of 38.5% in 2002. Net income
(before preferred dividends) in 2002 was $73.4 million up 1.0%
from $72.7 million last year. Adjusted EPS were $2.42 in 2002 up
3.4% from $2.34 last year, primarily due to lower average shares
outstanding reflecting a full year effect of the Company's 2001
share repurchases.

                           Cash Flow

The Company used $7.7 million of cash flow in the fourth
quarter. This was comprised of cash flow used for operations of
$6.5 million, after payments of $19.4 million for interest and
fees related to the acquisition. Capital expenditures and
software investment totaled $1.2 million. In connection with the
acquisition, during the fourth quarter the Company issued $70.0
million of convertible preferred stock and borrowed $1,865.0
million in order to partially finance the Sprint directories
acquisition.

The Company generated $50.0 million of cash flow for the full
year. This was comprised of cash flow from operations of $49.9
million, after payments of $19.8 million for interest and fees
related to the acquisition. Capital expenditures and software
investment totaled $3.7 million and proceeds from option
exercises were $3.8 million. The Company repaid $62.5 million of
debt in the year.

At December 31, 2002, cash was $1,936.5 million and debt was
$2,089.3 million, in anticipation of the early 2003 Sprint
closing. On January 3, 2003, the Company completed the remaining
acquisition financing, retired its previous bank facility and
repurchased $128.8 million of the $150.0 million previously
outstanding 9.125% subordinated notes. Immediately after the
closing, the Company had cash of $28.0 million and debt was
$2,356.2 million.

         Pub Cycle Ad Sales and Revenue Recognition

Publication cycle advertising sales represent the value of
advertising sales in directories that published in the period
regardless of when the advertising for the directories was sold.
Publication sales offer the best view of underlying sales growth
in management's view, similar to a "same-store" sales metric. In
the fourth quarter, publication sales at DonTech were $166.7
million, down 3.0% from $171.8 million last year primarily
attributable to continued advertiser uncertainty from weak
economic conditions. Publication sales for the Sprint sales
agency were $59.3 million in the quarter, up 4.0% from $57.0
million last year driven by strong sales in our larger Florida
markets. For the full year 2002, publication sales at DonTech
were $418.2 million, down 3.6% from $434.0 million last year
resulting from the impact of September 11th on first quarter
results, weak economic conditions and increased competition in
Chicago. Full year publication sales for the Sprint sales agency
were $184.7 million, down 4.5% from $193.5 million last year due
to the impact of September 11th on results early in the year,
weak economic conditions and the impact of changes in billing
and credit policies.

As the new publisher of record for all 260 Sprint-branded
directories (rather than RHD's previous role as a sales agent in
certain Sprint markets), commencing in 2003 the Company will
disclose publication sales for those directories as its primary
sales performance metric. However, RHD will recognize and report
revenue for these directories for GAAP financial statements
using the deferral and amortization method. Under this approach,
when a directory is published, the publication sales value will
be posted to the balance sheet as a deferred revenue liability.
Likewise, certain direct costs associated with that directory
will be recorded on the balance sheet as an asset called
deferred directory cost. These deferred balance sheet accounts
will then be amortized into the income statement ratably over
the (typical 12-month) life of the directory, generally in line
with the Company's billing cycle for local advertisers.

RHD will continue to disclose DonTech calendar sales and
publication sales because DonTech, as a sales agent, continues
to earn commissions when advertising contracts are signed rather
than when directories publish. The Company does not report
revenue from DonTech, rather only its partnership share of
DonTech's income and revenue participation income from SBC,
which are both based on DonTech's calendar sales.

                        Purchase Accounting

The Sprint acquisition will be accounted for under purchase
accounting. Accordingly, pre-acquisition the deferred revenue
liability of $295 million representing unrecognized revenue for
directories published in 2002 and January 2003 which appeared on
Sprint's balance sheet was not carried over to RHD's books at
the acquisition date. Similarly, $87 million of deferred
directory cost associated with these directories was not carried
over to RHD's books. Absent purchase accounting, deferred
revenue and expense accounts would have continued to be
amortized into the income statement ratably over the life of the
applicable directories. Due to differences between Sprint and
RHD accounting policies, however, certain adjustments to these
amounts are appropriate. The $295 million in deferred revenue
reflects approximately $22 million of deductions for advertiser
claims and bad debt. The $87 million deferred cost reflects
Sprint accounting policies to capitalize certain costs that RHD
would have expensed as period costs. Under RHD accounting
policies only approximately $40 million of these costs would
have been amortized in 2003. As a result, RHD will not recognize
revenue and expense of $295 million and $40 million,
respectively, that would otherwise been recorded in 2003.

These purchase accounting adjustments are non-recurring and will
not affect cash flow. RHD acquired the right to bill advertisers
for previously published directories and to collect
corresponding accounts receivable under the advertising
contracts executed prior to the acquisition. Accordingly,
management will adjust for the impact of purchase accounting in
the following "Outlook" discussion and in future releases in
order to more appropriately reflect expected underlying
operating performance for 2003, in its opinion.

                             Outlook

The Company continues to expect 2003 publication sales growth of
approximately 1.0% for the 260 Sprint-branded directories, which
should translate into flat reported revenue under the deferral
and amortization method. The Company also continues to expect
EBITDA before purchase accounting adjustments to be
approximately $400 million.

Swanson reports, "We're encouraged by the return to solid growth
in most of our legacy Sprint markets, particularly in Nevada and
Florida. Furthermore, strong underlying demographics in many of
the acquired Sprint markets lead us to expect performance
improvement there as we implement RHD sales processes and
methodologies throughout the year. Nevertheless, approximately
45% of 2003 publication sales were already serviced by the time
we closed the acquisition so we won't see the impact on
publication sales until late 2003, nor on reported revenue until
2004 due to the deferral revenue method."

"As for DonTech, we're optimistic that business conditions in
those markets will improve later in the year. We expect the
increasing number of advertisers staying current on their bills
to translate into higher renewals in the future. However, we
have yet to see this conversion and therefore, still expect flat
calendar sales for the next few quarters."

Reflecting the impact of the previously described purchase
accounting rules, the Company expects 2003 reported operating
income to be approximately $80 million after anticipated
depreciation and amortization expenses of approximately $65
million. Adjusted operating income (excluding the purchase
accounting adjustments) is expected to be approximately $335
million.

During 2003, the Company expects to generate cash flow of
approximately $150 million after cash interest of approximately
$185 million, cash taxes of approximately $30 million, capital
expenditures and software investment of approximately $20
million and working capital uses of approximately $15 million.
Assuming the entire $150 million of cash flow is used for debt
repayment, at the end of 2003 debt should be approximately
$2,200 million, or roughly 5.5 times 2003 EBITDA.

The Company expects 2003 reported EPS to be a loss of
approximately $4.00 reflecting the impact of purchase
accounting, the BCF and the two-class EPS method. Reported EPS
will be calculated using the two-class method (described in
detail on Schedule 10) because preferred stockholders have the
right to participate in common dividends if declared. However,
the Company does not anticipate declaring common dividends nor
paying cash dividends on the preferred in 2003.

Adjusted EPS (after removing the effects of purchase accounting,
the BCF and the two-class method) are expected to be
approximately $2.10. This diluted calculation uses adjusted net
income before preferred dividends in the numerator divided by
the diluted share count assuming the preferred is converted and
in-the-money options and warrants accounted for under the
treasury method in the denominator.

The Company expects that 2003 adjusted cash EPS will be
approximately $4.50 per share. This calculation uses adjusted
net income before preferred dividends plus expected depreciation
and amortization of approximately $65 million and a cash tax
benefit of approximately $30 million in the numerator divided by
the same diluted share count used in the adjusted EPS in the
denominator.

R.H. Donnelley's senior secured $1.525 billion credit facility
is rated by Standard & Poor's at BB.  That $1,525,000,000 CREDIT
AGREEMENT among R.H. DONNELLEY CORPORATION and R.H. DONNELLEY
INC., as Borrower, R.H. DONNELLEY FINANCE CORPORATION II, as
Special Purpose Borrower, The Several Lenders from Time to Time
Parties thereto, BEAR STEARNS CORPORATE LENDING INC., and
CITICORP NORTH AMERICA, INC., as Joint Syndication Agents, BNP
PARIBAS and FLEET NATIONAL BANK, as Joint Documentation Agents,
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative
Agent, Dated as of December 6, 2002 -- according to information
obtained from http://www.LoanDataSource.com-- contains four key  
financial covenants:

   (A) R.H. Donnelley promises that its Consolidated Leverage
       Ratio will not exceed:

              For the Fiscal              Maximum Consolidated
              Quarter Ending                  Leverage Ratio
              --------------              ----------------------
              March 31, 2003                  6.35 to 1.0
               June 30, 2003                  6.35 to 1.0
          September 30, 2003                  6.35 to 1.0
           December 31, 2003                  6.35 to 1.0
              March 31, 2004                  6.25 to 1.0
               June 30, 2004                  6.25 to 1.0
          September 30, 2004                  6.00 to 1.0
           December 31, 2004                  6.00 to 1.0
              March 31, 2005                  5.75 to 1.0
               June 30, 2005                  5.50 to 1.0
          September 30, 2005                  5.25 to 1.0
           December 31, 2005                  5.00 to 1.0
              March 31, 2006                  4.50 to 1.0
               June 30, 2006                  4.50 to 1.0
          September 30, 2006                  4.50 to 1.0
           December 31, 2006                  4.50 to 1.0
              March 31, 2007                  4.00 to 1.0
               June 30, 2007                  4.00 to 1.0
          September 30, 2007                  4.00 to 1.0
           December 31, 2007                  4.00 to 1.0
              March 31, 2008                  3.50 to 1.0
               June 30, 2008                  3.50 to 1.0
          September 30, 2008                  3.50 to 1.0
           December 31, 2008                  3.50 to 1.0
              March 31, 2009                  3.25 to 1.0
               June 30, 2009                  3.25 to 1.0
          September 30, 2009                  3.25 to 1.0
           December 31, 2009                  3.25 to 1.0
              March 31, 2010                  3.00 to 1.0
               June 30, 2010                  3.00 to 1.0
          
   (B) R.H. Donnelley covenants that its Consolidated Senior
       Secured Leverage Ratio will not exceed:

                                                Maximum
              For the Fiscal              Consolidated Senior
              Quarter ending            Secured Leverage Ratio
              --------------            ----------------------
              March 31, 2003                 3.90 to 1.0
               June 30, 2003                 3.90 to 1.0
          September 30, 2003                 3.90 to 1.0
           December 31, 2003                 3.90 to 1.0
              March 31, 2004                 3.75 to 1.0
               June 30, 2004                 3.75 to 1.0
          September 30, 2004                 3.25 to 1.0
           December 31, 2004                 3.25 to 1.0
              March 31, 2005                 3.00 to 1.0
               June 30, 2005                 3.00 to 1.0
          September 30, 2005                 2.75 to 1.0
           December 31, 2005                 2.75 to 1.0
              March 31, 2006                 2.25 to 1.0
               June 30, 2006                 2.25 to 1.0
          September 30, 2006                 2.25 to 1.0
           December 31, 2006                 2.25 to 1.0
              March 31, 2007                 2.00 to 1.0
               June 30, 2007                 2.00 to 1.0
          September 30, 2007                 2.00 to 1.0
           December 31, 2007                 2.00 to 1.0
              March 31, 2008                 1.50 to 1.0
               June 30, 2008                 1.50 to 1.0
          September 30, 2008                 1.50 to 1.0
           December 31, 2008                 1.50 to 1.0
              March 31, 2009                 1.50 to 1.0
               June 30, 2009                 1.50 to 1.0
          September 30, 2009                 1.50 to 1.0
           December 31, 2009                 1.50 to 1.0
              March 31, 2010                 1.50 to 1.0
               June 30, 2010                 1.50 to 1.0
          
   (C) R.H. Donnelley promises that its Consolidated Interest
       Coverage Ratio will not fall below:

                                              Minimum
              For the Fiscal           Consolidated Interest
              Quarter Ending               Coverage Ratio
              --------------           ---------------------
              March 31, 2003                1.80 to 1.0
               June 30, 2003                1.80 to 1.0
          September 30, 2003                1.80 to 1.0
           December 31, 2003                1.80 to 1.0
              March 31, 2004                1.80 to 1.0
               June 30, 2004                1.80 to 1.0
          September 30, 2004                1.80 to 1.0
           December 31, 2004                1.80 to 1.0
              March 31, 2005                1.90 to 1.0
               June 30, 2005                1.90 to 1.0
          September 30, 2005                2.00 to 1.0
           December 31, 2005                2.00 to 1.0
              March 31, 2006                2.25 to 1.0
               June 30, 2006                2.25 to 1.0
          September 30, 2006                2.25 to 1.0
           December 31, 2006                2.25 to 1.0
              March 31, 2007                2.50 to 1.0
               June 30, 2007                2.50 to 1.0
          September 30, 2007                2.50 to 1.0
           December 31, 2007                2.50 to 1.0
              March 31, 2008                2.75 to 1.0
               June 30, 2008                2.75 to 1.0
          September 30, 2008                2.75 to 1.0
           December 31, 2008                2.75 to 1.0
              March 31, 2009                3.25 to 1.0
               June 30, 2009                3.25 to 1.0
          September 30, 2009                3.25 to 1.0
           December 31, 2009                3.25 to 1.0
              March 31, 2010                3.25 to 1.0
               June 30, 2010                3.25 to 1.0
          
   (D) R.H. Donnelley covenants that its Consolidated Fixed
       Charge Coverage Ratio will be no less than:

                                               Minimum
               For the Fiscal             Consolidated Fixed
               Quarter ending           Charge Coverage Ratio
               --------------           ---------------------
               March 31, 2003                1.00 to 1.0
                June 30, 2003                1.00 to 1.0
           September 30, 2003                1.00 to 1.0
            December 31, 2003                1.00 to 1.0
               March 31, 2004                1.00 to 1.0
                June 30, 2004                1.00 to 1.0
           September 30, 2004                1.05 to 1.0
            December 31, 2004                1.05 to 1.0
               March 31, 2005                1.10 to 1.0
                June 30, 2005                1.10 to 1.0
           September 30, 2005                1.10 to 1.0
            December 31, 2005                1.10 to 1.0
               March 31, 2006                1.10 to 1.0
                June 30, 2006                1.10 to 1.0
           September 30, 2006                1.10 to 1.0
            December 31, 2006                1.10 to 1.0
               March 31, 2007                1.20 to 1.0
                June 30, 2007                1.20 to 1.0
           September 30, 2007                1.20 to 1.0
            December 31, 2007                1.20 to 1.0
               March 31, 2008                1.25 to 1.0
                June 30, 2008                1.25 to 1.0
           September 30, 2008                1.25 to 1.0
            December 31, 2008                1.25 to 1.0
               March 31, 2009                1.25 to 1.0
                June 30, 2009                1.25 to 1.0
           September 30, 2009                1.25 to 1.0
            December 31, 2009                1.25 to 1.0
               March 31, 2010                1.25 to 1.0
                June 30, 2010                1.25 to 1.0
          
R.H. Donnelley is a leading publisher of yellow pages
directories which publishes 260 directories under the Sprint
Yellow Pages(R) brand in 18 states, with major markets including
Las Vegas, Orlando and Lee County, Florida. The Company also
serves as the exclusive sales agent for 129 SBC directories
under the SBC Smart Yellow Pages brand in Illinois and northwest
Indiana through DonTech, its perpetual partnership with SBC.
Including DonTech, R.H. Donnelley serves more than 250,000 local
and national advertisers. For more information, please visit
R.H. Donnelley at http://www.rhd.com


R.H. DONNELLEY: Adopts New Policy re Shareholder Rights Plan
------------------------------------------------------------
R.H. Donnelley Corporation's (NYSE:RHD), Board of Directors
approved a new policy regarding the Company's stockholder rights
plan.

Under the new policy, a committee comprised of independent
directors of the Company will review and evaluate its
stockholder rights plan within 90 days, and then at least once
every three years thereafter, to determine, in light of all
relevant factors, whether the plan continues to serve the best
interests of the Company and all of its stockholders or whether
it should be modified or terminated. The policy the Company has
adopted is often referred to as a "TIDE" (Three-year Independent
Director Evaluation) policy, and has been adopted by a number of
companies.

"Our Board is responding directly to concerns expressed by
certain stockholders about our rights plan. We adopted our
stockholder rights plan to enable the Board to protect all of
our stockholders from coercive or unfair offers to acquire the
Company and believe that our plan is in our stockholders' best
interests, but we also want to be responsive to those
stockholders that have expressed some concern about rights
plans," said David C. Swanson, Chairman and Chief Executive
Officer. Mr. Swanson continued, "We believe that a formal and
frequent review of the rights plan by our independent directors
is consistent with the best interests and the wishes of all of
our stockholders and further evidence of our dedication to good
corporate governance."

R.H. Donnelley is a leading publisher of yellow pages
directories which publishes 260 directories under the Sprint
Yellow Pages(R) brand in 18 states, with major markets including
Las Vegas, Orlando and Lee County, Florida. The Company also
serves as the exclusive sales agent for 129 SBC directories
under the SBC Smart Yellow Pages brand in Illinois and northwest
Indiana through DonTech, its perpetual partnership with SBC.
Including DonTech, R.H. Donnelley serves more than 250,000 local
and national advertisers. For more information, please visit
R.H. Donnelley at http://www.rhd.com


SAFETY-KLEEN: Wants to Hire Transition Consultant for Pinewood
--------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates ask Judge Walsh to
permit them to employ a consultant selected by the South
Carolina Department of Health and Environmental Control to serve
as trustee of the Site Trust that will be created under the
settlement agreement between SKC and DHEC - but explain that
they cannot yet name who the consultant will be.  However, the
Debtors urge that the consultant needs to begin performing
necessary transition work so that the consultant can begin
working as the Site Trustee on the Effective Date of the
Debtors' Plan, including ensuring that the Pinewood Facility is
maintained in an environmentally safe and protective manner, and
ask Judge Walsh to approve the concept without knowing the
identity of the Site Trustee.

                  The Need for the Consultant

Pinewood operated a hazardous waste treatment, storage and
disposal facility and a hazardous waste landfill in Sumter
County, South Carolina.  The Debtors review the lengthy
litigative history of its disputes with DHEC over the Pinewood
site, and the resulting settlement.  Pinewood has ceased
accepting any waste for treatment, storage or disposal.  But
DHEC has asserted that Pinewood and other Debtors are
responsible for undertaking closure and post-closure care
activities at the Pinewood Facility.  DHEC has also requested
payment of an administrative expense claim in the amount of
$111,477,474 to be used by it toward any necessary remediation
of any releases of hazardous constituents from the Pinewood
Facility during the 100 years following the closure of this
Facility.  The Debtor again reviews the settlement of this last
dispute over Pinewood.  The settlement agreement is incorporated
in the Plan, and directs that:

      (a) The Pinewood Facility will be transferred on the
          Plan's Effective Date to the Site Trust, which will
          Thereafter have responsibility for managing all
          Activities at the Pinewood Facility;

      (b) Pinewood will provide sufficient funding to the Site
          Trust, both in up-front cash payments and through the
          Purchase of a single payment annuity with a 100-year
          Payout, to ensure that the Site Trust has sufficient
          Funds to undertake closure, post-closure care, and any
          Other necessary activities;

      (c) Pinewood will recommend a person to DHEC to serve as
          Site Trustee to ensure that the Pinewood Facility is
          maintained in an environmentally safe and protective
          manner, with DHEC having the final approval over that
          selection.

Thereafter, SKC and Pinewood will have no further liability to
DHEC with respect to the Pinewood Facility.

After discussions with a number of potential candidates to serve
as Site Trustee, Pinewood has made a recommendation to DHEC that
it approve the selection of a particular environmental
consulting firm to serve as Site Trustee.  DHEC is still
reviewing this recommendation and, as such, the Debtors are not
now in a position to identify the proposed Site Trustee as the
Debtors believe that it is important that the Site Trustee
selection process remain confidential so as not to interfere
with DHEC's review process.

                  The Necessity for Approval
                   Before Identity Is Known

Although the Settlement Agreement is proposed to be approved
under the Plan at the confirmation hearing on March 31, 2003,
the Debtors believe that it is necessary for the Site Trustee to
perform various transition work before Plan confirmation.  All
of the candidates to serve as Site Trustee have expressed the
view that they will need at least a six to eight-week transition
period before the Plan's Effective Date and the transfer of the
Pinewood Facility to the Site Trust to familiarize themselves in
detail with the operations of the Pinewood Facility, and take
other actions to ensure that they are ready to commence their
duties in a timely fashion on the Effective Date as required
under the Settlement Agreement.

The Debtors believe it would be preferable for the Consultant to
begin the transition work in advance of the Plan's confirmation
because the Settlement Agreement requires various obligations to
be performed on the Effective Date, which will require
transition work to be performed before that date.  Accordingly,
a delay could significantly prejudice the Debtors, their estates
and their creditors by, among other things, delaying the
Effective Date and thus increasing the Debtors' administrative
costs and delaying distributions to certain of the Debtors'
creditors.

                          Compensation

The Debtors seek authority to pay the Consultant's usual hourly
rates, up to $75,000, for the transition services to be rendered
by the Consultant.

                      The Interim Services

The transition work that the Consultant will need to perform
during this interim period includes:

      (1) coordinating with DHEC and other stakeholders to
          develop and refine the working procedures of the
          Site Trust;

      (2) preparing and documenting procedures for operation
          of the Site Trust, including disbursement of funds,
          approvals, bookkeeping, reporting, auditing and so on;

      (3) preparing a master plan for management and operation
          of the Site Trust, including project work plans,
          schedules and budgets;

      (4) establishing and managing budgeting, tracking,
          financial projection and corrective action procedures
          to insure that spending does not exceed budget;

      (5) meeting with the Debtors' staff to review and
          document paper and electronic file organization and
          storage;

      (6) developing and documenting contracting procedures and
          documents to be used by the Site Trust in hiring
          various vendors, contractors and consultants;

      (7) reviewing the current employees, vendors, consultants
          and contractors, and as appropriate, negotiating
          interim agreements to commit those selected to be
          employed by the Site Trust for an interim period;

      (8) reviewing current closure plan and the role of the
          current consultants and contractors to insure that
          current work is meeting closure plan requirements;
          and

      (9) managing preparation of detailed drawings,
          specifications and bid documents for a variety of
          closure projects.

The Debtors argue that the retention and payment of the
Consultant is an exercise of their sound business judgment, as
the retention of the consultant at this time will enable the
Debtors to perform their obligations under the Settlement
Agreement with DHEC on the Effective Date.  To the extent this
Application is not granted, the Debtors' emergence from chapter
11 may be delayed.  Moreover, because the funds paid to the
Consultant will reduce the funding required to be made by the
Debtors under the Settlement Agreement, the retention and
payment of the Consultant before confirmation will not prejudice
the Debtors' creditors.  Finally, the retention payments will be
for fair consideration and will take place only if and when DHEC
approves the selection of the Consultant that ultimately will
become the Site Trustee.  DHEC's approval of the Consultant, to
which DHEC will entrust the 100-year management of a large
hazardous waste site, is compelling evidence that such person or
firm is a reputable and competent environmental consultant.

Not wanting to slow down the confirmation process, Judge Walsh
readily grants this Application. (Safety-Kleen Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SDR MASONRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SDR Masonry Enterprises, Inc.
        924 New Hampshire Avenue
        Suite 5
        Lakewood, New Jersey 08701

Bankruptcy Case No.: 03-14560

Type of Business: Commercial mason contractor

Chapter 11 Petition Date: February 13, 2003

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Peter Broege, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Total Assets: $1,211,744

Total Debts: $1,398,160

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ralph Clayton & Sons        Trade Debt                $177,673     

Clayton Block Co. Inc.      Trade Debt                $141,190

J.M. Ahie Co., Inc.         Trade Debt                $110,833

United Rentals              Trade Debt                $106,844

NJ B.L.S.B. Funds           Trade Debt                 $87,181

New Jersey Carpenters Funds Trade Debt                 $56,368

Spec Mix/Atlantic Quikrete  Trade Debt                 $43,003

Gamka Equipment             Trade Debt                 $34,801

Granados Construction Inc.  Trade Debt                 $29,279

Alpha Masonry Corp.         Trade Debt                 $28,842

Stavola                     Trade Debt                 $17,193

Harter Equipment            Trade Debt                 $17,185

Highgate Steel Inc.         Trade Debt                 $16,288

Tridon Industries, Inc.     Trade Debt                 $13,330

Bricklayers & Allied        Trade Debt                 $10,995
Craftsman Local #6              

Carlos Masonry              Trade Debt                  $9,376

Atlantic Building Supply    Trade Debt                  $8,800

Advanced Formwork, Inc.     Trade Debt                  $8,214

Patent Construction Systems Trade Debt                  $7,997

Paul M. Wolff Co. Concrete  Trade Debt                  $7,800
Curing                    


ST. FRANCIS HEALTH: Fitch Affirms Junk Rating on $15.9MM Bonds
--------------------------------------------------------------
Fitch Ratings affirms the 'CCC' rating on approximately $15.9
million Village of Green Springs, OH health care facilities
revenue bonds, series 1994A (St. Francis Health Centre Project),
issued on behalf of St. Francis Health Care Centre, OH. Credits
in the 'CCC' category reflect high default risk. The Rating
Outlook is Negative, primarily due to declining liquidity and
high deferred maintenance. A rating outlook indicates the
direction a rating is likely to move over a one to two-year
period, but does not imply a rating change is inevitable.
The rating affirmation is supported primarily by St. Francis
Health Care Centre's (St. Francis) return to increasing net
patient revenue, positive utilization trends at its intermediate
care facility, and an improved nursing situation. Since 2000,
annual revenues have increased consistently as the effects of
the Balanced Budget Act of 1997, which contributed to declining
revenues from 1997-1999, have subsided. Utilization of
intermediate care and long-term services have increased over the
past four years. In addition, St. Francis has improved its
nursing situation through better retention with a low nursing
turnover rate of approximately 3% and reducing the use of costly
nurse agency staff in 2002.

Ongoing concerns include St. Francis' large operating and net
losses, weak balance sheet, and inability to meet its covenanted
debt service coverage ratio. From fiscal 1998-2001, St. Francis'
operating and excess margins averaged negative 14.6% and
negative 11.5%, respectively, and for 11 months ended Nov. 30,
2002 were negative 12.4% and negative 10.4%. At Nov. 30, 2002,
St. Francis had $1.6 million unrestricted cash (41 days cash on
hand), a decline from $2.2 million (66 days) at fiscal 2000. Due
to St. Francis' financial performance, investment in its
property and plant has been minimal, exhibited by an average age
of plant of 9.8 years through the 11 months ended Nov. 30, 2002
from 4.0 years in fiscal 1997. St. Francis has not been able to
meet its covenanted debt service coverage ratio with rate
covenant violations in 1999 and 2001. Fitch expects another rate
covenant violation in 2002. As mandated by bond covenants, St.
Francis retained Ernst and Young as a consultant in 2001 to
identify revenue enhancement opportunities in order to achieve a
debt service coverage ratio of 1.20x, including an aggressive
marketing strategy, improved cost measurement tools, and a
pharmacy contract renegotiation.

The rating outlook is negative. Fitch believes the competitive
market and St. Francis' increasingly thinning financial cushion
will continue to pressure St. Francis' financial performance.
Fitch believes that it is imperative for management to implement
revenue enhancement opportunities as St. Francis has incurred
large operating losses since 1996. St. Francis does not
anticipate merging with a larger system in the foreseeable
future.

St. Francis has covenanted to provide only annual disclosure to
bondholders, however, management is willing to provide quarterly
disclosure to bondholders upon request. Management has been
responsive to Fitch's information requests, however, quarterly
disclosure has not been timely. Management has indicated that it
has revised its policy to provide quarterly disclosure to Fitch
on a timely basis.

Located in Green Springs, Ohio, 90 miles north of Columbus, St.
Francis operates a 36-bed long-term acute care hospital and 148
dually certified (Medicare and Medicaid) beds (108 for
intermediate care services and 40 for skilled nursing).


TRANSCARE CORP: Taps J.H. Cohn as Accountants & Tax Consultants
---------------------------------------------------------------
Transcare Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ J.H. Cohn LLP as their
Accountants and Tax Consultants, nunc pro tunc to the Petition
Date.

The Debtors explain that they need to hire J.H. Cohn to assist
them in:

     i) processing and organizing the financial data required
        for the Debtors' audit of their financial statements;

    ii) preparation of state and federal income tax returns for
        the year ended December 31, 2002; and

   iii) other matters requested by the Debtors from time to
        time.

J.H. Cohn's professionals have extensive experience and
knowledge in the field of accounting and auditing.  J.H. Cohn is
one of the leading independent accounting and consulting firms
in the United States, with more than 65 partners and 400 other
professionals and support staff who specialize in providing a
wide range of accounting and related consulting services to all
kinds of businesses. These services include industry
specialization programs in healthcare auditing, accounting and
consulting and experience in forensic accounting and consulting
services for troubled companies, and creditors in workout,
turnaround and bankruptcy situations. The Debtors believe that
J.H. Cohn is well suited to provide the type of financial
assistance the Debtors require.

J.H. Cohn will bill the Debtors at its current hourly rates:

          Partners                $300 - $410 per hour
          Directors               $300 per hour
          Managers                $255 per hour
          Supervisors             $205 per hour
          Senior Accountant       $160 per hour
          Staff                   $125 per hour
          Paraprofessional        $110 per hour

TransCare, a privately held corporation, is one of the largest
privately owned providers of ambulance and ambulette services in
the United States, providing both emergency and non-emergency
services, primarily on a fee-for-service basis. The Company
filed for chapter 11 protection on September 9, 2002. Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher represents the
Debtors in their restructuring efforts. When the Debtors sought
protection from its creditors, it listed an estimated assets of
$10 million to $50 million and debts of over $100 million.


TRANSTECHNOLOGY: Appoints R. White as CEO Under New Structure
-------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has completed the
previously announced separation of the positions of Chairman and
Chief Executive Officer.

Under the new structure, Robert L.G. White, age 61, formerly
President of the company's Breeze Eastern Division and its
Aerospace Products Group, was named President and Chief
Executive Officer. Michael J. Berthelot, age 52, formerly
President, Chief Executive Officer, and Chairman, will remain as
Chairman of the Board of Directors.

The changes in management were the culmination of the company's
restructuring over the past two years as it reduced its size
from fifteen operating units to one, pared debt, and simplified
its operations. The company determined that upon completion of
the restructuring it could simplify and reduce its corporate
cost and management structure while improving its overall
corporate governance efforts, without losing any of the
institutional memory that had been developed over the past
twelve years. As a result of the new management structure, the
company expects to reduce its corporate office expenses to $2.5
million in fiscal 2004 from over $6 million in fiscal 2002 and
an expected $5 million in fiscal 2003, which ends next month. In
association with the restructuring of senior management, the
company will recognize a $1.9 million pretax charge in its
fourth fiscal quarter.

Mr. Berthelot said, "This is an excellent point in our company's
life to make this transition. Bob White has done an absolutely
fantastic job in developing our aerospace products group,
especially Breeze-Eastern, since he joined us in 1994. He has
built a first rate management team, developed a strong line-up
of new products, and solidly positioned the company for
continued growth in the future. As a shareholder and director, I
am very excited by this new chapter under Bob's leadership."

Mr. White, said, "I am very proud to accept the challenge of
serving as the fourth Chief Executive Officer of TransTechnology
Corporation. At this juncture, it is fitting to acknowledge all
of the hard work of our Chairman, Board of Directors, and the
entire management team. Their efforts have positioned our
Company for this new phase of our history. I am grateful for
their efforts and I am optimistic for our Company. I believe
that our future is bright."

Mr. White has served as President of the Company's Breeze-
Eastern division since 1994 and as President of its Aerospace
Products Group since 1998.  Mr. White previously served as
President of GEC-Marconi Aerospace Inc., for seven years and in
management positions at Curtiss-Wright Corporation for twenty
years.  Mr. White earned a B.S. in Metallurgical Engineering
from Lafayette College. He is also a member of the board of
trustees of the Union County (New Jersey) Economic Development
Corporation.  Mr. White resides in Glen Ridge, New Jersey.

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.


UBIQUITEL: S&P Drops Corp Credit Rating to SD after Exch. Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on UbiquiTel Inc., and its wholly owned subsidiary,
UbiquiTel Operating Co., to 'SD' from 'CC'.

Simultaneously, Standard & Poor's lowered its rating on
UbiquiTel Operating's 14% senior subordinated discount notes due
April 15, 2010 to 'D' from 'C'.

In addition, Standard & Poor's affirmed its 'CC' senior secured
bank loan rating on UbiquiTel Operating and revised its
CreditWatch implications on the rating to positive from
negative. The CreditWatch listing reflects the potential for an
upgrade upon review of the company's revised business plan.

The rating actions reflect the completion of UbiquiTel
Operating's debt exchange offer for approximately $189.4 million
of its 14% senior subordinated discount notes due April 15,
2010. These notes are being exchanged for approximately $47.4
million of 14% senior discount notes due May 15, 2010.

"The senior subordinated discount notes are rated 'D' because we
view the transaction as a distressed exchange, due to the
discount to accreted value of the offer," said Standard & Poor's
credit analyst Rosemarie Kalinowski.

In conjunction with the exchange, UbquiTel Operating will
complete a $15 million partial prepayment against its
outstanding $245 million principal balance of bank term loans,
and the unused $55 million revolving line of credit will be
permanently reduced to $50 million.

Upon assessment of UbquiTel's new business plan and corporate
structure, Standard & Poor's will assign a new corporate credit
rating and bank loan rating, as well as ratings to the new notes
and remaining 14% senior subordinated discount notes.


UCFC FUNDING: S&P Cuts Ratings on 4 Classes of Ser. 1998-3 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of UCFC Funding Corp.'s manufactured housing contract
pass-through certificates series 1998-3.

The lowered ratings reflect the poor performance of the
underlying pool of manufactured housing contracts and high
projected cumulative net losses.

After 52 months of performance, and a pool factor of 71.30%,
cumulative net losses are 8.01% (of the initial pool balance),
significantly exceeding initial expectations. Additionally, the
percentage of the collateral pool that comprises receivables 90-
or-more days delinquent is significant at 4.87%. Also, the
average recovery rate has been less than 30% for the past 12
months. Furthermore, overcollateralization has been depleted;
consequently, the B-2 class, which is not rated by Standard &
Poor's, has been written-down to almost half of its initial
amount.

In October 1998, United Companies Funding Corp. announced it was
exiting the manufactured housing originations business. Since
then, recovery rates have been adversely affected. The company
later filed for Chapter 11 bankruptcy in March 1999.

EMC Mortgage Corp., a wholly owned subsidiary of Bear Stearns &
Co. Inc., assumed servicing responsibility on UCFC's entire
manufactured housing and home equity portfolios as of Dec. 31,
2000.

Standard & Poor's previously lowered its ratings on all classes
of UCFC 1998-3 in July 2000, and further lowered the ratings on
the class M-1, M-2, and B-1 certificates in July 2001, each time
due to worse-than-expected credit performance.

Due to the steady deterioration in the performance of the
underlying collateral pool, coupled with the diminished credit
support available to support the transaction, Standard & Poor's
has lowered its ratings on the applicable classes to their new
levels.
   
                        RATINGS LOWERED
   
                       UCFC Funding Corp.
   Manufactured housing contract pass-thru certs series 1998-3
   
                              Rating
                  Class    To         From
                  A-1      BBB-       A
                  M-1      B          BBB-
                  M-2      CCC+       BB
                  B-1      CCC-       B-


UNIFAB INT'L: Says Resources Ample to Meet Working Capital Needs
----------------------------------------------------------------
UNIFAB International, Inc., fabricates and assembles jackets,
decks, topside facilities, quarters buildings, drilling rigs and
equipment for installation and use offshore in the production,
processing and storage of oil and gas. Through a wholly-owned
subsidiary, Allen Process Systems, LLC, the Company designs and
manufactures specialized process systems such as oil and gas
separation systems, gas dehydration and treatment systems, and
oil dehydration and desalting systems, and other production
equipment related to the development and production of oil and
gas reserves. Compression Engineering Services, Inc., a division
of Allen Process Systems, LLC, provides compressor project
engineering from inception through commissioning, including
project studies and performance evaluation of new and existing
systems, on-site supervision of package installation, and
equipment sourcing and inspection. The Company's main
fabrication facilities are located at the Port of Iberia in New
Iberia, Louisiana. Through a wholly-owned subsidiary, Allen
Process Systems, Ltd., headquartered in London, England, the
Company provides engineering and project management services
primarily in Europe and the Middle East and the Far East.

Revenue for the three months ended September 30, 2002 decreased
71% to $5.8 million from $20.0 million for the three months
ended September 30, 2001. For the nine-month periods ended
September 30, 2002 and 2001, revenue was $24.1 million and $64.5
million, respectively, a decrease in the current period of 63%.
This decrease is primarily due to reduced barge and jack up rig
repair operations and reduced newbuild liftboat activities
resulting from the closure of the Company's OBI facilities at
the Port of Iberia and the  suspension of operations at its
deepwater facility in Lake Charles. Revenue levels for the
Company's structural fabrication, process system design and
fabrication and international project management and design
services are approximately forty percent of those in the same
period last year. During the first nine months of the year, the
Company has experienced reduced opportunities to bid on projects
and was eliminated from bidding on various projects as a result
of the substantial deterioration of the Company's financial
condition and results of operations experienced during the 2001
fiscal year. Further, the Company was unable to post sufficient
collateral to secure performance bonds and as a result was
unable to qualify to bid on various contracts. At September 30,
2002, backlog was approximately $4.2 million. On August 13, 2002
the Company completed a debt restructuring and recapitalization
transaction with Midland substantially improving the financial
position, working capital and liquidity of the Company. Since
August 13, 2002, there has been a substantial increase in
proposal activity in the Company's main fabrication and process
equipment markets. In addition, the Company's capacity to
provide performance bonds on projects has improved
significantly. As a result, backlog at December 17, 2002 was
approximately $24.2 million.

Gross profit (loss) for the three months ended September 30,
2002 decreased to a loss of $1.6 million from a profit of $1.6
million for the same period last year. In the nine-month period
ended September 30, 2002 gross profit (loss) decreased to a loss
of $2.7 million from a profit of $3.4 million in the nine-month
period ended September 30, 2001. The decrease in gross profit is
primarily due to costs in excess of revenue for the Company's
process system design and fabrication services and at the
Company's deep water facility in Lake Charles, Louisiana and
adjustments of $550,000 related to disputes on several
contracts, $387,000 related to valuation reserves on inventory,
and $253,000 related to a charge for asset impairment. The
effect of these adjustments was offset in part by a $1.1 million
contract loss reserve recorded last year. Additionally,
decreased man hour levels in the quarter and nine-month periods
ended September 30, 2002 compared to the same periods last year
at the Company facilities caused hourly fixed overhead rates to
increase and resulted in increased costs relative to revenue.

For the three and nine month periods ended September 30, 2002
the Company's losses were $3,525 and $23,034, respectively.  For
comparison, for the three and nine month periods ended September
30, 2001 the Company's losses were $9,117 and $25,227,
respectively.

Notwithstanding the losses, management believes that its
available funds, cash generated by operating activities and
funds available under its Credit Agreement will be sufficient to
fund its working capital needs and planned capital expenditures
for the next 12 months.


UNI-MARTS: $13M Facility Needs Amended to Avert a Default
---------------------------------------------------------
Uni-Marts needs to successfully amend the fixed charge and
interest coverage covenants contained its $13 million revolving
credit facility with Provident Bank at the close of the second
fiscal quarter ending April 3, or else the company will be in
default under that bank loan.

The Company previously amended the same covenants during the
quarter ended Sept. 30. F&D Reports says that management and the
bank are "currently evaluating revisions to the fixed-charge
coverage covenant and interest coverage covenant levels for the
second, third and fourth quarters of fiscal year 2003 that will
be consistent with the Company's strategic course."  The
borrowings are now classified as a current liability since the
previous amendment lasted only through the first quarter.

Provident Bank -- according to http://www.LoanDataSource.com--  
agreed to relax the two covenants in September 2002.  At that
time, the Company promised that:

    (A) it would not permit its Interest Coverage Ratio to fall
        below:

        For the                         Minimum Interest
        Quarter(s) Ending                Coverage Ratio
        -----------------               ----------------
        September 30, 2002                  1.80:1
        January 2, 2003                     1.65:1
        April 3, 2003 through               2:05:1
          September 30, 2003

    (B) it would not permit its Fixed Charge Coverage Ratio to
        exceed:

        For the                         Minimum Interest
        Quarter(s) Ending                Coverage Ratio
        -----------------               ----------------
        September 30, 2002                 0.9 to 1.0
        January 2, 2003                    0.9 to 1.0
        January 2, 2003 and                1.1 to 1.0
          thereafter

Uni-Marts is a convenience store operator based in State
College, Pennsylvania. The company also operates a number of
Choice Cigarette Discount outlets in the northeast United
States.  


WALL STREET DELI: Dimensional Fund Discloses 5.93% Equity Stake
---------------------------------------------------------------
Dimensional Fund Advisors Inc., beneficially own 172,500 shares
of the common stock of Wall Street Deli, Inc., representing
5.93% of the outstanding common stock of the Company.  The Fund
holds sole voting and dispositive powers over the stock.

The company owns and operates a chain of about 55 quick-service,
delicatessen-style restaurants in 10 markets such as Chicago,
Dallas, and Washington, DC. (Despite its name, however, it has
no locations in New York City.) Its stores offer made-to-order
sandwiches, as well as breakfast items like bagels and muffins.
With its stores located primarily in downtown areas, Wall Street
Deli caters to the office lunch crowd. It also has 29 franchised
stores mostly in suburban shopping areas. To help its sagging
bottom line, filed for Chapter 11 bankruptcy protection on
October 1, 2001 (Bankr. N.D. Ala. Case No. 01-06987).


WARNACO GROUP: Bank of America Discloses 5.98% Equity Stake
-----------------------------------------------------------
In a regulatory filing dated February 4, 2003, Bank of America
Corporation and affiliates disclose to the Securities and
Exchange Commission their beneficial ownership in The Warnaco
Group, Inc.'s Common Stock:

A. Bank of America Corporation

    Number of Shares with Sole Voting Power: 0
    Number of Shares with Shared Voting Power:  2,692,655
    Percent of Class Represented:  5.98%

B. NB Holdings Corporation

    Number of Shares with Sole Voting Power: 0
    Number of Shares with Shared Voting Power:  2,692,655
    Percent of Class Represented:  5.98%

C. Bank of America, N.A.

    Number of Shares with Sole Voting Power: 8,500
    Number of Shares with Shared Voting Power:  2,286,453
    Percent of Class Represented:  5.10%

D. BANA, LLC

    Number of Shares with Sole Voting Power: 0
    Number of Shares with Shared Voting Power:  2,286,453
    Percent of Class Represented:  5.08%

E. Banc of America Strategic Solutions, Inc.

    Number of Shares with Sole Voting Power: 2,286,453
    Number of Shares with Shared Voting Power:  0
    Percent of Class Represented:  5.08%

F. NationsBanc Montgomery Holdings Corporation

    Number of Shares with Sole Voting Power: 0
    Number of Shares with Shared Voting Power:  397,702
    Percent of Class Represented:  0.88%

G. Banc of America Securities, LLC

    Number of Shares with Sole Voting Power: 397,702
    Number of Shares with Shared Voting Power:  0
    Percent of Class Represented:  0.88%
(Warnaco Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDCOM INC: Intends to Reject 1,330 Individual Service Orders
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates purchase certain
telecommunications services pursuant to tariffs filed by
incumbent and competitive local exchange carriers in accordance
with the Telecommunications Act of 1996. Tariffs are schedules
of rates, terms and conditions by which the LECs agree to
provide services to their customers.  Tariff services are
purchased by submitting a contract known as an access service
order to the LEC.

Since the Petition Date, Lori R. Fife, Esq., at Weil Gotshal &
Manges LLP, in New York, relates that the Debtors have reviewed
the operating capacity of its network.  This network
rationalization process is an ongoing, integral component of the
Debtors' long-range business plan.  The Debtors determined that
it does not require the capacity relating to 1,330 circuits
purchased through service orders purchased under tariffs.  The
Circuits and associated Service Orders are with SBC and Verizon
or their affiliates.  In determining to reject the Service
Orders, the Debtors considered network overcapacity, costs,
overlap and other inefficiencies, as well as their ability to
move traffic to alternative circuits in a more cost-effective
manner.

Accordingly, the Debtors seek the Court's authority to reject
the Service Orders associated with the Circuits.

Ms. Fife points out that the Debtors currently have no traffic
on the Circuits purchased under the Service Orders but they
continue to incur monthly charges totaling $889,509 in relation
with these circuits.  Thus, the Circuits provided under the
Service Orders are unnecessary and costly to the Debtors'
estates.  By rejecting the Service Orders, the Debtors save the
estates $10,674,108 in administrative expenses per annum, or
$11,804,372 for the remainder of the terms of the Service
Orders. (Worldcom Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOE06USR2) are trading at about 22 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


W.R. GRACE: Equity Panel Backs Request for Exclusivity Extension
----------------------------------------------------------------
The Official Committee of Equity Security Holders responds to
the W.R. Grace Debtors' Motion for another extension of the
exclusivity periods by telling Judge Fitzgerald that the Equity
Committee has carefully monitored the course of this chapter 11
proceeding and believes that the Debtor has been performing its
duties as debtor in possession properly.  During the past seven
months, the Debtor, in conjunction with other constituencies,
has taken significant steps to determine the various asbestos-
related claims against the estate.  These efforts have included
participation in, and ultimately settlement of, the Sealed Air
and Fresenius fraudulent conveyance litigation, as well as
continued discovery in preparation for a "science trial" of the
Zonolite Attic Insulation claims.  In addition, the Court has
established a bar date for traditional property damage claims
and Judge Wolin has taken submissions on establishing a
procedure for fixing the amount of asbestos personal injury
claims.

The Equity Committee believes that resolution of the asbestos-
related claims in the sine qua non for a plan of reorganization
in these cases.  Without such a resolution, neither the Debtor
nor any other party can propose a plan of reorganization unless
it is fully consensual.  Absent such a consensual plan, the
issues will remain to be litigated during the confirmation
process.  If, ultimately, the plan cannot be confirmed, the time
and expense of solicitation and voting will have been wasted.
The Equity Committee therefore supports the Debtors' request for
a further extension.

In light of the Debtor's active steps to move this case forward
and the inevitable delays inherent in a case this large and
complex, the Equity Committee believes the request for an
extension of the exclusivity periods is appropriate.  Under the
circumstances, a six-month extension of these periods, as
requested by the Debtor, is reasonable and will work no
injustice to any party.

As previously reported, the Debtors requested for a fourth
extension of their exclusive periods. They're asking the Court
to extend their exclusive period to file a plan of
reorganization until August 1, 2003 and to solicit acceptances
of that plan until October 1, 2003. (W.R. Grace Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Huron Consulting Group Forms Economic Consulting Practice
-----------------------------------------------------------
Huron Consulting Group announced a major new business offering
with the formation of its Economic Consulting practice to be
lead by top economist, Dr. Michael J. Moore.

"The creation of the Economic Consulting practice is a
substantial new business endeavor for Huron Consulting Group,"
said Gary Holdren, president, Huron Consulting Group. "We are
looking forward to Dr. Moore's leadership in building a world-
class team of economic experts at Huron to serve our clients."

The Economic Consulting practice will conduct economic analyses
for corporate clients dealing with strategy, litigation,
regulation, valuation and bankruptcy matters. The initial focus
will be the preparation and delivery of testimony in cases
involving litigation, including but not limited to, securities
fraud, antitrust and anticompetitive practices, merger and
acquisition analyses, bankruptcies, toxic torts, insurance
claims and regulatory issues involving pricing and rate
hearings. Providing economic value driven strategic advice is
another focus for the practice.

Huron Consulting Group will provide an extensive network of
economic experts to serve each individual client need. Dr. Moore
will be building a full-time staff comprised of Ph.D. and
undergraduate economists located across the country. In
addition, Dr. Moore will be establishing alliances with leading
academic economists and universities throughout the United
States.

Dr. Moore is currently the Bank of America Research Professor at
the Darden School of Business and Professor of Health Evaluation
Sciences at the School of Medicine, University of Virginia. He
is also a Research Associate at the National Bureau of Economic
Research. Dr. Moore was the Olin Fellow at the University of
Chicago Graduate School of Business in 1999, and has taught at
the University of California - Santa Barbara, Duke University,
INSEAD, and the University of Michigan.

"I am thrilled at the prospect of leading Huron Consulting
Group's new Economic Consulting practice," Dr. Moore said. "The
opportunity to work on important, real-world economic problems
in 'real time' is truly invigorating." Regarding Huron, he
stated that, "The disciplines of economics, accounting and
finance are highly complementary, and their marriage will allow
Huron to provide advice and counsel to clients, based on
intellectually rigorous economic analysis, that is compelling,
comprehensive, and highly relevant to the business issues at
hand."

Dr. Moore received his Ph.D. in Economics from the University of
Michigan. He will be based in Huron Consulting Group's
headquarter office in Chicago. He will split his time between
Chicago and Charlottesville, where his wife, Marian, is a
professor at the Darden School, University of Virginia.

Huron Consulting Group is a 350-person business consulting
organization created on the belief that our people are our
greatest asset and that our clients deserve the very best in
terms of effort, care, and intellectual capacity - delivered
objectively.

Huron Consulting Group provides valuation, finance,
restructuring, and turnaround services to companies and lenders.
It performs financial investigations, litigation analysis,
expert testimony and forensic accounting for attorneys and it
provides higher education and healthcare consulting, law
department consulting and strategic sourcing consulting.

Huron Consulting Group has its headquarters in Chicago, with
additional offices in Boston, Charlotte, Houston, New York and
San Francisco.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  13.25 - 14.25    -0.75
Finova Group          7.5%    due 2009  33.0 - 35.0      -0.5     
Freeport-McMoran      7.5%    due 2006  96.0 - 97.0      +1.5
Global Crossing Hldgs 9.5%    due 2009   2.5 - 3.0       -1.0
Globalstar            11.375% due 2004  5.0  - 6.0       -1.0
Lucent Technologies   6.45%   due 2029  56.5 - 57.5      +1.5
Polaroid Corporation  6.75%   due 2002   6.5 - 7.5       -0.25
Terra Industries      10.5%   due 2005  85.0 - 88.0      -3.0
Westpoint Stevens     7.875%  due 2005  30.0 - 32.0      -4.0
Xerox Corporation     8.0%    due 2027  67.0 - 69.0      +2.0

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***