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

             Friday, February 28, 2003, Vol. 7, No. 42

                           Headlines

21ST CENTURY TECH: Completes 100-For-1 Reverse Stock Split
ADELPHIA COMMUNICATIONS: Vanguard Windsor Dumps Equity Stake
ALLEGHENY ENERGY: $2.4BB Bank Loans Don't Change Fitch's View
ALLEGHENY ENERGY: Selling Interest in Conemaugh Gen. for $51MM
ALLEGHENY: Takes Steps to Defend against Attacks by California

AMERICAN GREETINGS: Closing McCrory, Ark., Distribution Facility
ANC RENTAL: Asks Court to Modify Piper Rudnick Employment Order
ANNUITY & LIFE: S&P Lowers & Removes BB- Ratings from Watch
ANNUITY & LIFE: Fitch Further Junks IFS Rating to CC from CCC
ANNUITY & LIFE: A.M. Best Cuts Financial Strength Ratings to B+

ANR PIPELINE: S&P Rates Planned $300 Mill. Notes Offering at B+
AURORA FOODS: S&P Junks Credit Rating Due to Unmet Expectations
BASIS100 INC: Dec. 31 Working Capital Deficit Tops C$2.4 Mill.
CANADIAN MANOIR: Completes Note and Debt Assignment Transactions
CHARLES RIVER LABS: Strong Performance Spurs S&P to Up Ratings

CITRUS VALLEY: S&P Cuts Certs. Rating to BB+ Over Low Liquidity
CLARK RETAIL: Ill. Court Fixes March 14, 2003 as Claims Bar Date
CONSECO FINANCE: Creditors' Committee Taps Greenberg Traurig
CROWN CASTLE: Reports Improved Fin'l Results for Full-Year 2002
DDI CORP: Dec. 31, 2002 Balance Sheet Upside-Down by $37 Million

DEVON MOBILE: Taps Freed Maxick to Render Accounting Services
DICE INC: Files Joint Plan and Disclosure Statement in New York
EBIZ ENT.: Fails to Make Payments to Secured & Unsec. Creditors
ENCOMPASS SERVICES: Wants to Pay Postpetition Insurance Premiums
ENRON: Metromedia Fiber Wants Prompt Payment of $2MM Admin Claim

FACTORY 2-U STORES: Arranges for $15MM Debt & Equity Financing
FAIRPOINT: S&P Says Pact With Lenders Has No Impact on Rating
FIRST ECA: Judge Walsh to Consider Amended Plan on Mar. 27, 2003
FREESTAR TECHNOLOGY: Amends Rahaxi Processing Acquisition Pact
GLOBEL DIRECT: Wins $3.5-Billion Document Supply Contract

HANGER ORTHOPEDIC: 2002 Year-End Results Show Marked Improvement
HORSEHEAD INDUSTRIES: Wants Exclusivity Extended Until May 16
INTRAWEST CORP: S&P Revises Outlook on Low-B Ratings to Positive
IPCS INC: S&P Drops Credit Rating to D After Bankruptcy Filing
JC PENNEY: Fitch Rates $600-Million 8% Senior Notes at BB

KAISER ALUMINUM: Court Okays Aussie Tax Pact Filing Under Seal
KEY3MEDIA: Gets Court Nod to Pay Critical Vendors Up to $4.7MM
KMART CORP.: Grand Jury Indicts Two Former Officers
KMART CORP: Has Until May 26 to Move Actions to Illinois Court
LAIDLAW INC: Discloses Identities of New Company Board Members

LEATHERLAND CORP: Case Summary & 20 Largest Unsecured Creditors
LIFESTREAM TECHNOLOGIES: Auditors Express Going Concern Doubt
LTV CORP: Copperweld Debtors Ink Insurance Policies with AIG
LUCENT: SEC Fraud Probe Ends & Company Can Focus on Solvency
MARINER POST-ACUTE: Has Until May 31, 2003 to Challenge Claims

METROMEDIA FIBER: Offering New MFN DbA Service to Customers
MISSISSIPPI CHEMICAL: Shuts-Down Nitrogen Facility Indefinitely
NATIONAL CENTURY: Amedisys Sues Debtors for Breach of Contracts
NATIONAL STEEL: AK Steel's Bid Clears Justice Dept. HSR Review
NATIONAL WINE & SPIRITS: S&P Ratchets Corp. Credit Rating to B-

NATIONSRENT INC: Court Approves Noteholder Solicitation Protocol
NBO SYSTEMS INC: Company's Ability to Meet Obligations Uncertain
NETWOLVES: Capital Resources Insufficient to Fund Operations
NEXTEL PARTNERS: Exceeds Expectations With Strong 2002 Results
NOVEX SYSTEMS: Auditors Doubt Ability to Continue Operations

NUTRITIONAL SOURCING: Delaware Court Fixes April 11 Bar Date
OCEAN ENERGY: Fitch Affirms Sr. Subordinated Debt Rating at BB
ONEIDA LTD: Violates Net Worth Covenant Under Credit Agreement
ORBITAL SCIENCES: Reports Strong Operating Results for Q4 2002
PACIFIC GAS: CPUC & Committee Request to Re-Solicit Votes Nixed

PLAINS ALL AMERICAN: S&P Ups & Removes Low-B Ratings from Watch
POLYPORE: S&P Affirms BB Rating & Revises Outlook to Positive
SAIRGROUP FINANCE: Files Plan & Disclosure Statement in S.D.N.Y.
SEVEN SEAS: Closes $20M Sale of Producing Properties to Sipetrol
SOFAME TECHNOLOGIES: All Securities Transactions Suspended

SOUTHERN NATURAL GAS: S&P Rates $400M Sr. Note Offering at B+
SOURCINGLINK.NET: Auditors Doubt Ability to Continue Operations
STM WIRELESS: Court Allows Access to $200,000 of DIP Financing
TANGER FACTORY: Posts Stronger 2002 Year-End Operating Results
TECHNICAL COMMS: Must Generate New Funds to Ensure Viability

TOKHEIM CORP: Court Approves Sale of North American Assets
TRANSCARE CORP: Wants More Time to Make Lease-Related Decisions
UNIFAB INT'L: Files SEC Form 10-Q for Period Ending September 30
UNIROYAL TECH: Wants Lease Decision Period Extended Until May 23
UNITED AIRLINES: Flight Attendants Propose $1BB+ in Cost Cuts

VENTAS INC: Narrows Dec. 31 Net Capital Deficit to $54 Million
VERITAS DGC: Second Fiscal Quarter Results Show Positive Growth
WARNACO GROUP: Bank of Nova Scotia Discloses 9.79% Equity Stake
WEIRTON STEEL: Expects to Reduce Additional $10 Million in Costs
WESTERN DIVERSIFIED: S&P Affirms & Withdraws BBpi Rating

WICKES INC: Completes Exchange Offer for 11-5/8% Sr. Sub. Notes
WILD OATS: Dec. 28 Working Capital Deficit Stands at $27 Million
WORLD HEART: Will Hold Year-End Results Conference Call on Mar 5
WORLDCOM INC: Urges Court to Enforce Stay to Preserve Insurance
W.R. GRACE: Baupost Group Discloses 3.71% Equity Stake

XCEL ENERGY: Board Declares Quarterly Preferred Share Dividends

* FBI Sets-Up New Corporate Fraud Hotline at 1-888-622-0117

* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970

                           *********

21ST CENTURY TECH: Completes 100-For-1 Reverse Stock Split
----------------------------------------------------------
Arland D. Dunn, Chairman and Chief Executive Officer of 21st
Century Technologies, Inc., (OTCBB:TFCT) announced that the
Company has accomplished a 100:1 reverse split of its common
stock (par value $.001), effective February 20, 2003. The
Company did not change its domicile.  Mr. Dunn said, "In my
opinion, this reverse split wil1 prove to be of great benefit to
the Company and its shareholders. I believe that it will add
value to our enterprise and create opportunities for expansion
in the future."

The Company had originally made plans for a shift of domicile to
Delaware. "Upon thorough review the benefits offered by either
state, together with the needs of the Company, it was decided
that remaining domiciled in Nevada would be in best interest of
all concerned."

The recapitalization of the Company requires that NASDAQ issue a
new trading symbol for the Company's stock. TEXN has been
retired in favor of the Company's new trading symbol, TFCT.
Mr. Dunn said, "TEXN was a nice trading symbol. TFCT is better.
This Company can be bigger than Texas. TFCT, our initials, is
appropriate for a Company which we intend to have a world-wide
reach."

Mr. Dunn also advised that the previously announced
recapitalization raising authorized common shares to 300,000,000
plus the addition of 50,000,000 shares of two new classes of
preferred stock has been accomplished effective February 20,
2003. "This additional capital authorization will make it easier
for the Company to take advantage of business opportunities as
they appear," Mr. Dunn stated

As reported in Troubled Company Reporter's December 3, 2002
edition, 21ST Century Technologies, Inc., incurred an operating
loss of $97,442 for the 3 months ending September 30, 2002.
Recapitalization expense of $130,995 increased the loss for the
period to $228,309.  For the nine months ended September 30,
2002, the Company has net income of $33,682 compared to a net
loss of $1,917,536 loss for the same period during the previous
year.  General and administrative expenses of $378,066 have been
sharply reduced for the 9 months ending September 30, 2002
compared with $869,038 for the 9 months ending September 30,
2001. Due to the reduction of mid level and upper management,
compensation costs are likewise reduced from $1,151,338 in 2001
to $314,761 in 2002.

The Company is dependent upon cash on hand and revenues from the
sales of its products.  At present the Company needs cash for
monthly operating expenses in excess of its historic sales
revenues, and will  continue to need additional capital funding
until sales of products increases.  The Company will finance
further growth through both public and private financing,
including equity resources in the event of recapitalization.
Shareholders' interests may be diluted.  If the Company is
unable to raise sufficient funds to satisfy either short term or
long term needs, there would be substantial doubt as to whether
the Company could continue as a going concern on either a
consolidated basis or through continued operation of any
subsidiary.  It might be required to significantly curtail its
operations, significantly alter its business strategy or forego
market opportunities.


ADELPHIA COMMUNICATIONS: Vanguard Windsor Dumps Equity Stake
------------------------------------------------------------
Vanguard Windsor Funds, a business trust organized under the
laws of the Commonwealth of Delaware and an investment company
registered under Section 8 of the Investment Company Act,
discloses in its February 13, 2003 filing with the Securities
and Exchange Commission that it furnishes investment advice to
four investment companies registered under the Investment
Company Act of 1940.  Vanguard reports that it has ceased to be
the beneficial owner of more than 5% of the class securities of
ACOM. (Adelphia Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 41 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ALLEGHENY ENERGY: $2.4BB Bank Loans Don't Change Fitch's View
-------------------------------------------------------------
Allegheny Energy Inc., has closed $2.4 billion of new bank
credit facilities for AYE and its subsidiaries Allegheny Energy
Supply and Allegheny Energy Generating Company. The closing of
the bank credit facility averted the potential bankruptcy of
these companies and provides the companies sufficient liquidity
to carry on operations. The terms of the new facilities will,
however, continue to put pressure upon the companies to sell
assets and find new sources of capital.

The new bank facilities for AE Supply refinance $1.637 billion
of pre-existing credit facilities and letters of credit and
provide $470 million of new funding, and are secured by
virtually all the assets of AE Supply. The new facilities at AE
Supply will require repayments of $250 million in the fourth
quarter of 2003 and $250 million and $150 million in the third
and fourth quarters of 2004. The terms of the AE Supply
facilities range from September 30, 2004 through
November 15, 2007, with the majority expiring on April 18, 2005.
The $330 million credit facility refinancing the prior facility
at AYE is unsecured and will require repayment of $7.5 million
each quarter. Its expiration is April 18, 2005. Both AYE and AE
Supply facilities require prepayments from the proceeds of any
asset sales.

The existing ratings of AYE and its subsidiaries AE Supply, AGC,
Monongahela Power Company, Potomac Edison Company, West Penn
Power Company and AE Supply's special purpose entity Allegheny
Energy Supply Statutory Trust 2001, remain on Rating Watch
Negative and unchanged at this time. Fitch intends to resolve
the Rating Watch and refine the ratings for all the rated
entities within the Allegheny group following a meeting with
management by mid-March. Fitch also expects to assign a new
rating to AE Supply's secured bank credit facilities.

The ratings of the Allegheny group are as follows:

         Allegheny Energy, Inc.

             -- Senior unsecured debt 'B+'.

         West Penn Power Company

             -- Medium-term notes 'BB+'.

         Potomac Edison Company

             -- First mortgage bonds 'BBB-';

             -- Senior unsecured notes 'BB'.

         Monongahela Power Company

             -- First mortgage bonds 'BBB-';

             -- Medium-term notes/pollution control revenue bonds
                (unsecured) 'BB';

             -- Preferred stocks 'BB-'.

         Allegheny Energy Supply Company LLC

             -- Senior unsecured notes 'B'.

         Allegheny Generating Company

             -- Senior unsecured debentures 'B'.

         Allegheny Energy Supply Statutory Trust 2001

             -- Senior secured notes 'B'.

     -- All ratings listed above remain on Rating Watch Negative.

The ratings not on Rating Watch status are as follows:

          West Penn Funding LLC

             -- Transition bonds 'AAA'.

          Allegheny Energy Supply Company LLC

             -- Pollution control bonds (MBIA-insured) 'AAA'.

AYE is a registered utility holding company, which owns three
regulated utilities, Monongahela Power, Potomac Edison and West
Penn Power and two non-utility subsidiaries. The utilities
deliver electric and gas service to 1.5 million customers in
parts of Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia and 230,000 customers in West Virginia, respectively.
AYE's non-utility subsidiaries consist of AE Supply Co. LLC,
which develops, acquires, owns and operates generating plants
and is a marketer of electricity and other energy products and
Allegheny Ventures which is involved in telecommunications and
energy related projects.


ALLEGHENY ENERGY: Selling Interest in Conemaugh Gen. for $51MM
--------------------------------------------------------------
Allegheny Energy, Inc.'s (NYSE: AYE) subsidiary, Allegheny
Energy Supply Company, LLC, has signed a definitive agreement to
sell its 83-megawatt (MW) share of the coal-fired Conemaugh
Generating Station, located near Johnstown, Pa., to UGI
Development Company, an indirect, wholly owned subsidiary of UGI
Corp. (NYSE: UGI), for approximately $51.25 million, subject to
a $3-million credit in favor of UGI Development Company. The
sale is part of Allegheny Energy's ongoing efforts to repay
debt, increase financial flexibility, and refocus its business
on fundamental strengths and core assets.

"The sale of Allegheny Energy Supply's interest in the Conemaugh
Generating Station is an important step in our plan to increase
financial flexibility and get back to the basics of our business
and will allow us to focus our capital resources on areas
consistent with our long-term strategic plan," said Alan J.
Noia, Chairman, President, and Chief Executive Officer,
Allegheny Energy.

Allegheny Energy Supply acquired the 4.86-percent interest in
the 1,711-MW Conemaugh Generating Station in January 2001.

The sale has been approved by the Board of Directors of each
company and is subject to customary closing conditions and
regulatory approvals. The companies anticipate closing the
transaction as soon as all regulatory approvals are received.

Allegheny has also taken steps to reduce its cost structure and
strengthen its balance sheet. Beginning in 2002, the Company
took actions that included scaling back and relocating its
wholesale energy trading business; reducing operating expenses
in the long term; canceling the development of generating
facilities, saving $700 million in capital expenditures over the
next several years; reducing its workforce by approximately 10
percent; and suspending the dividend on its common stock.

As part of this ongoing effort to repay debt and improve
liquidity, Allegheny Energy is exploring the sale of a number of
other assets. In early January, the Company announced the sale
of Fellon-McCord & Associates, Inc., its natural gas and
electricity consulting and management services firm, and
Alliance Energy Services, LLC, a provider of natural gas supply
and transportation services, to Constellation Energy Group.

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


ALLEGHENY: Takes Steps to Defend against Attacks by California
--------------------------------------------------------------
Allegheny Energy Supply, a subsidiary of Allegheny Energy (NYSE:
AYE), has filed claims with the Board of Control of the State of
California for monetary damages inflicted on Allegheny by the
state's bad-faith actions to abrogate a large supply contract
for electricity.

"The filing was one step in what will be a vigorous effort to
assure that California is held accountable for the serious
damage it has caused Allegheny by acting in bad faith," said
Michael P. Morrell, President, Allegheny Energy Supply. "We are
responsible to our employees, to our shareholders, and to our
customers, and we cannot simply watch as they are subjected to
an unfair assault by the State of California and its advisors."

State law requires the filing before initiating contract- or
tort-based legal claims against the state or its agencies. Such
claims have not yet been filed in court, but the Company took
the action to preserve its legal rights going forward, said
Morrell.

According to Morrell, Wednesday's filing is a result of ongoing
efforts by several California energy agencies, coordinated by
the Governor's office, to abrogate a contract between the
California Department of Water Resources) and Allegheny Energy
Supply. In the filing, Allegheny Energy Supply and its
subsidiary, Allegheny Trading Finance Company, point to multiple
wrongful acts on the part of California agencies and their
advisors that have damaged the Company.

"California is not above the law and is not exempt from paying
for the harm it wrongfully causes," said Morrell. "Its bad-faith
actions appear to be designed to create financial instability at
the Company, a condition California then planned to use to walk
away from a valid contract."

Morrell explained that the state has undertaken an orchestrated
campaign to escape its contractual obligations since energy
prices declined in California in late 2001. California has taken
repeated steps to prolong the uncertainty surrounding the
Allegheny-California contract by first filing a complaint
against Allegheny Energy Supply with the Federal Energy
Regulatory Commission (FERC) and, more recently, filing a
lawsuit in Sacramento Superior Court. The uncertainty
surrounding the contract has had significant negative financial
consequences for Allegheny.

"We have made numerous offers to negotiate in good faith with
California, but our efforts have been met only with additional
demands," said Morrell. "We are expecting a decision from the
FERC on this matter in the near future; however, it appears that
California is not content to rely on the FERC's judgment in this
matter.

"Our Company negotiated a fair contract with California, and we
have conducted ourselves honorably in living up to it," said
Morrell. "We have met and will continue to meet all of our
obligations under the contract."

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


AMERICAN GREETINGS: Closing McCrory, Ark., Distribution Facility
----------------------------------------------------------------
American Greetings Corp., (NYSE: AM) will close its McCrory,
Ark., distribution facility as part of ongoing efforts to
increase efficiency and cut costs in its supply chain. The
facility closing is scheduled for completion by August 2003.

The 770,000-square foot facility is a distribution facility for
Carlton Cards brand social expression products and employs
approximately 310 associates. American Greetings will transfer
the seasonal order-filling work previously performed at the
McCrory plant to its 2.6 million-square foot facility in
Osceola, Ark., while everyday order filling will move to the
Corporation's recently renovated 1.4 million-square foot
facility in Danville, Ky.

"This change represents an opportunity to optimize efficiency in
our supply chain, which is one of our four key strategic
initiatives that will drive our growth over the next couple
years," said Mike Goulder, senior vice president and executive
operations officer. "We will be certain to make this a seamless
transition to ensure that more of our retail partners benefit
from the utilization of the advanced technology and additional
capacity at our facilities in Danville and Osceola."

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

                            *     *     *

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


ANC RENTAL: Asks Court to Modify Piper Rudnick Employment Order
---------------------------------------------------------------
Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that ANC Rental Corporation, its
debtor-affiliates, and Piper Rudnick LLP, formerly known as
Piper Marbury Rudnick & Wolfe LLP, have encountered significant
difficulties in obtaining executed affidavits from many Local
Counsels due to the fact that the Local Counsels are in foreign
countries and unfamiliar with U.S. bankruptcy laws.

Mr. Battista reports that since the entry of the Employment
Order, Piper Rudnick has requested affidavits of
disinterestedness from 77 Local Counsels.  To date, only 32
Local Counsels have executed and returned affidavits, which were
returned only after several communications between Piper Rudnick
and the Local Counsel.  Additionally, numerous reminders have
been sent to the Local Counsels who have not returned executed
affidavits.

Mr. Battista explains that many Local Counsels have refused to
execute affidavits because the expense of preparing the
affidavits and having them notarized -- which in some countries
costs over $1,000 -- exceeds the amount that Local Counsel would
be paid for their services.  Furthermore, Local Counsel has
refused to execute the affidavits because of their lack of
familiarity with United States bankruptcy law and procedures.
Numerous other Local Counsel have threatened to cease performing
work on the Debtors' behalf and have refused to transfer their
files until their nominal invoices are paid.  Moreover, most
Local Counsels are employed simply to record documents and
perform other ministerial tasks to enable the Debtors to
maintain their intellectual property and franchise rights, and
the cost of their services is nominal.

Mr. Battista points out that in some countries, there is only
one firm that Piper Rudnick may engage as Local Counsel.
Without the services of that firm, Piper Rudnick would be unable
to satisfy the requirements of local law to maintain, preserve
and protect the Debtors' assets.  Piper Rudnick has already
faced significant difficulty with this situation.  In several
cases, the one firm in the country capable of assisting Piper
Rudnick and the Debtors has refused to execute the affidavit.
Thus, the ability to protect the Debtors' valuable intellectual
property assets in these countries is in jeopardy.

While the services required by most Local Counsels are not
timely or costly, Mr. Battista contends that the services are
critical to the Debtors' ability to maintain, preserve and
protect the Debtors' intellectual property and franchise rights,
their most significant and valuable assets.  The burden of
obtaining affidavits of disinterestedness from Local Counsel
that performs services of less than $5,000 during any quarter
outweighs the benefit of these affidavits.  Piper Rudnick has
expended significant time and effort in corresponding with Local
Counsel with reminders to return affidavits or responses to
numerous inquiries from Local Counsel regarding this process.
The Debtors believe acknowledgements from the Local Counsel that
they do not represent a party-in-interest adverse to the Debtors
with regard to the matter for which Local Counsel is being
engaged sufficiently ensure that the Local Counsels are
disinterested and do not represent an interest adverse to the
Debtors.

Mr. Battista reports that to date, Piper Rudnick has filed three
Local Counsel Reports.  The first Local Counsel Report states
that no Local Counsel was paid from November 13, 2001 through
May 31, 2002.  The second Local Counsel Report states that 11
Local Counsels were paid $22,717.84, with only four Local
Counsels paid over $2,500.  The third Local Counsel Report
states that six Local Counsels were paid $17,256.78 with only
one Local Counsel paid over $2,500.

Accordingly, the Court modified Piper Rudnick's Employment Order
to facilitate the firm's ability to engage Local Counsel
necessary to protect the Debtors' primary assets, i.e., their
intellectual property and franchise rights, while continuing to
require each Local Counsel to acknowledge that it does not
represent a party-in-interest adverse to the Debtors with regard
to the matter for which Local Counsel is being retained.

Specifically, the modifications in the Order are:

   A. Each Local Counsel that is to be engaged for services of
      $5,000 or less during any quarter covered by a Local
      Counsel Report will sign an acknowledgement that it does
      not represent a party-in-interest adverse to the Debtors
      with regard to the matter for which Local Counsel is being
      engaged.  This acknowledgement will be verified or signed
      under penalty of perjury.  After receipt of this
      acknowledgement, counsel for the Debtors will certify to
      the Court that this requirement has been satisfied.  After
      the certification, Piper Rudnick may pay the Local
      Counsel's invoices as described in the Employment Order;

   B. In the event that a Local Counsel is to be engaged for
      services exceeding $5,000 during any quarter covered by a
      Local Counsel Report, the Local Counsel will file an
      affidavit of disinterestedness with the Court and serve it
      on the Notice Entities.  This affidavit will be notarized,
      verified, or signed under penalty of perjury.  No Local
      Counsel may be paid more than $5,000 during any quarter
      unless and until it files and serves an affidavit of
      disinterestedness.  After an affidavit of disinterestedness
      is filed with this Court, Piper Rudnick may pay the Local
      Counsel's invoices as described in the Employment Order;
      and

   C. A Local Counsel that has previously filed an affidavit of
      disinterestedness will not be required to sign an
      acknowledgement or file another affidavit of
      disinterestedness. (ANC Rental Bankruptcy News, Issue No.
      27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: S&P Lowers & Removes BB- Ratings from Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch its
counterparty credit and financial strength ratings on Annuity &
Life Reassurance Ltd., and its subsidiary, Annuity & Life
Reassurance America Inc. (collectively referred to as Annuity &
Life Re), and lowered them to 'BB-' from 'BBB-' following an
announcement by the company of significant operating losses
and a failure to meet certain collateral requirements in the
fourth quarter of 2002. The outlook is negative.

Standard & Poor's also said that it removed from CreditWatch its
counterparty credit rating on Annuity & Life Re Ltd. and lowered
it to 'B-' from 'BB-'. Standard & Poor's subsequently withdrew
the rating at the company's request. (The holding company
currently has no outstanding obligations.)

"The company disclosed that it had ceased writing new business
and that it expects to report significant losses for the fourth
quarter of 2002, which it said were driven by continuing adverse
mortality and an increase in reserves associated with its life
reinsurance business," said Standard & Poor's credit analyst
Rodney A. Clark. In addition, the company noted that it was also
affected by losses under a contract to cover variable annuity
guarantees, unrealized losses from embedded derivatives, and
increased expenses during the quarter.

The company also indicated that it had not been able to meet
certain collateral requirements at the end of 2002. As an alien
reinsurer, Annuity & Life Re is required to post collateral in
support of the statutory reserve requirements for its U.S.-
domiciled cedents. Although the company was successful in
meeting the majority of its collateral obligations at the end of
the year, it failed to post adequate collateral for certain of
its cedents. The company remains in negotiations with its two
largest undercollateralized cedents to reach agreement as to the
required amount of collateral. If negotiations prove
unsuccessful, the parties could seek arbitration to resolve the
matter. Further, the company will have additional collateral
needs--estimated by Standard & Poor's to exceed $40 million--to
be posted during 2003.

Based on Standard & Poor's preliminary estimate, Annuity & Life
Re's capital adequacy ratio fell to well below 100% at the end
of 2002, which is not adequate to maintain a secure rating. This
estimate incorporates a substantially reduced credit for
deferred acquisition costs, which Standard & Poor's now expects
to be largely unrecoverable. The company has indicated that it
is seeking to negotiate the recapture, retrocession, novation,
or sale of various blocks of business to help it to meet its
collateral requirements. Although such moves will aid the
company in this area and in overall liquidity, Standard & Poor's
expects that the company is more likely to succeed in
eliminating its more profitable treaties. As a result, the
remaining business is expected to be less profitable and
more volatile than the treaties being removed.

Standard & Poor's does not anticipate that Annuity & Life Re
will have any immediate difficulty in meeting its cash claim
payment obligations. However, Standard & Poor's will continue to
monitor Annuity & Life Re's progress in meeting its claim
payment obligations, collateral obligations, and capital
requirements. Further, Standard & Poor's will review the
statutory filings of the companies--when they become available--
to confirm that no regulatory actions are imminent. If there is
further deterioration in any of these areas, the ratings could
be lowered further.


ANNUITY & LIFE: Fitch Further Junks IFS Rating to CC from CCC
-------------------------------------------------------------
Fitch Ratings has lowered the insurer financial strength rating
of Annuity & Life Reassurance, Ltd., to 'CC' from 'CCC'. The
Rating Watch has been changed to Negative from Evolving.
Today's rating action follows the company's public disclosure on
February 24th of a number of adverse developments related to its
operating performance and financial position. Of particular
concern to Fitch are the company's announcements that it has
ceased writing new business and has notified its existing
reinsurance clients that it cannot accept additional cessions
under previously established treaties, as well as disclosure of
continued adverse mortality and a large number of open claim
submissions. These disclosures, combined with other negative
developments, has led the company to announce that a significant
loss will be reported in the fourth quarter of 2002, and for the
year.

The company also acknowledged that it fell $15 million short of
securing a letter of credit issued in its favor by The
Manufacturers Life Insurance Company. In addition, the company
still has not satisfied year-end 2002 collateral requirements
for the benefit of certain ceding companies.

Being Bermuda-based, ANR is an unauthorized reinsurer in the
U.S., and like all unauthorized reinsurers, it must post
collateral to the benefit of its U.S. ceding companies per U.S.
regulatory requirements. Such collateral can be provided in the
form of trust deposits and/or letters of credit. On November 22,
2002, Fitch downgraded ANR's IFS rating to 'CCC' from 'BBB-'
following the disclosure in ANR's 8-K that the company needed to
raise additional capital to fill a collateral requirement of
between $140 million and $230 million by year-end 2002. While
the company has had some success in lowering its collateral
obligation through various negotiations with ceding companies,
the company reports that it still needs to collateralize or
otherwise eliminate the need to collateralize in excess of $50
million. Further, the company has indicated ultimate collateral
requirements may exceed this amount due to additional losses
reported under certain treaties for which the company is seeking
additional information.

The Rating Watch Negative will remain in place until after ANR
reports fourth quarter 2002 results, and Fitch is able to better
judge the impact of the loss on capital. Fitch will also review
several technical issues related to ANR's inability to meet its
collateral obligations to judge if under the agency's ratings
definitions, ANR should at some point be viewed as technically
in default under certain of its reinsurance treaties.

                  Annuity & Life Reassurance, Ltd.

       -- Insurer financial strength Downgrade 'CC'/ Negative.


ANNUITY & LIFE: A.M. Best Cuts Financial Strength Ratings to B+
---------------------------------------------------------------
A.M. Best Co., has downgraded the financial strength ratings to
B+ (Very Good) from B++ (Very Good) of Annuity and Life Re
Holdings' (NYSE: ANR) (Bermuda) life insurance subsidiaries and
the indicative senior debt rating on ANR's $200 million shelf
registration to "b+" from "bbb-". Additionally, all ratings
remain under review with negative implications.

These actions reflect the continued erosion in ANR's earnings
base from its core life insurance and annuity businesses. In
addition, the ratings reflect ANR's recent announcement to cease
writing new business, the execution risk in its restructuring
plans and its lack of financial flexibility. These rating
actions follow ANR's February 24, 2003, announcement that it
expects to report a significant loss in the fourth quarter and
for the full year 2002.

On September 30, 2002, A.M. Best lowered ANR's ratings and
placed them under review with developing implications primarily
to reflect ANR's weakened operating performance, immediate
concerns regarding its ability to meet collateral requirements
under bank credit facilities and an SEC review. Since that time,
ANR has taken actions to improve the quality of its balance
sheet and continues to restructure its collateral funding
requirements. While ANR has not satisfied all its year-end 2002
collateral requirements, A.M. Best acknowledges that it
continues to attempt to recapture, retrocede or sell additional
blocks of life insurance business to eliminate any unmet
requirements. ANR is also in the process of restating its
financial statements as it seeks to conclude an SEC staff review
of the company's prior public filings.

Although the combined impact of these issues has significantly
reduced ANR's capitalization in 2002, A.M. Best believes that
the company's capital remains adequate to cover its current
obligations to existing policyholders even after the anticipated
restatement of its financial statements. However, A.M. Best does
remain concerned about ANR's ability over the near term to
stabilize its overall financial position, particularly its
collateral funding requirements. Therefore, A.M. Best will
continue to monitor management's efforts to restructure the
company and re-establish it as a going concern. If the company
experiences any additional deterioration in its financial
position, the ratings on ANR could be lowered.

The financial strength ratings have been downgraded to B+ (Very
Good) for the following life subsidiaries of Annuity and Life Re
(Holdings), Ltd.:

      -- Annuity and Life Reassurance, Ltd

      -- Annuity & Life Reassurance America Inc

The following indicative senior debt rating has been downgraded:

      Annuity and Life Re (Holdings), Ltd.--

      -- "b+" on senior debt securities available under the $200
          million shelf registration

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. 6
For more information, visit A.M. Best's Web site at
http://www.ambest.com


ANR PIPELINE: S&P Rates Planned $300 Mill. Notes Offering at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
natural gas pipeline ANR Pipeline Co.'s proposed $300 million
senior unsecured notes offering. The proceeds will be used
primarily to repay existing intercompany obligations. The
outlook is negative.

ANR's Houston, Texas-based parent El Paso Corp., has about $17
billion of on-balance-sheet debt.

"The ratings for ANR are based on the strength of the
consolidated entity; thus ANR's ratings are expected to mirror
those of El Paso," said Standard & Poor's credit analyst William
Ferara.

Of paramount importance to El Paso's ability to persevere
current conditions is renegotiating its credit facilities and
regaining access to capital markets at the holding company
level. El Paso's ability to refinance its obligations will most
likely be delayed until the FERC's ongoing investigation into
market manipulation in California is resolved. Without such
access, the company will be severely challenged to repay
nearly $2.5 billion of borrowings in 2003 and $3.5 billion in
2004 (assuming current borrowings of $1.5 billion are termed
out). Thus, executing on planned asset sales (targeted at $3.4
billion in 2003) is crucial to meeting debt maturities and
accounting for the continued shortfall in cash flow (expected at
about $2.5 billion in 2003) versus capital spending ($2.6
billion) and dividend requirements ($200 million) in 2003.

ANR's underlying credit quality reflects its sizable storage
capacity, nearly fully contracted volumes, and stable customer
base, mostly in weather-sensitive Wisconsin and Michigan. These
strengths are offset slightly by stiff competition that forces
ANR to discount rates, the risks associated with shorter
pipeline contracts, and the potential for heightened
industrywide safety compliance.

The negative outlook reflects significant hurdles the company
has regarding regaining access to capital markets, halting the
continued decline in cash flow, and resolving the FERC matter in
a manner that is credit neutral to El Paso. Successful execution
could lead to ratings stability and upward credit momentum.


AURORA FOODS: S&P Junks Credit Rating Due to Unmet Expectations
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on packaged foods company Aurora Foods Inc., to 'CCC'
from 'B-'.

The outlook on the St. Louis, Missouri-based company is
negative. The company had a total debt of about $1.05 billion as
of Dec. 31, 2002.

The downgrade reflects Aurora's inability to meet Standard &
Poor's expectation of improved operating and financial
performance in a timely manner.

"The ratings reflect Aurora's weak financial profile, including
its high debt levels and limited financial resources," said
Standard & Poor's credit analyst Ronald Neysmith. "These factors
are partially mitigated by the company's niche position in the
branded packaged food industry."

The company has been undertaking numerous initiatives and cost-
cutting programs during the past fiscal year to strengthen its
operating performance. However it has failed to achieve credit
measures appropriate for the previous rating.

Aurora's branded niche includes leading market shares in the
categories of table syrup, baking mixes, frozen seafood, and
frozen bagels with the well-known brands Mrs. Butterworth's, Log
Cabin, Duncan Hines, Van De Kamp's, Mrs. Paul's, and Lender's.
The company also holds positions in the frozen pancake, waffle,
and pizza categories with the Aunt Jemima and Celeste brand
names.

Financially, the firm is highly leveraged due to a history of
debt-financed acquisitions.


BASIS100 INC: Dec. 31 Working Capital Deficit Tops C$2.4 Mill.
--------------------------------------------------------------
Basis100 Inc. (TSX:BAS), a leading business services provider to
the financial services industry, announced the results for the
year ended December 31, 2002. In 2002, the Company increased
revenue from continuing operations by 35 percent and generated a
high percentage of revenue from recurring transactions. During
the year, Mortgage Risk Assessment Corporation was acquired and
capital was raised through issuance of equity and placement of
secured debentures.

                     Fourth Quarter 2002

Fourth quarter revenues of C$10.4 million were 18 percent above
fourth quarter revenues of C$8.8 million in fiscal 2001. (All
subsequent monetary figures are expressed in Canadian dollars
unless specified otherwise). Gross margins in the fourth quarter
increased to 94 percent of sales as compared to a 91 percent in
2001, due primarily to a termination of a previous royalty
agreement. The Company achieved operating loss before interest,
write-downs, depreciation and amortization ("EBITDA") of $0.3
million, which is slightly lower than the operating income of
$0.1 million EBITDA in the fourth quarter of 2001. In the fourth
quarter, the Company recorded a restructuring charge of $0.6
million, which is virtually the same as the comparable quarter
in the prior year.

Depreciation and amortization expenses in the quarter totaled
$3.7 million. In the fourth quarter of 2002, the Company wrote-
down investments by $0.6 million and recorded a $2.7 million
charge related to discontinued operations. The Company recorded
a net loss of $8.3 million for the quarter. This compares with a
net loss of $3.8 million for the same quarter in fiscal 2001.

                          Fiscal 2002

Fiscal 2002 revenues were $38.2 million, representing an
increase of 35 percent over revenues of $28.3 million in fiscal
2001. Increased revenues, coupled with a continuing focus on
expense controls resulted in EBITDA of $1.0 million compared
with $1.4 million in the prior year.

The Company was successful in increasing its percentage of
revenue from its transaction-based products to 90 percent in
2002 from 81 percent in 2001. New customers were added and
existing customers increased their volume in Canada and the
United States. The change in transaction income is consistent
with the Company's business model of emphasizing, wherever
possible, recurring revenue.

The acquisition of MRAC in the second quarter strengthened the
position of the company in offering automated property
valuations. With the acquisition, Basis100 has a residential
real estate database with over 100 million properties in 46
states covering over 85 percent of the Metropolitan Statistical
Areas in the U.S.

Both U.S. and Canadian operations experienced revenue growth.
U.S. sales accounted for 67 percent of total sales in 2002 and
Canadian sales accounted for 33 percent of total sales. Gross
margin for 2002 was 95 percent of sales, an improvement of 3
percent over the previous year.

Included in the 2002 operating cost is a restructuring charge of
$1.2 million consisting of $772,000 related to changes in U.S.
operations and $448,000 in Canada for restructuring in Canada.
The expense is primarily for facilities and employees no longer
required to support certain strategic initiatives. In 2001, a
restructuring charge of $515,000 was taken for employee-related
business purposes.

After depreciation and amortization of $11.5 million, the
Company recorded a net loss from continuing operations of $13.7
million for the year. This compares with a net loss from
continuing operations of $15.0 million in fiscal 2001.

Early in 2002, the Company completed the acquisition of EFA for
cash consideration of $6.4 million and the issuance of 2.7
million common shares. Subsequent to closing, the Company used
an additional $8.6 million to repay EFA's existing lines of
credit and term facilities outstanding and to improve the
working capital position of EFA, post-closing.

For the year ended December 31, 2002, the Company incurred a
loss from discontinued operations of $40.2 million related to
EFA International Inc., and EFA Software Services Ltd.  In
October, EFA registered a Notice of Intent to file a formal
proposal under the Bankruptcy and Insolvency Act of Canada. As
of year end, the carrying value of EFA's assets have been
reduced to the estimated net realizable value while the
liabilities remain at the amount originally recorded. Further,
the Company has also recorded estimated disposition expenses and
contingent liabilities for letters of credit related to
performance guarantees. Adjustments to the liabilities will be
made upon the completion of the bankruptcy proceedings.

On May 22, 2002, the Company issued 3,333,334 Units of the
Company, each Unit consisting of one common share and one common
share purchase warrant, at a price of $3.00 per Unit, for gross
proceeds of approximately $10,000,000. Each warrant entitles the
holder thereof to purchase one common share at an exercise price
of $3.50 per share for a period of eighteen months from the
closing of the transaction. The Company allocated $2.60 per Unit
to the common share and $0.40 to the common share purchase
warrant. The proceeds, net of issue costs, attributed to the
share capital and the purchase warrants were $7,736,907 and
$1,189,568, respectively.

During the second quarter, the Company completed the acquisition
of MRAC for a purchase price of $12.0 million, which was paid in
combination of cash and Basis100 stock. MRAC shareholders could
earn up to an additional $6.0 million (US$) in cash and $1.5
million (US$) in stock over the two years following acquisition
if MRAC meets forward performance targets.

On November 18 and December 3, 2002, the Company completed a
private placement of $7.0 million of secured debentures and
issued 6.73 million share purchase warrants. The secured
debentures bear interest at 12 percent and are repayable in
January 2004. The equity component of the issue cost reduced the
initial carrying value of the debt to $4.4 million.

At December 31, 2002, current assets totaled $21.4 million,
which included $7.7 million in cash and short-term investments.
Current liabilities were $23.8 million including discontinued
liabilities of $17.1 million. Long- term debt included capital
lease obligations of $0.5 million and the liability portion of
the convertible debenture and secured debentures of $21.6
million. The basic number of shares outstanding at December 31,
2001 was 37.2 million; the diluted number of shares outstanding
was 58.4 million.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $2.4 million. The Company's
total shareholders' equity has further diminished to about $11
million, from about $40 million recorded a year earlier.

Basis100 Inc., is a business services provider to the financial
services industry, which enables businesses to build,
distribute, buy and sell products and services in more efficient
and innovative ways. Basis100's lines of business include:
Lending Solutions for consumer credit, mortgage origination and
processing; Data Warehousing and Analytics Solutions for
automated property valuations, property data-warehousing, data
products and analytics support; and Capital Markets Solutions
for fixed income trading.


CANADIAN MANOIR: Completes Note and Debt Assignment Transactions
----------------------------------------------------------------
Canadian Manoir Industries Limited of Chatham, Ontario,
announced that two of its wholly-owned subsidiaries, 1234065
Ontario Inc., and 1089635 Ontario Inc., have agreed to assign
all of their right, title and interest in and to a promissory
note granted by 2000347 Ontario Inc., and ECR International
Inc., dated December 29, 2000, in the outstanding principal
amount of US$438,000 to the Corporation in exchange for a
corresponding reduction of certain intercompany secured debt
owed by 1234065 Ontario Inc., to the Corporation. The Note
constitutes substantially all of the assets of 1234065 Ontario
Inc., and 1089635 Ontario Inc.

Following the Note Assignment, the Corporation will assign the
remaining intercompany debt owed to it by 1234065 Ontario Inc.
to Olsen Manufacturing Co. Inc., an affiliated company partly
owned by the Corporation, in exchange for cash consideration in
the amount of $400,000. The cash consideration to be paid is
considered to be equal to the fair market value of the remaining
debt including value attributed to certain tax attributes
remaining in 1234065 Ontario Inc. James T. Grenon, a director
and principal shareholder of the Corporation, also holds an
ownership interest directly in Olsen Manufacturing Co. Inc.

The above transactions, which are scheduled to close on
March 19, 2003, are designed to enable 1234065 Ontario Inc., to
be in a position to pursue new business opportunities while
ensuring its current value is distributed to the Corporation's
existing stakeholders. Proceeds from the transactions will at a
future date be used by the Corporation to first repay existing
secured debt and the remainder to redeem outstanding preferred
shares.

In accordance with Ontario Securities Commission Rule 61-501,
the sole independent director of the Corporation has determined
that the Corporation is insolvent or in serious financial
hardship, that the Note Assignment and the Debt Assignment were
designed to improve the financial position of the Corporation
and that the terms of such transactions are reasonable in the
circumstances of the Corporation.


CHARLES RIVER LABS: Strong Performance Spurs S&P to Up Ratings
--------------------------------------------------------------
On February 26, 2003, Standard & Poor's Ratings Services raised
its corporate credit rating for Charles River Laboratories
International Inc., to 'BB+' from 'BB'. At the same time,
Standard & Poor's raised the senior unsecured debt rating on the
company to 'BB' from 'B+'. Standard & Poor's also raised its
corporate credit rating on operating subsidiary, Charles River
Laboratories Inc., to 'BB+' from 'BB'. The outlook is stable.

The rating actions reflect the favorable operating performance
of Wilmington, Massachusetts-based Charles River Laboratories
International (Charles River) as a leader in the animal models
business, demonstrated discipline in building its drug
development services business, and the maintenance of sound
financial policies, offset by its still-narrow business profile.

The company had $185 million of rated debt outstanding at
December 31, 2002.

Charles River provides products and services for use in the
discovery, development, and testing of pharmaceuticals. It is
the leading provider of pharmaceutical research animals (41% of
company revenues in 2002), holding a 45% share of the fast-
growing market for genetically altered rats and mice.

"Given the prospects of increasing pharmaceutical R&D activity,
we expect that Charles River will continue to build on its solid
track record of earnings and cash flow growth over the
intermediate term. However, longer term, the company may
increase its acquisition activity to sustain its growth and
further expand its biomedical products and services business,"
said Standard & Poor's credit analyst David Lugg.

Charles River is expanding its biomedical products and services
business, which provide various contract research services;
analytical, biosafety, and endotoxin testing; and production
services.

Charles River should continue to benefit from the increased R&D
activity at the pharmaceutical and biotech companies that are
its main customers. It is expected that the number of drug
targets entering development will sharply increase over the next
few years, aided by recent advances in genomics.

However, Charles River's relatively small size and narrow focus
leave it vulnerable to operating uncertainties. Also, as the
company grows, it will increasingly face much larger
competitors.


CITRUS VALLEY: S&P Cuts Certs. Rating to BB+ Over Low Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on the certificates of participation issued for
Citrus Valley Health Partners, California by the California
Statewide Communities Development Authority. The downgrade is
based on continued negative operating and excess margins
coinciding with low levels of liquidity. The outlook is stable.

"While CVHP's operating revenues grew by over 9% in 2002,
operating losses have continued," said credit analyst James
Cortez. "And although liquidity, too, increased in 2002," he
added "it is still low, and CVHP will need to begin addressing
its capital needs."

The non-investment grade rating still reflects that CVHP has a
leading market position. It also reflects stabilization within
the organization's top management and the initiation of a formal
turnaround plan that has resulted in operating performance
improvements. However, Standard & Poor's said that if operating
performance should fail to show further improvement, the rating
may be lowered further.

The healthcare system, which comprises campuses in Covina, West
Covina, and Glendora, California, has scaled back its capital
expenditures to less than $4.5 million annually during the last
two years to stabilize liquidity, but with $12 million in annual
depreciation, CVMP will need to increase its capital
expenditures. Additionally, $36 million to $40 million in
seismic retrofit work will need to be complete by 2013.


CLARK RETAIL: Ill. Court Fixes March 14, 2003 as Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
directs all creditors of Clark Retail Enterprises, Inc., and its
debtor-affiliate to file their proofs of claims against the
Debtors on or before March 14, 2003, or be forever barred from
asserting their claims.

Proofs of Claims may be sent by mail, personal messenger or in
person and must be received by the Debtors' Claims Agent before
4:00 p.m. prevailing Central Time on March 14. Claims must be
addressed to:

             Logan & Company
             Attn: Clark Retail Claims Processing Dept.
             546 Valley Road
             Upper Montclair, New Jersey 07043

Parties in interest may obtain a proof of claim from the Court's
general web site address at http://www.ilnb.uscourts.govor its
office at 7th Floor, 219 S. Dearborn Street, Chicago, Illinois;
at any bankruptcy clerk's office; or from Logan.

Clark Retail Enterprises Inc., and its debtor-affiliate filed
for Chapter 11 protection on October 15, 2002, (Bankr. N.D. IL
Case No. 02-40045). Timothy A. Barnes, Esq., Richard Levy, Esq.,
at Latham & Watkins and Robert A. Greenfield, Esq., Eve H.
Karasik, Esq., and Marina Fineman, Esq., at Stutman, Treister &
Glatt PC represent the Debtors in their restructuring efforts.


CONSECO FINANCE: Creditors' Committee Taps Greenberg Traurig
------------------------------------------------------------
The Official Committee of Unsecured Conseco Finance Corporation
and Conseco Finance Securitization Corp. Creditors wants
to retain Greenberg Traurig as co-counsel, given its substantial
experience representing committees, its familiarity with complex
reorganization cases and its experience in the Bankruptcy Court
for the Northern District of Illinois.  Given the size and speed
with which the cases are moving, the Committee is convinced that
a co-counsel is appropriate and necessary.  All parties will
work to avoid duplication of effort.  The Debtors have told the
Committee they do not object to the retention.

Walter Morales, Chairperson of the CFC Committee, tells Judge
Doyle that Greenberg Traurig is expected to:

    a) consult with the Debtors' professionals on case
       administration;

    b) prepare and review pleadings, motions and correspondence;

    c) appear and participate in Court hearings;

    d) provide legal counsel to the Committee in the
       investigation of the Debtors' acts, conduct, assets,
       liabilities and financial condition;

    e) analyze the Debtors' proposed use of cash collateral and
       DIP Financing;

    f) advise the Committee on its rights and powers;

    g) assist the Committee with the Debtors' other creditors;

    h) assist with any analysis of terms of a sale, plan of
       reorganization or other conclusion to these cases;

    i) assist the Committee in requesting the appointment of a
       trustee or examiner, if necessary;

    j) assist the Committee with its communications to the
       general creditor body;

    k) assist the Committee in determining actions that serve the
       interests of the unsecured creditors; and

    l) perform other acts as requested by the Committee.

Greenberg Traurig will be compensated on an hourly basis and
reimbursed of actual and necessary expenses incurred in the
provision of services.  The current hourly rates for the
principal attorneys and paralegals are:

            Keith J. Shapiro      $585
            David D. Cleary        475
            Nancy A. Mitchell      470
            Patrick M. Jones       295
            Kerry Carlson          175

Nancy Mitchell, Esq., at Greenberg Traurig, relates that the
firm has over 800 attorneys and 18 offices throughout the
country. Greenberg Traurig initiated a conflicts check that
compares a list of the firm's current and former clients against
interested parties in these cases.  Thus far, Greenberg
qualifies as a disinterested person. (Conseco Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CROWN CASTLE: Reports Improved Fin'l Results for Full-Year 2002
---------------------------------------------------------------
Crown Castle International Corp., (NYSE: CCI) reported results
for the fourth quarter and year-ended December 31, 2002.

Total revenue for the fourth quarter of 2002 was $228.0 million,
compared to $238.2 million for the fourth quarter of 2001. Site
rental and broadcast transmission revenue for the fourth quarter
of 2002 increased 15.0 percent to $179.3 million, up from $155.9
million for the same period in 2001. Net loss (after deduction
of dividends on preferred stock and net of gains on repurchases
of preferred stock) improved to $4.2 million for the fourth
quarter of 2002 from a net loss of $123.3 million for the same
period in 2001. Net loss for the fourth quarter is inclusive of
$98.7 million in gains from the retirement of debt ($49.1
million gain) and preferred securities ($49.6 million gain). Net
cash from operating activities for the fourth quarter of 2002
was $126.6 million, up from $53.2 million for the same period in
2001. Capital expenditures for the fourth quarter were $40.0
million, down from $122.0 million for the same period in 2001.
Free cash flow, defined as cash from operating activities less
capital expenditures, for the fourth quarter of 2002 was a
source of cash of $86.6 million, an improvement from a use of
cash of $68.8 million for the same period in the prior year. At
December 31, 2002, cash and cash equivalents and liquid
investments were $631.9 million.

Total revenue for the full year 2002 was $901.5 million,
compared to $899.0 million for the full year 2001. Site rental
and broadcast transmission revenue for 2002 increased 17.7
percent to $677.8 million, up from $576.0 million in 2001. Net
loss (after deduction of dividends on preferred stock and net of
gains on repurchases of preferred stock) improved to $252.9
million in 2002 from a net loss of $445.2 million for the full
year 2001. Net loss for 2002 is inclusive of $178.5 million in
gains from the retirement of debt ($79.1 million gain) and
preferred securities ($99.4 million gain). Net cash from
operating activities for 2002 was $208.9 million, up from $131.9
million for 2001. Capital expenditures for 2002 were $277.3
million, down from $683.1 million in 2001. Free cash flow for
2002 was a use of cash of $68.3 million, an improvement from a
use of cash of $551.2 million for 2001.

Site rental and broadcast transmission gross margin, defined as
site rental and broadcast transmission revenue less site rental
and broadcast transmission cost of operations, increased 15.6
percent to $107.9 million, up $14.6 million in the fourth
quarter of 2002 from the same period in 2001. For the full year
2002, site rental and broadcast transmission gross margin
increased 20.9 percent to $407.8 million, up $70.6 million
compared to 2001. Total general and administrative and corporate
development expenses declined $13.2 million, or 11.5 percent in
2002 from 2001.

US tower results for the fourth quarter of 2002 include the net
positive impact of approximately $4.7 million for non-recurring
revenue and expense items, consisting primarily of payments for
lease terminations and the reimbursement of certain operating
costs.

"We achieved a significant milestone by producing positive free
cash flow for the fourth quarter," stated John P. Kelly, CEO of
Crown Castle. "Throughout 2002, our employees made gains on the
four priorities we established at the beginning of the year of
organic growth, margin expansion, prudent capital allocation and
revenue extensions. Through their efforts, we achieved this
important milestone. We are extremely proud of our successful
launch on October 30, 2002 of Freeview, a new Digital
Terrestrial Television network in the United Kingdom, which we
expect will result in additional annual revenue of between $37.5
million and $41.0 million with an incremental margin of
approximately 80%. The launch of this new media service clearly
demonstrates the value of our infrastructure beyond leasing
associated with wireless voice services."

During the fourth quarter of 2002, Crown Castle developed 42
sites, 37 of which were developed under our agreement with
British Telecom in the UK. On a broadband equivalent (BBE)
basis, net of churn, Crown Castle added 746 new tenants during
the fourth quarter, representing an annualized BBE co-location
rate of 0.19 tenants per tower (including the 0.04 BBE negative
impact of 129 terminated leases for which the company recorded
$2.3 million in termination payments), on the 15,557 sites owned
and managed at the beginning of the quarter. Annual same tower
rental revenue growth during 2002 was 10.1 percent in the US, or
$3,494 per US site, and 24.7 percent in the UK, or $5,065 per UK
site, on the sites owned and operated by Crown Castle on
December 31, 2001. In addition to the revenue from new wireless
customers, and not included in the above metrics, Crown Castle
added approximately $11,400 in annual revenue per UK site from
its Freeview contracts.

"The results for the fourth quarter of 2002 demonstrate the
disciplined operations of our business units," stated W.
Benjamin Moreland, CFO of Crown Castle. "We believe we are well
on our way to producing sustained free cash flow this year,
excluding the final acquisition payment for the BT sites in the
UK. Further, we continue to enjoy a superior liquidity position
in the tower industry, ending 2002 with over $1.1 billion in
total liquidity, comprised of over $630 million in cash
balances, up from $571 million last quarter after securities
repurchases, and $477 million in availability under our senior
credit facilities. Despite a challenging wireless market, we
believe we have the liquidity and flexibility to take advantage
of potential opportunities that may create long-term value for
our shareholders."

During the fourth quarter, Crown Castle retired approximately
$154 million of senior notes and discount notes, approximately
$90 million of preferred and convertible securities and
approximately $2 million of common stock using approximately
$135 million in cash. The majority of these purchases were
outlined in Crown Castle's Form 10-Q for the third quarter 2002
in the footnote entitled "Subsequent Events."

                            OUTLOOK

The following statements are based on current expectations and
assumptions and assume a US dollar to UK pound exchange rate of
1.55 dollars to 1.00 pound and a US dollar to Australian dollar
exchange rate of 0.50 US dollars to 1.00 Australian dollar. The
following Outlook sections contain forward-looking statements,
and actual results may differ materially. Information regarding
potential risks which could cause actual results to differ from
the forward- looking statements herein are set forth below and
in the Company's filings with the Securities and Exchange
Commission.

                 OUTLOOK FOR FIRST QUARTER 2003

For the first quarter 2003, Crown Castle expects site rental and
broadcast transmission revenue to be between $178 million and
$182 million including the previously disclosed expiration of
approximately $0.8 million of revenue from analog dispatch
tenants. Crown Castle expects first quarter 2003 net cash
provided by operating activities to be between $(15) million and
breakeven. Crown Castle expects total capital expenditures to be
between $30 million and $40 million excluding the final site
acquisition payment of $78 million to BT during the first
quarter 2003. Crown Castle anticipates the foregoing
expectations will result in free cash flow for the first quarter
2003 of between $(125) million and $(110) million.

                OUTLOOK FOR YEARS 2003 AND 2004

For calendar year 2003, Crown Castle expects site rental and
broadcast transmission revenue to be between $735 million and
$760 million. Crown Castle projects total net cash provided by
operating activities of between $140 million and $200 million
for 2003. Crown Castle expects total capital expenditures to be
between $95 million and $125 million excluding the final site
acquisition payment of $78 million to BT during year 2003. Crown
Castle expects free cash flow of between $(35) million and
breakeven for 2003. Crown Castle's 2003 and 2004 projected net
cash provided by operating activities assumes the effect of
converting paid-in-kind interest to cash pay for the 10-5/8
percent, 10-3/8 percent, and 11-1/4 percent Senior Discount
Notes and the 12-3/4 percent Senior Exchangeable Preferred
Stock.

Crown Castle International Corp., engineers, deploys, owns and
operates technologically advanced shared wireless
infrastructure, including extensive networks of towers and
rooftops as well as analog and digital audio and television
broadcast transmission systems. Crown Castle offers near-
universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top
100 United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population. Crown Castle owns, operates and manages over 15,500
wireless communication sites internationally. For more
information on Crown Castle, visit: http://www.crowncastle.com

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit rating on wireless tower
operator Crown Castle International Corp., to 'B-' from 'B+',
and removed the rating from CreditWatch with negative
implications.

The outlook is negative. At the end of September 2002, the
Houston, Texas-based company's consolidated debt was about $3.4
billion.

The downgrade is due to concerns that weak tower industry
fundamentals will make it unlikely for Crown Castle to reduce
its heavy debt burden in the foreseeable future and contribute
to increased liquidity risk starting in 2004.

Crown Castle Int'l Corp.'s 11.25% bonds due 2011 (CCI11USR5) are
trading at about 70 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCI11USR5for
real-time bond pricing.


DDI CORP: Dec. 31, 2002 Balance Sheet Upside-Down by $37 Million
----------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, announced financial results for the fourth
quarter and fiscal year ended December 31, 2002. The Company
reported net sales for the fourth quarter of 2002 of $63.9
million, nearly flat compared with sales of $64.5 million for
the fourth quarter of 2001. Net sales for the fourth quarter of
2002 increased 6% from $60.3 million reported in the third
quarter of 2002. The growth in revenues compared to the
immediately preceding quarter was primarily due to the year- end
completion of several programs at DDi's Fasttrack assembly plant
in San Jose, CA and the acquisition of U.K.-based Kamtronics,
which procures offshore, volume production services for DDi
customers throughout Europe.

"While the entire electronic manufacturing service (EMS) sector
remains impacted by the general economic downturn, we saw an
improvement in our top-line results during the fourth quarter of
2002, compared with results relating to the third quarter of
2002," said Bruce McMaster, Chief Executive Officer of DDi.

A shift in the mix of orders toward the low-margin assembly
business, pricing pressures, and a soft European market,
however, negatively impacted earnings in the fourth quarter. In
addition, the Company incurred restructuring and reorganization
costs of $5.4 million and recorded a $33.1 million valuation
allowance against U.S. federal and state deferred tax assets in
the quarter. The tax valuation allowance was based upon
management's expectation that such assets would not likely be
realized.

On the basis of generally accepted accounting principles (GAAP),
the Company reported a net loss of $46.2 million for the fourth
quarter of 2002 compared to a net loss of $76.7 million for the
fourth quarter of 2001. DDi reported an adjusted net loss
(defined in the attached Condensed Consolidated Statements of
Operations under the caption "Supplemental Financial
Information") of $7.7 million for the fourth quarter ended
December 31, 2002 versus an adjusted net loss of $3.6 million
for the comparable period of 2001.

For the year ended December 31, 2002, DDi reported net sales of
$248.8 million compared to net sales of $361.6 million for the
year ended December 31, 2001. On the basis of GAAP, the Company
reported a net loss of $161.1 million for 2002 compared to a net
loss of $85.1 million for 2001. DDi reported an adjusted net
loss for 2002 of $25.4 million compared to adjusted net income
of $19.9 million for 2001.

                    Operational Restructuring

During the fourth quarter 2002, DDi implemented further
restructuring and reorganization initiatives resulting in total
charges of $5.4 million, primarily comprised of personnel
reduction and retention costs, professional fees and residual
plant closure costs. As part of these initiatives, the Company
scaled down its Anaheim facility in late December and
reallocated production to facilities with lower cost structures
in order to improve operating cash flow. In January 2003, the
Company implemented a reduction in force at its San Jose
assembly operation anticipating reduced order fulfillment
requirements in the near term. These workforce reductions are
anticipated to yield cost savings of approximately $6.5 million
annually.

McMaster added, "The restructuring measures put in place over
the past year have allowed the Company to cut costs, better
align our production capabilities with the needs of our
customers and strengthen our commitment to delivering the
highest quality engineering and responsiveness. These
initiatives have also positioned DDi to focus greater resources
on the higher margin sectors of the PCB market."

                     Financial Restructuring

DDi's financial performance in the fourth quarter of 2002 has
resulted in covenant defaults under the U.S. senior credit
facility of DDi's principal operating subsidiary, specifically
related to minimum EBITDA requirements for that quarter and
continuing liquidity requirements since December 31, 2002.
Accordingly, DDi has entered into a forbearance agreement with
its senior lenders that is intended to facilitate the
restructuring of its U.S. debt. The term of the forbearance
agreement expires March 25, 2003, but may be extended until
May 9, 2003 if certain conditions are met, including that
forbearance agreements, which are satisfactory to the U.S.
senior lenders, are entered into with the holders of the
Company's 5.25% and 6.25% subordinated notes. As a result of the
defaults on the Company's U.S. senior credit facility, interest
payments under the subordinated notes, which payments are
scheduled to come due in March and April 2003, respectively,
will not be made on their respective due dates. Failure to make
interest payments under the 5.25% and 6.25% subordinated notes
within 30 days after the respective due date will amount in a
default under the subordinated debt and will result in the
reclassification of the subordinated debt as a current liability
at that time.

Beyond addressing issues relating to covenants under the senior
credit facility, DDi and its financial advisor, Houlihan Lokey
Howard & Zukin, have initiated discussions with the Company's
U.S. senior lenders and convertible subordinated noteholders
towards achieving an overall deleveraging, which DDi believes is
in the best interest of the Company and its stakeholders and is
intended to improve the Company's financial health. The company
intends to pursue this objective through a consensual
restructuring of its obligations through negotiations with its
U.S. senior lenders, convertible noteholders and other
stakeholders. On February 19, 2003, a group of subordinated
noteholders held their first organizational meeting and began
the process of retaining financial and legal advisors.

McMaster stated, "We believe that a balance sheet restructuring
that reduces the Company's debt level is the best option to
ensure the Company's long term financial health and flexibility.
We do not anticipate any adverse impact to our employees,
customers, or suppliers as a result of financial restructuring
initiatives."

                            Liquidity

The Company ended 2002 with $38.4 million in cash, cash
equivalents and investments (including $9.4 million in
restricted funds). Because it has not completed negotiations
with U.S. senior lenders on long-term modifications to its U.S.
term loans, the Company has classified the full $68.5 million
principal balance of its U.S. senior credit facility as a
current obligation in the accompanying Condensed Consolidated
Balance Sheet and expects to receive an opinion from its
independent accountants containing a going concern
qualification. On the basis of GAAP, total current liabilities
are $135 million and net working capital is $(25.5) million.
Excluding the impact of the reclassification of the U.S. term
loan principal as a current obligation, total current
liabilities are $77.5 million and net working capital is $32
million.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $26 million, and a total
shareholders' equity deficit of about $37 million.

"We believe that our current cash-on-hand and cash flow from
operations are sufficient to meet the day-to-day obligations of
the business during the financial restructuring process,"
McMaster concluded.

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries, with fabrication
and assembly facilities located across North America and in
England, service approximately 2,000 customers worldwide.


DEVON MOBILE: Taps Freed Maxick to Render Accounting Services
-------------------------------------------------------------
Devon Mobile Communications, LP, along with its debtor-
affiliates, seeks permission from the U.S. Bankruptcy Court for
the District of Delaware to employ Freed Maxick & Battaglia, PC
as their Accountants.

The Debtors relate that Freed Maxick is the largest accounting
and consulting group in Western New York with over 200
professional and administrative personnel.

The Debtors expect Freed Maxick to prepare 2002 federal and
state income tax returns for the Debtor at a flat fee of
$10,400:

      Federal: 1065 and K-1's
      State: IT-204 New York Partnership return
      PA-65 Pennsylvania Partnership return
      B1-471 Vermont Partnership return
      1065 ME Maine Partnership return
      VA Info. Ret Virginia Partnership return

The Debtors assure the Court that Freed Maxick is a
"disinterested person" as that term is defined in the Bankruptcy
Code.

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


DICE INC: Files Joint Plan and Disclosure Statement in New York
---------------------------------------------------------------
Dice, Inc., filed its Joint Chapter 11 Plan with Elliott
Associates, LP and Elliott International, LP, the Noteholder
Proponent and a Disclosure Statement explaining that plan with
the U.S. Bankruptcy Court for the Southern District of New York.
A full-text copy of the Debtor's Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=030223215811

The Plan designates five Classes of Claims and two Classes of
Interests.  These Classes take into account the differing nature
and priority under the Bankruptcy Code of the various Claims and
Interests, which are:

Class           Total Amount  Treatment
                   of Claims
-----           ------------  ----------
Administrative    $[ ]        Unimpaired; paid in full in Cash
Expense Claims                on the Effective Date.

Priority Tax      $0          Unimpaired; at the option of
Claims                        Reorganized Debtor, either paid in
                               full in Cash on the Effective
                               Date, or paid over a six-year
                               period from the date of assessment
                               with interest payable at the rate
                               of 5% per annum or as otherwise
                               established by the Bankruptcy
                               Court.

Class 1           $0          Unimpaired; paid in full in Cash
Other Priority                on the Effective Date.
Claims

Class 2          $800,000     Unimpaired; Reinstated.
Secured Claims   (approx.)

Class 3          $475,000     Unimpaired; paid in full on
Unsecured Claims,             the Effective Date or Reinstated.

SubClass 3B      $72,134,211  Impaired; each Holder will receive
Subordinated                  a Pro Rata Share of 9,500 shares
Convertible Note              of Reorganized Dice Common Stock,
Claims                        which represent 95% of the shares
                               to be outstanding on the Effective
                               Date.

SubClass 3C      $1,020,075   Unimpaired; Reinstated.
Intercompany
Claims

Class 4          11,166,536   Impaired; each holder of Dice
Dice Common      shares       Common Stock will receive its pro
Stock                         rata share of 500 shares of
                               Reorganized Dice Common Stock and
                               Warrants to purchase an additional
                               800 shares of Reorganized Dice
                               Common Stock;

                               In the case of Dice Stockholders
                               who are not among the 130 largest
                               holders of shares, in lieu of
                               their Pro Rata share of
                               securities, they will receive cash
                               on the Distribution Date equal to
                               such holder's Pro Rata share of
                               $50,000;

                               Any holder whose cash distribution
                               would be less than $5.00, being
                               the estimated cost of making such
                               distribution, shall instead
                               receive no distributions.

Class 5          Options      Impaired; on the Effective Date,
Dice             Outstanding  all Dice Options will be
                  options to   cancelled.
                  purchase
                  3,465,041
                  shares of
                  Common Stock

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


EBIZ ENT.: Fails to Make Payments to Secured & Unsec. Creditors
---------------------------------------------------------------
EBIZ Enterprises Inc., failed to make payments of approximately
$125,000 due February 20, 2003 to the secured and unsecured
creditors under its confirmed Amended Joint Plan of
Reorganization dated January 4, 2002. The Company has
insufficient capital to make the payments due, and does not
anticipate that additional capital will be available for making
those payments in the future. All assets of the Company have
been pledged to secure obligations to its secured creditors. The
Company anticipates that its creditors will pursue all of their
lawful remedies which will cause the Company to discontinue its
operations.

On September 7, 2001 Ebiz Enterprises, Inc., a Nevada
corporation, and its wholly-owned subsidiary, Jones Business
Systems, Inc., a Texas corporation filed separate voluntary
petitions under Chapter 11of the Bankruptcy Code in federal
bankruptcy court in Phoenix, Arizona (Case Nos. B-01-11843-ECF-
CGC; and B-01-11844-ECF-CGC).

On April 11, 2002 the United States Bankruptcy Court for the
District of Arizona in Phoenix, Arizona executed an order
confirming the Amended Joint Plan of Reorganization of Ebiz
Enterprises, Inc., and its wholly-owned subsidiary, Jones
Business Systems, Inc.


ENCOMPASS SERVICES: Wants to Pay Postpetition Insurance Premiums
----------------------------------------------------------------
On February 1, 2003, Encompass Services Corporation and its
debtor-affiliates' existing general liability, worker's
compensation and automobile liability policy expired. Although
the Court has already authorized the Debtors to enter into new
premium finance agreements or renew existing premium finance
agreements and insurance policies, in an abundance of caution,
the Debtors seek the Court's permission to pay all premiums and
payments required by the terms of a new insurance policy
provided by AIG.  The new policy is financed, in part, by
Imperial A.I. Credit Companies.

Under the terms of the AIG Policy, the Debtors are required to
pay $37,359,000 in total casualty costs.  Of that amount,
$8,594,000 relates to fixed cost premium while $28,765,000
relates to primary loss retention.  To fund the fixed cost
premium required by the policy, the Debtors paid AIG $6,413,000
on February 3, 2003.  AIG agreed to defer the payment of the
remaining $2,181,000.  The balance will be funded pursuant to a
note AIG issued.  The AIG Note will be payable over a nine-month
period beginning March 1, 2003 and will accrue interest at a
4.99% annual rate.  Monthly payments under the Note will be
$242,000.

The Debtors also paid $3,568,000 to AIG in partial satisfaction
of the $28,765,000 primary loss retention costs.  AIG also
agreed to defer the payment of the remaining $25,197,000.  This
balance will be funded pursuant to a $19,197,000 note issued by
Imperial A.I. and by the issuance of a $6,000,000 letter of
credit.  The Imperial A.I. Note will be payable over a seven-
month period beginning March 1, 2003.  No interest will be
payable under the note and monthly payments will be at
$2,133,000.  In the event the Debtors' annual aggregate revenues
are less than $1,235,000,000 at May 15, 2003, the August and
September 2003 payments to Imperial A.I., which aggregates
$4,270,000, will be forgiven.

Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tells the Court that maintaining the AIG Policy
and paying the amounts due on account of the financing
agreements with Imperial A.I. for the fixed cost premium and the
primary loss retention are necessary to the operation of the
Debtors' businesses.  If the premium and loss retention payments
are not made, the Debtors' insurance carrier or Imperial A.I.
will seek to terminate the AIG Policy.  This would cause the
Debtors to lose the benefits of the insurance coverage, which
the Debtors expended significant efforts to obtain.  This would
also jeopardize the Debtors' future ability to obtain a
replacement insurance coverage. (Encompass Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Metromedia Fiber Wants Prompt Payment of $2MM Admin Claim
----------------------------------------------------------------
On May 20, 2002, Metromedia Fiber Networks and its affiliated
debtor entities filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court of the Southern District of New York, White
Plains Division.

Prior to the MFN Petition Date, Enron Broadband Services
provided Metromedia with, among other things, the use certain
portions of the EBS fiber-optic communications system and in
consideration for Metromedia's use of the System, Metromedia was
obligated to remit agreed upon payments to EBS.

Metromedia and EBS are parties to certain agreements, which
obligate Metromedia to make payment to EBS for use of the
System:

     (i) a Lease Agreement dated June 30, 1999 -- the Master
         Lease;

    (ii) a Collocation Agreement dated June 30, 1999, as amended
         November 15, 2000; and

   (iii) an Indefeasible Right to Use Agreement dated November
         15, 2000.

Pursuant to the Master Lease, EBS leased to Metromedia six
fibers in the System that are routed from Salt Lake City, Utah
to Houston, Texas and EBS provided and continues to provide or
arrange for certain of Metromedia's maintenance and repair
requirements, government or municipal approvals, as well as
rights, licenses, authorizations, rights of way and other
agreements necessary for installation and use of the System.

The fiber-optic route is delivered in two segments:

     (a) a segment that is routed from Salt Lake City, Utah to
         Dallas, Texas with annual payments equal to
         $2,014,836.42 to EBS, and

     (b) a segment that is routed from Dallas, Texas to Houston,
         Texas with annual payments equal to $762,306.58 to EBS.

EBS asserts that pursuant to the Master Lease, Metromedia is
obligated to make annual payments equal to $2,777,143 to EBS for
the entire 20-year term of the Master Lease, with an annual re-
acceptance of the Master Lease, and that Metromedia is indebted
to EBS under the terms of the Master Lease amounting to
$2,777,143 on account of Metromedia's use and benefit of the
System since the MFN Petition Date through September 30, 2002,
and continuing thereafter.

In connection with the Master Lease, EBS and Metromedia entered
into the Collocation Agreement, pursuant to which EBS provided
Metromedia with the right and license to, among other things,
locate, install, maintain and operate equipment in EBS'
collocation facilities at regeneration space sites along the
route from Salt Lake City, Utah to Houston, Texas.

EBS asserts that Metromedia is obligated to pay $78,956 to EBS
monthly in consideration for its agreement to use all of the
collocation facilities, and EBS calculates that it is owed
$315,824 by Metromedia from the MFN Petition Date through
September 30, 2002 pursuant to the Collocation Agreement.

Pursuant to the IRU Agreement, EBS provides Metromedia with an
indefeasible right to use fiber-optic cables located in both
Salt Lake City, Utah and Denver, Colorado, and EBS asserts that
Metromedia is obligated to pay $2,500 per month to EBS in
consideration for the use of the Salt Lake City Fibers, and
$5,000 per month to EBS in consideration for the use of the
Denver Fibers, resulting in a monthly obligation equal to
$7,500.

EBS calculates that it is owed $30,000 from the MFN Petition
Date through September 30, 2002 pursuant to the payment terms of
the IRU Agreement.

By its motion dated October 7, 2002 in the Metromedia cases, EBS
sought an order allowing and compelling immediate payment of an
administrative expense claim amounting to $3,122,967,
representing the sum of: (a) $2,777,143 arising from the Master
Lease, plus (b) $315,824 arising from the Collocation Agreement,
and plus (c) $30,000 arising from the IRU Agreement, for a total
of $3,122,967 for services provided to Metromedia under the
System Agreements subsequent to the MFN Petition Date.

Metromedia asserts that prior to the EBS Petition Date, EBS and
Metromedia entered into certain Internet Services and
Collocation Agreements.

Metromedia asserts that pursuant to the Service and Lease
Agreements, EBS agreed to make certain payments to Metromedia in
exchange for the rights granted to EBS by Metromedia to operate
telecommunication equipment at Metromedia's collocation spaces
and for Metromedia to provide EBS with Internet connectivity.

In exchange for the Services, EBS was obligated to pay
Metromedia certain monthly service and lease fees and related
charges.

Metromedia asserts that EBS failed to make its annual advance
payment to Metromedia, approximately nine months of which
pertained to periods after the EBS Petition Date, as required
under the Service and Lease Agreements.

Metromedia asserts that EBS has failed to pay Metromedia an
amount aggregating $1,964,966, for Services that EBS received
from Metromedia under the Service and Lease Agreements after the
EBS Petition Date through the date that EBS rejected its Service
and Lease Agreements with Metromedia pursuant to EBS' Notice of
Rejection, effective September 27, 2002.

By its application dated October 25, 2002, Metromedia has sought
allowance and payment of an administrative claim in the EBS case
amounting to $1,964,996.

In its discussions with EBS, Metromedia has asserted, among
other things, that:

     (a) it only utilized two of the six fibers in the System
         pursuant to the Master Lease and that as a result, EBS
         is not entitled to an administrative claim calculated
         upon the use of all six filing pursuant to the Master
         Lease,

     (b) Metromedia did not use all of the services pursuant to
         the Collocation Agreement, and

     (c) as a result, it is entitled to reduce the amounts sought
         by EBS pursuant to its Motion.

Metromedia asserts that current market prices for the goods and
services provided pursuant to their various agreements have
decreased, thereby entitling it to further reduction of the
amount sought by EBS.

Metromedia asserts that it has a right to set off the MFN
Administrative Claim against the EBS Administrative Claim.  But
EBS disputes that assertion.

EBS asserts that its estate did not receive any benefit from
Metromedia pursuant to the Service and Lease Agreements and
that, as a result, Metromedia is not entitled to an
administrative expense claim or any set-off in the EBS case.

EBS seeks to reject the EBS Agreements and any and all other
agreements, whether written or oral by and between EBS and
Metromedia effective as of January 21, 2003.

EBS and Metromedia have engaged in negotiations regarding their
legal positions as well as present market conditions, have
exchanged documents and information, and wish to resolve all
issues concerning the EBS Administrative Claim and the MFN
Administrative Claim utilizing their best business judgment.

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

A. Metromedia will pay to EBS $545,509 in immediately available
     funds;

B. The Metromedia Payment will fully and finally satisfy and
     extinguish both the EBS Administrative Claim and
     Metromedia's Administrative Claim and will resolve all of
     the issues, disputes, contentions, claims and defenses
     asserted by the Parties in both the EBS Motion and the MFN
     Motion.  The Parties' rights and defenses regarding
     prepetition claims against the other's estates are expressly
     preserved;

C. Metromedia will cease using the System by no later than
     January 31, 2003.  Metromedia will remove all equipment
     relating to the System on or before February 28, 2003.  If
     Metromedia does not cease using the System on or before
     January 31, 2003, EBS will be entitled to seek payment of
     administrative expense claims for Metromedia's use of the
     System from and after January 31, 2003.  EBS has the right
     to terminate all of the Services provided pursuant to the
     EBS Agreement on or after February 1, 2003 without further
     Notice to Metromedia or any Court order;

D. Effective January 31, 2003, the EBS Agreement and any and
     all other agreements, whether written or oral, by and
     between EBS and Metromedia will be deemed rejected and
     terminated pursuant to Section 365 of the Bankruptcy Code;
     and

E. Metromedia waives any right to seek any extension or
     reinstatement of the EBS Agreements. (Enron Bankruptcy News,
     Issue No. 57; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)


FACTORY 2-U STORES: Arranges for $15MM Debt & Equity Financing
--------------------------------------------------------------
Factory 2-U Stores, Inc., (Nasdaq:FTUS) has entered into non-
binding arrangements for a total of approximately $15 million of
debt and equity financing. The Company also announced its
operating results for the fourth quarter and fiscal year ended
February 1, 2003.

The Company has received commitments from a broker dealer to act
as placement agent on a best-efforts basis for $5.4 million of
our common stock, at a price of $2.75 per share, and its largest
shareholder, Three Cities Fund II, LP., has committed to
purchase an additional $2.0 million of our common stock at that
price, subject to the successful closing of the placement. On
February 25, 2003, the closing price for our common stock, as
reported by Nasdaq, was $2.20 per share. The Company also has
received a proposal from a financial institution for junior
secured debt financing, secured by inventory and other assets.
The Company expects to complete the equity financing by March 7,
2003 and to complete the debt financing by March 31, 2003,
although there can be no assurance that either such transaction
will be completed by such time or at all. Each transaction is
subject to customary closing conditions and the negotiation of
definitive documentation.

Sales for the thirteen weeks ended February 1, 2003 totaled
$155.7 million compared to $169.8 million for the thirteen-week
period ended February 2, 2002, a decrease of 8.3%. Comparable
store sales for the thirteen-week period ended February 1, 2003
decreased 5.8% versus a decrease of 12.9% for the same period
last year. The Company reported a net loss of $16.0 million, or
$1.23 per share, for the fourth quarter, compared to a net loss
of $8.9 million, or $0.70 per share, for the same period last
year. Included in the fourth quarter ended February 1, 2003 were
pretax charges of $25.5 million related to the Company's
previously announced restructuring efforts which included the
closure of 23 under-performing stores and the consolidation of
its distribution network ($14.4 million), liquidation of slow
moving and aged inventory chain-wide ($16.1 million) and the
reduction of the restructuring reserve, established in fiscal
2001 primarily in connection with the closure of 28 stores, due
to favorable experience related to the cost of closing those
stores ($5.0 million). In addition, the Company incurred pre-tax
charges of $3.2 million related to the departure of its former
Chief Executive Officer ($0.8 million), the write down of
shareholder and trade notes receivable to their estimated net
realizable value ($2.2 million) and charges related to a
discontinued consulting project ($0.2 million). Included in the
fourth quarter of fiscal 2001 operating results was a pre-tax
charge of $21.2 million primarily related to the Company's
closure of 28 under-performing stores. Excluding these
previously mentioned items in the fourth quarters of fiscal
years 2002 and 2001, net income would have been $1.5 million, or
$0.12 per diluted share, and $4.0 million, or $0.31 per diluted
share, respectively.

Sales for the fifty-two weeks ended February 1, 2003 totaled
$535.3 million compared to $580.5 million for the fifty-two
weeks ended February 2, 2002, a decrease of 7.8%. Comparable
store sales for the fifty-two weeks ended February 1, 2003
decreased 7.7% versus a decrease of 8.7% for the same period
last year. The Company reported a net loss of $28.5 million, or
$2.20 per share, for the fifty-two week period ended February 1,
2003, compared to a net loss of $10.9 million, or $0.85 per
share, for the same period last year. Included in the operating
results for fiscal 2002 were the fourth quarter items mentioned
above, consulting fees of $2.8 million related to a cancelled
project and a charge of $2.1 million related to a litigation
settlement. Included in the operating results for fiscal 2001
were charges for the 2001 restructuring plan, the retirement and
replacement of the Company's general merchandise manager and a
non-cash charge for performance-based stock options. Excluding
these previously mentioned items for fiscal years 2002 and 2001,
net income(loss) would have been $(8.1) million, or $(0.62) per
share, and $3.0 million, or $0.23 per diluted share,
respectively.

At February 1, 2003, Factory 2-U Stores, Inc.'s balance sheet
shows that its total current liabilities exceeded its total
current assets by about $3 million, while its total
shareholders' equity shrank to $44 million, from about $70
million recorded a year earlier.

Bill Fields, President and Chief Executive Officer, commented,
"Our financial results reflect the difficult, but necessary
decisions to position our company for the future. Our effort to
liquidate portions of our inventory that we determined to be
slow moving and aged, along with a diminished flow of new orders
due to credit limitations, have left us with a very clean, but
less than the optimal inventory position at year-end. We believe
we are close to completing a series of transactions that will
strengthen the Company's financial position. The expected
completion of these transactions and the receipt of an expected
$8.2 million tax refund should provide substantial liquidity to
assure a steady flow of new goods."

Mr. Fields concluded, "We are moving aggressively to execute
initiatives that we believe will be key drivers to future sales
growth. These initiatives and the completion of our capital
raising efforts are key to our profitable operating target this
year. We expect comparable store sales to be flat to slightly
negative for our first quarter ending May 3, 2003, primarily due
to low inventory levels for February and early March. We expect
the inventory levels to improve and reach desired levels in late
March, as we anticipate that we will experience a better flow of
new merchandise. Assuming we complete our contemplated financial
transactions, for the first quarter of fiscal 2003 we expect a
net loss in the range of $0.15 and $0.20 per share versus last
year's loss of $0.24 per share for the same period. Our
expectation for Fiscal year 2003 is to grow comparable store
sales approximately 6% and generate earnings of approximately
$0.16 per diluted share."

The Company expects to release its February sales results on
March 6, 2003 after the market close, or approximately 4:00 P.M.
Eastern Standard Time.

Factory 2-U Stores, Inc., operates 244 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family,
as well as selected domestics and household merchandise at
prices which generally are significantly lower than the prices
offered by its discount competitors. The Company operates 32
stores in Arizona, 3 stores in Arkansas, 64 stores in southern
California, 63 stores in northern California, 1 store in Idaho,
8 stores in Nevada, 9 stores in New Mexico, 1 store in Oklahoma,
15 stores in Oregon, 34 stores in Texas, and 14 stores in
Washington.


FAIRPOINT: S&P Says Pact With Lenders Has No Impact on Rating
-------------------------------------------------------------
Standard & Poor's said that FairPoint Communications Inc.'s
(B+/Negative/--) agreement with lenders to convert about $122
million in a bank credit facility of FairPoint Communications
Solutions Corp., a CLEC subsidiary of FairPoint, into $93.9
million of FairPoint preferred stock redeemable in 2011 and
$27.9 million in new term loans to Solutions due in 2007 has no
impact on the company's credit rating or outlook.  By selling a
substantial portion of Solution's assets in late 2001 and
reaching this agreement with lenders, FairPoint has effectively
limited its future financial exposure to Solutions.  Standard &
Poor's rating on FairPoint already excludes the financial impact
of Solutions, based on management's commitment to limit cash
support for Solutions.


FIRST ECA: Judge Walsh to Consider Amended Plan on Mar. 27, 2003
----------------------------------------------------------------
On February 3, 2003, the United States Bankruptcy Court for the
District of Delaware approved the adequacy of the Disclosure
Statement prepared by First ECA, Inc., and its debtor-
affiliates, as containing the right kind of information for
creditors to make informed choices whether to accept or reject
the Debtors' Amended Joint Plan of Reorganization.

The Court directs March 20, 2003, be the Voting Deadline by
which all creditor votes accepting or rejecting the Debtors'
Plan must be received by:

             Altman Group, Inc.
             60 E. 42nd Street, Suite 405
             New York, NY 10165

A hearing to consider the confirmation of the Amended Joint Plan
is set for March 27, 2003, at 3:30 p.m. Eastern Time to be heard
by the Honorable Peter J. Walsh.

Objections, if any, to the confirmation of the Plan must be
filed with the Bankruptcy Court on or before March 20. Copies
must also be served upon:

             1. The Debtors and Counsel for the Debtors
                First ECA, Inc., et al.
                Highway 29 South
                PO Box 1898
                Spartanburg, SC 29304
                Fax: 864-595-2182
                Attn: Dr. Danny Hall

                         -and-

                Young Conaway Stargatt & Taylor LLP
                The Brandywine Building
                1000 West Street, 17th Floor
                PO Box 391
                Wilmington, DE 19801
                Fax: 302-571-1253
                Attn: Pauline K. Morgan, Esq.

             2. Office of the United States Trustee
                844 N. King Street, Suite 2313
                Wilmington, Delaware 19801
                Fax: 302-573-6497
                Don A. Beskrone, Esq.

             3. Counsel for the Prepetition Holders Committee
                Paul, Weiss, Rifkind, Wharton & Garrison
                1285 Avenue of the Americas
                New York, NY 10019-6064
                Fax: 212-373-2053
                Attn: Jeffrey D. Saferstein, Esq.

The Debtors filed for Chapter 11 protection on Dec. 20, 2002,
(Bankr. Del. Case No. 02-13769).  Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP represents the Debtors in
their restructuring efforts.


FREESTAR TECHNOLOGY: Amends Rahaxi Processing Acquisition Pact
--------------------------------------------------------------
FreeStar Technology Corporation (OTCBB:FSTI) announce that the
terms of the Company's acquisition of Rahaxi Processing Oy, a
leading Northern European Processor, located in Helsinki,
Finland, were further improved through an Amendment executed
Tuesday.

FreeStar Technology's Agreement to acquire Rahaxi Processing,
first announced in September 2002, provided for FreeStar to make
incremental cash payments of $4.3 million to the Seller over the
course of 13 months. Pursuant to the first Amendment executed
between FreeStar Technology Corp and the Seller, Heroya
Investments Limited, on December 16, 2002, and the Company's
Form 8-K/A filing of December 24, 2002, FreeStar issued 22
million restricted common shares in consideration for 53.3% of
Rahaxi Processing. The remainder of the purchase price
($2,008,100) was to be settled through incremental cash payments
commencing February 2003 and ending December 2003.

Pursuant to the second Amendment executed between FreeStar
Technology and the Seller on February 25, 2003, and the
Company's Form 8-K/A filing of this date, FreeStar will issue
23.2 million restricted common shares in consideration for an
additional 33.3% of Rahaxi Processing. Yesterday's Amendment
supplements changes introduced to the original Agreement through
the December 2002 Amendment to the extent that the cash
consideration for FreeStar's acquisition of Rahaxi Processing is
reduced from approximately 47% to approximately 13%. Thus,
FreeStar's holding of Rahaxi shares increases from 16 to 26
(representing approximately 87% of the 30 shares issued and
outstanding). The remainder of the purchase price ($552,100)
will be settled through incremental cash payments commencing
March 2003 and ending December 2003.

Fionn Stakelum, President of Rahaxi Processing, stated, "We
welcome the Seller's vote of confidence in FreeStar's
fundamentals. Restructuring the terms in this manner will
obviously expedite positive earnings and add shareholder value.
I am especially pleased that negotiations underlying this
decision came at the Seller's own behest, signaling to the whole
FreeStar team that we are well and truly on track."

With Corporate headquarters in Santo Domingo, Dominican
Republic, and offices in Dublin, Ireland, and Helsinki, Finland,
FreeStar Technology is focused on exploiting a first-to-market
advantage for enabling ATM and debit card transactions on the
Internet and high-margin credit card processing through a
leading Northern European processor, Rahaxi Processing Oy.
FreeStar Technology's Enhanced Transactional Secure Software is
a proprietary software package that empowers consumers to
consummate e-commerce transactions on the Internet with a high
level of security using credit, debit, ATM (with PIN) or smart
cards. It sends an authorization number to the e-commerce
merchant, rather than the consumer's credit card information, to
provide a high level of security. For more information, please
visit the Company's Web sites at http://www.freestartech.com
http://www.rahaxi.comand http://www.epaylatina.com

Rahaxi Processing Oy, acquired by FreeStar Technology from
Heroya Investments under cover of an agreement from September
2002, is a payment service provider based in Helsinki, Finland,
offering full, card present, payment processing; transaction
authorization, data capture and settlement facilities for Visa,
MasterCard, American Express, Diners Club and all bank-issued
domestic debit cards. Rahaxi also provides specialist value-
added processing applications for fleet, fuel and loyalty card
schemes. Approximately US$10 million has been invested in the
development of Rahaxi's hardware, software and brand name, to
date. Rahaxi provides a wide range of robust payment solutions
that support sophisticated, integrated point-of-sale systems to
meet the ever changing, complex needs of a wide array of
industry sectors. The Company currently processes approximately
one million transactions per month, but is capable of handling
an additional seven million transactions per month without
significant upgrades or technical enhancements. For more
information, please visit the company's Web site at
http://www.rahaxi.com

An involuntary Chapter 7 petition under the federal bankruptcy
laws was filed against Freestar Technology on January 9, 2003
(Bankr. S.D.N.Y. Case No. 03-10096). The petitioners are:
vFinance, Inc., Boat Basin Investors LLC, West Indies Papell
Holdings, Ltd., C.B. Williams, whose claims against Freestar
totaled $637,000.


GLOBEL DIRECT: Wins $3.5-Billion Document Supply Contract
---------------------------------------------------------
Globel Direct, Inc., (TSX Venture:GBD) has been selected by a
large customer service organization to deliver a comprehensive
bill composition, print to mail and contact center presentment
program for the production of bills, statements and other
mission critical documents for its clients that include major
Canadian utility companies.  Contract negotiations are underway
for implementation May 1, 2003.  The work will be carried out in
Globel's Vancouver and Toronto facilities, with redundant backup
being implemented in Calgary as disaster recovery.  The three
year contract, valued at CDN $3.4 million per year highlights
Globel's growing reputation as a quality supplier of bill and
statement work to the utility sector, and other high growth
industries.

"This award reflects the fact Globel is returning to business as
usual after rearranging operating practices to align with
current revenues and the new market environment", says Sandi
Gilbert, Globel's Senior VP Strategy.  "With the challenges of
the last year largely behind us, our Company is properly
positioned for the future.  This win is indicative of the type
of business we are pursuing and attracting - business that is
complex, mission critical and recurring day after day, month
after month."

This competitive win in the Toronto marketplace comes as the
Company begins its second year of production with its previously
announced award of the Government of Alberta contract processed
through its Calgary and Edmonton facilities.  After a successful
implementation and rollout, the Company is now presenting value
added solutions that will save the government money and make the
production process more efficient for Globel.  "It is our goal
to improve the delivery of the government's mission critical
documents," says Ed Gades, Globel's VP Western Operations.

The Company also announced that it is proceeding with a
non-brokered, best efforts, private placement financing
involving a number of private Alberta investors, which will
include directors, officers, and other insiders of Globel. The
proposed private placement investors will be issued a total of
between 8,333,333 and 16,666,666 common shares at a price of
$0.12 for each common share issued, for a total aggregate
proposed consideration of between $1,000,000 and $2,000,000.
Included in these amounts will be the conversion into equity of
certain debts of Globel by insiders, currently on its books.
This is a continuation of the financing effort previously
announced on January 22, 2002.  The proceeds will be used to
advance ongoing efforts to replenish the working capital
requirements of Globel, to fund the Company's ongoing new
contract start-up costs and for general corporate purposes in
executing the Company's business plan. The private placement is
subject to the approval of the TSX Venture Exchange.

In December of 2002, the Company accepted the resignation of
Karly Black, VP of Client Relations.  Karly has accepted a
position with a key supplier to the Company in Calgary.

At May 31, 2002, Globel Direct reported a working capital
deficit of about $853,000 and a total shareholders equity
deficit of about $2 million.


HANGER ORTHOPEDIC: 2002 Year-End Results Show Marked Improvement
----------------------------------------------------------------
Hanger Orthopedic Group, Inc., (NYSE: HGR) reported record
sales, net income and earnings per share, before extraordinary
items of $0.99 for the year ended December 31, 2002.

Net sales for the fourth quarter ended December 31, 2002
increased to $135.0 million from $128.7 million in the prior
year, an increase of $6.3 million or 4.9%. The sales growth for
the quarter was primarily the result of a 3.7% increase in same
center sales in the Company's O&P practices as well as a 21.5%
increase in outside sales of the Company's distribution
business. Gross profit for the quarter is not comparable to the
prior year due to a $4.2 million favorable inventory adjustment
recorded in the fourth quarter of 2001 as a result of the annual
physical inventory. The Company reported net income of $6.5
million for the fourth quarter ended December 31, 2002, compared
to a net loss of $4.3 million in the prior year, an improvement
of $10.8 million. The Company reported net income applicable to
common stock of $5.2 million for the fourth quarter of 2002,
compared to a net loss of $5.5 million in the prior year.

Net sales for the year ended December 31, 2002, reached a record
$525.5 million, an increase of $17.5 million, or 3.4%, over the
prior year's net sales of $508.1 million. The sales growth was
primarily due to a 4.6% increase in same center sales in the
Company's O&P practices and a 0.7% increase in outside sales by
the Company's distribution business, offset by a 0.9% reduction
in sales due to the sale of SOGI, the Company's manufacturing
operations, in October of 2001. Gross profit for the year ended
December 31, 2002 improved by $17.0 million, or 6.4%, to $284.2
million, or 54.1% of net sales, compared to $267.2 million, or
52.6% of net sales, in the prior year. The gross margin was
favorably impacted by the increase in net sales along with a
reduction in the costs of materials and labor due to increased
productivity in the operation of the O&P practices. The Company
recorded net income of $23.6 million for the year ended
December 31, 2002, compared to a net loss of $8.9 million in the
prior year, an improvement of $32.5 million. Net income
applicable to common stock before extraordinary item for the
year ended December 31, 2002 was $26.4 million, a $32.3 million
improvement over the $8.9 million loss recorded in the prior
year. Hanger reported net income applicable to common stock of
$18.4 million for the year ended December 31, 2002, compared to
a net loss of $13.7 million for the prior year.

The unusual charges totaling $1.9 million in 2002 included, (i)
approximately $1.3 million in payments made to a prior workman's
compensation carrier related to claims for the 1995 through 1998
policy years and (ii) a non-cash charge of approximately $0.6
million related to the write-off of abandoned leaseholds. The
workman's compensation claims were related to the Company's
acquisition of NovaCare in 1999 and were not known at the time
of the acquisition and therefore were not provided for in the
opening balance sheet. The Company believes that no further
payments will be required. The unusual charges totaling $24.4
million in 2001 included (i) a non-cash charge of approximately
$4.8 million related to stock compensation to Jay Alix &
Associates for services rendered; (ii) restructuring charges of
$3.7 million recorded in the second quarter of 2001 principally
related to severance and lease termination expenses; (iii) an
$8.1 million loss on the disposal of substantially all the
manufacturing assets of SOGI in 2001; and (iv) approximately
$7.9 million in other charges primarily related to fees paid to
Jay Alix & Associates in connection with development of the
Company's performance improvement plan.

The $2.8 million extraordinary loss on the early extinguishment
of debt in the year ended December 31, 2002, was recorded in
this year's first quarter in the connection with the Company's
refinancing of bank debt.

As reported in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, SFAS 142 was adopted as of
January 1, 2002. Accordingly, amortization of goodwill ceased in
the quarter ended March 31, 2002. The Company reported $3.0
million in amortization of goodwill for the quarter ended
December 31, 2001 and $12.2 million for the year ended
December 31, 2001. Therefore, net income and earnings per share
for the quarter and year ended December 31, 2002 was favorably
impacted by the change.

During 2002 the Company reduced total debt by $22.9 million,
exclusive of the interest rate swap, including paying down its
revolver by $21.0 million, from $36.0 million at the time of the
February 2002 refinancing to $15.0 million at year end.

Chairman and CEO Ivan R. Sabel stated, "In 2002 we continued to
improve our operations and generated strong cash flow. The
Company repaid $22.9 million of debt during the year as well as
consummated several strategic acquisitions. The Company will
continue to utilize free cash flow to both reduce debt and grow
the top line through strategic acquisitions. I am also proud to
say that almost 80% of our practices will receive bonus payments
from our practice level incentive program, which rewards our
practitioners for properly managing their practice and aligns
our employees and the Company for long term success. The hard
work of management and all of our employees, translated into a
$32.5 million increase in net income and a 118% increase in the
market value of our stock. All of these accomplishments resulted
in a 2002 that was definitely a win-win year for all of our
stakeholders."

Headquartered in Bethesda, Maryland, Hanger is the nation's
largest provider of orthotics and prosthetics patient care
services. The Company provides its services through 583 patient-
care centers located in 44 states and the District of Columbia.
It is also a leading distributor of O&P supplies and components.

As reported in Troubled Company Reporter's January 28, 2002
edition, Standard & Poor's Health Care Ratings Team announced a
ratings increase for Hanger Orthopedic Group, Inc., (NYSE: HGR)
Corporate Credit Rating from "B" to "B+."  They are quoted as
saying, "The upgrade results from consistent improvements in
Hanger's operating efficiency, profitability, and capital
structure during the past several quarters."  The Corporate
Credit Rating increase also positively affected the balance of
our ratings as follows:

                                      To:      From:
      Corporate Credit Rating          B+        B
      Senior Bank Loan Rating          B+        B
      Senior Unsecured Debt            B         B-
      Subordinated Debt                B-        CCC+


HORSEHEAD INDUSTRIES: Wants Exclusivity Extended Until May 16
-------------------------------------------------------------
Horsehead Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
an extension of their exclusive periods.  The Debtors want to
preserve their exclusive right to file a chapter 11 plan through
May 16, 2003, and want, until July 15, 2003, the exclusive right
to solicit acceptances of that plan from their creditors.

The Debtors maintain that they are making good faith progress
toward reorganization.  Since the Petition Date, the Debtors and
their court-retained professionals have been focusing on, and
have expended great efforts, in carrying out the Debtors'
reorganization. To this end, they have been working diligently
to operate the Debtors' businesses and handle the vast number of
crucial administrative and business decisions in the initial
phases of their chapter 11 cases.

The Debtors point out that the first six months of these cases
have been time-consuming, and heavily focused on stabilizing the
Debtors' business operations, making necessary cost reductions
and analyzing the potential options for a going-forward
business. The Debtors have determined that they do not have
sufficient time to make the appropriate determinations
concerning the best and most feasible plan of reorganization by
the current exclusivity deadline. However, the Debtors have
substantially stabilized their businesses and are still finding
ways to make the business more effective and efficient.

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


INTRAWEST CORP: S&P Revises Outlook on Low-B Ratings to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on resort
developer and operator Intrawest Corp., to positive from stable
on the company's intention to separate the real estate
construction activity of its business into a new entity called
Leisura Development Partnerships. At the same time, the ratings
on Intrawest, including the 'BB-' long-term corporate credit
rating, were affirmed.

The transaction essentially will allow Vancouver, British
Columbia-based Intrawest to realize on the preconstruction
value-added of its land parcels through the sale of the land
parcels to Leisura, after Intrawest has completed master-
planning, predevelopment work, and marketing. Hence the capital
and all associated risks required to physically construct the
condominiums, hotels, and town homes will reside in Leisura, not
Intrawest. Construction financing will be arranged by Leisura
and secured by the projects. None of Leisura's debt is
guaranteed by Intrawest.

"We expect the announced transaction will accelerate and bring
greater certainty to Intrawest's previously announced plan to
improve its credit measures and achieve significant free cash
flow," said credit analyst Ron Charbon.

The Leisura partnerships will have two investor partners. The
U.S.-based partnership will be partnered with a major U.S.
institutional real estate investor and the Canadian partnership
will be partnered with a major Canadian institutional investor.
The partnerships will be self-sufficient entities in which
Intrawest initially will invest about US$32 million in equity,
working capital, and land, representing about 36% of the nonbank
capital and about 11% of the capital on a fully drawn credit
line basis. Intrawest will be a minority investor, not obliged
to provide additional equity, and Leisura has no rights to put
back land or unsold units to Intrawest.

The transaction complements and accelerates Intrawest's stated
strategies. The challenges for the company have primarily been
its rapid growth and heavy investment requirements that have
stressed its financial position. Intrawest has expanded rapidly
by purchasing underutilized resorts, and the necessary heavy up-
front investments in on-hill equipment, land, real estate
development, and resort infrastructure have burdened the company
with higher levels of debt and a negative free cash flow
performance. Because most of the company's resort operations are
now beyond the heavy capital investment stage and are
approaching either cash flow neutrality or have become cash flow
positive, Intrawest stated at year-end 2002 that it expected to
generate significant free cash flow in the next three years and
would use the majority for debt reduction and credit measure
improvement. In addition, Intrawest's future growth is focused
on less capital-intensive activities and more on leveraging the
expertise of the management and the in-place marketing, sales,
and development systems.

With the creation of Leisura, Intrawest has removed the capital
burden and the construction risk associated with the onstruction
phase of its master-planned resort real estate, while
crystallizing land values in up-front cash payments. The ratings
will be reviewed once the effect of the land sales to Leisura
begins to flow through to Intrawest's credit measures in the
fourth quarter of fiscal 2003.


IPCS INC: S&P Drops Credit Rating to D After Bankruptcy Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless carrier iPCS Inc., to 'D' from 'CC' and
removed it from CreditWatch following the company's recent
filing of bankruptcy protection under Chapter 11.

Schaumburg, Illinois-based iPCS listed total debt of about $378
million at the time of filing.

"Prior to filing, iPCS experienced significant deterioration in
liquidity and faced the prospect of bank covenant violation due
to the weak economy, competition, and a series of execution
missteps, particularly with respect to sub-prime customers,"
Standard & Poor's credit analyst Michael Tsao said.

iPCS, a wholly owned subsidiary of Atlanta, Georgia-based
AirGate PCS Inc. (CCC-/Negative/--), provides services under the
Sprint PCS brand primarily in lower tiered markets in the
Midwest. AirGate's rating is not affected by iPCS's filing
because AirGate operates in different geographical markets,
maintains separate agreements with Sprint PCS, is managed
separately, and does not provide credit support to iPCS.


JC PENNEY: Fitch Rates $600-Million 8% Senior Notes at BB
---------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to J.C. Penney Co.,
Inc.'s $600 million of 8% senior notes due 2010. Proceeds from
the issue will be used for general corporate purposes, including
the repayment of upcoming debt maturities that total $390
million in 2003. The Rating Outlook is Stable.

Penney continues to make progress in turning around its
department store and Eckerd drugstore operations. Penney's
department stores generated a 2.6% comparable store sales gain
in 2002 due to improved merchandise assortments, more timely
movement of goods into the stores and aggressive marketing
efforts. At the same time, profitability of the department store
segment continued to recover in 2002, with the operating margin
expanding to 3.9% from 3.0% in 2001. The longer-term goal is 6%-
8%. Nevertheless, Penney will face challenges in its efforts to
sustain this turnaround momentum during a time of soft consumer
demand and growing competition.

Eckerd's comparable store sales increased 5.2% in 2002 compared
with 7.8% in 2001, as sales momentum slowed in the second half
of 2002. The slowdown is attributed to the weak retail
environment and increased levels of generic dispensing in the
pharmacy mix. Despite slower growth, Eckerd was able to expand
its FIFO operating margin to 3.0% in 2002 from 1.8% in 2001,
toward a 2003 goal of 4%-4.5%. Eckerd is focused on improving
sales and margins in part through an ongoing effort to
reconfigure and remodel its stores.

Penney's liquidity remains strong, with $2.5 billion of cash on
hand at the end of 2002. Together with the proceeds of the $600
million debt issue, this liquidity is more than enough to cover
upcoming debt maturities (which total $1.2 billion over the next
three years) and the company's seasonal borrowing requirements,
which have historically peaked at $1.0-$1.2 billion. In
addition, this liquidity will cover projected negative free cash
flow of $250 million in 2003 as Penney's capital expenditures
increase to a range of $900 million - $1.1 billion from $650
million in 2002.

Penney's credit protection measures have shown gradual
improvement from their low point in 2000. EBITDAR/interest plus
rents increased to 1.8 times in the 12 months ended 10/26/02,
from 1.7x in 2001 and 1.2x in 2000, while adjusted debt/EBITDAR
improved to 5.1x from 5.8x in 2001 and 7.8x in 2000. While these
levels are weak for the rating category, Fitch expects them to
strengthen over the medium term as profitability and cash flow
improves.


KAISER ALUMINUM: Court Okays Aussie Tax Pact Filing Under Seal
--------------------------------------------------------------
Judge Fitzgerald also permits Kaiser Aluminum Corporation and
its debtor-affiliates to file the settlement agreement with the
Australian Taxation Office under seal.

                          *     *     *

In January 1998, the Australian Taxation Office initiated a
formal audit of Kaiser Alumina Australia Corporation, a
subsidiary of Kaiser Aluminum & Chemical Corporation, for the
years 1988 to 1996.  The ATO later expanded the audit period to
include years 1997 to 2000, and the parties subsequently agreed
to include year 2001 in the settlement.

During the course of the audit, the ATO issued technical papers
in March 2000 outlining possible grounds for increasing Kaiser
Australia's income tax liabilities for certain years under
audit.  The issue led to several correspondences between the ATO
and Kaiser Australia.  In July 2001, the ATO notified Kaiser
Australia of three remaining outstanding audit issues.
Consequently, the parties commenced settlement negotiations
throughout 2001, but without success.

Following the submission of an additional technical paper by the
ATO and a response by Kaiser Australia in 2002, and after
negotiations in October 2002, the parties reached an agreement
in principle to settle all remaining audit issues relating to
the December 31, 1998 through December 31, 2001 Audit Period.
The settlement will eliminate any possibility of litigation,
thus avoiding associated fees and expenses and the uncertainty
inherent in litigation.

In conjunction with the Settlement Agreement, the parties also
agreed to enter into a related agreement to address certain
issues with respect to Kaiser Australia's future income tax
liabilities.  The purpose of this related agreement is to avoid
future differences of interpretation between Kaiser Australia
and the ATO.

The agreements in effect:

   (a) conclude and resolve the Audit issues by the ATO on terms
       favorable to the Debtors;

   (b) eliminate the risk and uncertainty of future litigation
       with the ATO in Australia;

   (c) eliminate Kaiser Australia's ongoing fees and expenses
       incurred in connection with the Audit; and

   (d) provide certainty with respect to certain elements of
       Kaiser Australia's future income tax liabilities.

Subsequently, the Court approved both the Settlement Agreement
and related agreement and authorize any payments as may be
required. (Kaiser Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


KEY3MEDIA: Gets Court Nod to Pay Critical Vendors Up to $4.7MM
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Key3Media Group, Inc., and its debtor-
affiliates' request to pay the prepetition claims of their
critical vendors up to $4.7 million.

The Debtors purchase a variety of goods and services that are
essential to the Debtors' operations from certain vendors who
are unaffiliated with the Debtors and who cannot, as a practical
matter, be timely replaced if they were to cease doing business
with the Debtors.  These Critical Vendors are composed of:

      (i) suppliers of exhibition space at which the Debtors hold
          their events;

     (ii) suppliers of audio/visual equipment for the Debtors'
          events;

    (iii) software licensors; and

     (iv) providers of marketing services.

The relationships with these Critical Vendors are, in many
cases, not based on executory contracts. Accordingly, if the
Debtors are unable to pay the prepetition obligations owed to
these Critical Vendors, they may lose the benefit of purchasing
services at favorable costs and on beneficial payment terms
during the postpetition period, to the extent the Critical
Vendors remained willing to continue to do business with the
Debtors at all. This would result in the Debtors incurring
increased costs during the postpetition period that would
materially diminish the Debtors' estates. Where the Debtors can
benefit from maintaining lower costs for services purchased
during the postpetition period, it is in the best interests of
the Debtors to pay these selected Critical Vendors some or all
of the amount owing on their prepetition claims, provided that
they agree to continue to provide their services to the Debtors
at the same favorable prices and on at least as favorable terms
postpetition as they did during the prepetition period.

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


KMART CORP.: Grand Jury Indicts Two Former Officers
---------------------------------------------------
A federal grand jury in Detroit Wednesday returned an indictment
arising from an ongoing investigation involving Kmart, Inc.,
charging two Oakland County men with securities fraud, making
false statements to the Securities and Exchange Commission, and
conspiracy to commit those offenses, announced United States
Attorney Jeffrey G. Collins and Willie T. Hulon, Special Agent
in Charge of the Detroit FBI field office.

Named in the three-count indictment were:

     * Enio A. "Tony" Montini, Jr., 51, of Rochester Hills, a
       former senior vice president and general merchandise
       manager for Kmart, Inc; and

     * Joseph A. Hofmeister, 52, of Lake Orion, a former
       divisional vice president of merchandising for Kmart.

A full-text copy of the Indictment is available for free at:

   http://news.findlaw.com/hdocs/docs/kmart/usmontini22603ind.pdf

The indictment alleges that from November 2000 to about January
21, 2002, Montini and Hofmeister conspired with each other to
improperly recognize, in the second quarter of 2001, a $42.3
million payment from one of its vendors, American Greetings
[AG], when, as they well knew, that money was subject to
repayment under certain circumstances and therefore could not be
fully booked by Kmart in that quarter.

According to the indictment, the defendants' false statements to
Kmart's accounting and auditing divisions resulted in Kmart's
filing, with the SEC, a quarterly report which was materially
false in that it overstated Kmart's operating results by $42.3
million.

If convicted, Montini and Hofmeister face a maximum sentence of
10 years imprisonment and a $1 million fine on the securities
fraud charge, and five years in prison and a $250,000 fine for
the conspiracy and false statements charge. Any sentence will be
imposed under the United States Sentence Guidelines according to
the nature of the offense and the criminal background, if any,
of the defendants.

"This indictment arises from an ongoing investigation of
improprieties allegedly committed by Kmart's management,"
Collins said. "This office is committed to the thorough
investigation and prosecution, where appropriate, of all
allegations of corporate fraud due to its negative effect on
America's confidence in its commercial institutions and economic
system."

Hulon, the Special Agent-in-Charge of the F.B.I. office involved
in this investigation, added that "This is still an ongoing
investigation to which the FBI will continue to devote all
necessary resources. This indictment today represents only a
portion of this exhaustive investigation which began in February
2002. We would also like to take this opportunity to acknowledge
the Securities and Exchange Commission (SEC) for their
assistance in this continuing investigation."

An indictment is only a charge and is not evidence of guilt.
Each defendant is entitled to a fair trial in which it will be
the government's burden to prove guilt beyond a reasonable
doubt.

U.S. Attorney Collins commended the Federal Bureau of
Investigation, the Securities and Exchange Commission and the
Corporate Fraud Task Force for their outstanding efforts
throughout this investigation.


KMART CORP: Has Until May 26 to Move Actions to Illinois Court
--------------------------------------------------------------
Kmart Corporation sought and obtained the U.S. Bankruptcy Court
for the Northern District of Illinois to extend the deadline to
file notices of removal with respect to any prepetition actions
that they want to remove pursuant to 28 U.S.C. Section 1452 and
Rule 9027 of the Federal Rules of Bankruptcy Procedure and
transfer to this District.  The Debtors are parties to over
20,000 judicial and administrative proceedings pending in
various courts or administrative agencies throughout the United
States and elsewhere, which involve a wide variety of claims.
The Debtors need to have sufficient opportunity to make fully
informed decisions concerning the possible removal and transfer
of the lawsuits.

The Court extended the Debtors' Removal Period through and
including the later of May 26, 2003 or 30 days after the Court
enters an order terminating the automatic stay with respect to a
particular action sought to be removed.  According to J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom, the
extension will protect the Debtors' valuable right to
economically adjudicate the lawsuits if the circumstances
warrant removal. (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.


LAIDLAW INC: Discloses Identities of New Company Board Members
--------------------------------------------------------------
In anticipation of Laidlaw Inc.'s emergence from bankruptcy
protection, the Company announced that the Laidlaw creditor's
committee has completed its director search. Biographical
information for the persons who have agreed to serve on the
Board of Directors is set out below.

      John F. Chlebowski:

Mr. Chlebowski is the President and Chief Executive Officer of
Lakeshore Operating Partners, LLC in Chicago, IL. He has held
senior positions in a number of public companies and most
recently retiring as President and CEO of GATX Terminals.

      James H. Dickerson:

Mr. Dickerson recently retired as the President and Chief
Operating Officer of Caremark RX, Inc., in Birmingham, AL. He
has held senior positions in a number of healthcare companies
and was the Executive Vice President and Chief Financial Officer
of Aetna/U.S. Healthcare.

      Lawrence M. Nagin:

Mr. Nagin is the former Executive Vice President and General
Counsel to the US Airways Group. He has also held senior
positions with a number of other North American airlines. Mr.
Nagin will shortly become "Of Counsel" to the law firm of
O'Melveny & Myers.

      Vicki A. O'Meara:

Ms. O'Meara is the Executive Vice President and General Counsel
for Ryder System, Inc. She previously served as an Assistant
Attorney General to the US Department of Justice and in the
Office of the White House Counsel.

      Richard P. Randazzo:

Mr. Randazzo is the Senior Vice President, Human Resources for
Federal- Mogul Corporation. He has also held senior human
resource positions with a number of other public companies.

      Peter E. Stangl:

Mr. Stangl is the President of Bombardier Transportation, U.S.
in New York. He has held senior positions in a number of
transportation companies and was the Chairman and Chief
Executive Officer of the New York Metropolitan Transportation
Authority from 1991 to 1995.

      Maria A. Sastre:

Ms. Sastre is the Vice President, Guest Satisfaction Services of
Royal Caribbean Cruises Ltd. She has also held marketing,
operational and financial positions with a number of U.S.
airlines.

      Carroll R. Wetzel, Jr.:

Mr. Wetzel is the Chairman of Safety Components International,
Inc. He has many years of experience in mergers and
acquisitions, previously serving as managing director of Mergers
and Acquisitions for both J.P. Morgan Chase & Company and Smith
Barney, Inc.

Kevin E. Benson, President and Chief Executive Officer of
Laidlaw Inc., will also be a Board member.

"Our new Board members bring many years of experience and
expertise in the different fields of transportation and
healthcare," said Mr. Benson. "I greatly appreciate their energy
and enthusiasm and I look forward to their guidance and to
working with them to achieve the real potential of the Laidlaw
group of companies. At the same time, I would like to thank the
current Board members who will be retiring as the Company
transitions from a Canadian to a Delaware corporation. The past
few years have been challenging ones for all at Laidlaw Inc. and
they have remained fully committed to resolving the Company's
issues."

The present timetable contemplates Laidlaw Inc. emerging from
bankruptcy protection in April and the new Board is expected to
hold its first meeting shortly thereafter.

Laidlaw Inc., is a holding company for North America's largest
providers of school and inter-city bus transport, public
transit, patient transportation and emergency department
management services.


LEATHERLAND CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Leatherland Corp.
         aka Leather Limited
         154 F. Street
         Perrysburg, Ohio 43551

Bankruptcy Case No.: 03-31195

Type of Business: Retail stores - leather goods

Chapter 11 Petition Date: February 25, 2003

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Patricia B Fugee, Esq.
                   Roetzel & Andress
                   One SeaGate 9th Floor
                   #999
                   Toledo, OH 43604
                   Tel: (419) 242-7985

Total Assets: $18,525,306

Total Debts: $12,606,482

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Excell Sheepskin            Trade Debt              $1,259,029
Sue
1100 Milik St.
Carteret, NJ 07008
Tel: 732-969-3900

Trek Leather                Trade Debt                $933,638
Girish
2195 Elizabeth Ave.
4th Floor
Rahway, NJ 07065
Tel: 212-695-4114

S. East West Leather        Trade Debt                $790,742
Cappy
35 Heisser Court
Farmingdale, NY 11735
Tel: 516-293-6591

Gill Leather Fashions       Trade Debt                $644,098
PO Box 1213 Dept. 15109
Newark, NJ 07101
Tom Patti
Tel: 201-866-4900

World Commerce Services     Trade Debt                $359,632
PO Box 1546, Dept. 81
Bensenville, IL 60106-8546
Mike McGuire
830 Dillion Dr.
Wood Dale, IL
Tel: 630-787-1255

MPC                         Trade Debt                $265,396
Mike Prybyblo
1518 E. Algonquin Road
Arlington Hts., IL 60005
Tel: 847-545-0045

International Leather       Trade Debt                $236,652
  Goods

Ross Glove                  Trade Debt                $208,400

Wood County Property Tax    Property Tax              $238,632

T&B Leather Fashions        Trade Debt                $117,600

Fashion Brands              Trade Debt                $180,465

First Manufacturing         Trade Debt                $134,915

LeDonne Leather             Trade Debt                 $99,828

Max Wiener                  Trade Debt                 $86,290

Compass Trading             Trade Debt                 $70,137

Northgate Mall              Trade Debt                 $62,229

Max Wiener                  Trade Debt                 $60,225

Winn International Corp.    Trade Debt                 $45,975

Doral Packaging             Trade Debt                 $45,773

Lavive Leather Inc.         Trade Debt                 $55,420

Cafaro-Peachcreek JV        Landlord                   $73,068


LIFESTREAM TECHNOLOGIES: Auditors Express Going Concern Doubt
-------------------------------------------------------------
Lifestream Technologies, Inc., together with its wholly-owned
subsidiaries, a Nevada corporation headquartered in Post Falls,
Idaho, is a consumer healthcare company primarily focused on
developing, manufacturing and marketing home diagnostic devices
to aid in the prevention, detection, and monitoring of
cholesterol levels. The Company's current diagnostic product
line principally consists of easy-to-use, hand-held, smart card-
enabled cholesterol monitors for use by health conscious
consumers, at-risk patients and qualified medical professionals
in assessing an individual's risk of developing heart disease.
Through regular at-home testing with the Company's consumer
monitors, an individual can continually assess the resulting
benefits from diet modification, an exercise regiment and/or a
drug therapy, thereby reinforcing their compliance with an
effective cholesterol-lowering program.

The Company has incurred substantial operating and net losses,
as well as negative operating cash flows, since its inception.
As a result, the Company has significant working capital and
stockholders' deficits at December 31, 2002. Additionally, the
Company has only realized limited revenues to date which
management primarily attributes to its continued inability to
fund the more extensive marketing activities believed necessary
to develop broad market awareness and acceptance of the
Company's monitors. Primarily as a result of the aforementioned
factors, the Company's independent certified public accountants
included an explanatory paragraph in their report on the
consolidated financial statements for the fiscal year ended June
30, 2002, that expressed substantial doubt as to the ability of
the Company to continue as a going concern.

The Company's management has pursued, and continues to actively
pursue, a number of initiatives intended to provide timely
remedies to the above adverse conditions. In October 2002, the
Company debuted its second-generation consumer monitors from
which it has realized, and expects to continue to realize,
substantially increased retail market penetration and gross
margins. Additionally, management has taken a series of measures
over the preceding several months to prospectively reduce the
Company's operating expenses and related cash needs. These
measures have included, among others, the elimination of certain
non-critical personnel, consultants and infrastructure. As the
re-engineering activities associated with the development of
second-generation consumer monitors are now complete, management
also expects to begin to realize certain meaningful reductions
in the Company's product research and development expenditures.
With respect to funding, management remains actively engaged in
discussions with a number of interested parties regarding
various potential forms of financing and investment and has
engaged an investment banking firm to assist it in these
efforts. The Company also recently entered into an option and
purchase agreement with an unrelated party providing for the
possible sale of a non-critical and currently unutilized
technology patent to which the Company claims ownership.
However, there can be no assurance that any one or more of the
preceding initiatives will ultimately be sufficiently
successful. It must be noted by the Company's current and future
investors that any failure by management to timely procure
financing or investment adequate to fund the Company's ongoing
operations, including planned marketing initiatives designed to
grow its sales, or to service its significant accounts payable
and debt obligations, will likely have material adverse
consequences on the Company's business operations, and as a
result, on its consolidated financial condition, results of
operations and cash flows.

The Company's independent certified public accountants included
an explanatory paragraph in their report on its consolidated
financial statements for the fiscal year ended June 30, 2002,
that expressed substantial doubt as to the ability of the
company to continue as a going concern.


LTV CORP: Copperweld Debtors Ink Insurance Policies with AIG
------------------------------------------------------------
Copperweld Corporation and Welded Tube Co. of America join in
asking Judge Bodoh's authorization to sign insurance policies
with American Home Assurance Company, Inc., and Illinois
National Insurance Company, on behalf of themselves and certain
other member affiliates of American International Group, Inc.

                    The Insurance Program

In connection with the continued operation of the Copperweld
Debtors' businesses, they are required by law to maintain
insurance policies covering specified kinds of losses, including
workers' compensation and automobile insurance.  Further, the
Copperweld Debtors have, in the operation of their businesses,
traditionally insured against other types of losses, including
losses from crime perpetrated against their businesses, losses
from actions brought in tort and certain aircraft-related
liabilities.

The Copperweld Debtors have historically been insured by AIG.
In fact, the Copperweld Debtors and AIG were parties to a
variety of insurance contracts that expired at the end of 2002.
Before this expiration, the Copperweld Debtors' insurance
broker, Marsh USA Inc., approached a variety of well-known
insurers seeking to obtain replacement insurance coverage for
those required by the Copperweld Debtors.  After determining
that AIG could insure the Copperweld Debtors on the most cost-
effective basis, the Copperweld Debtors and AIG have agreed,
subject to Judge Bodoh's approval, to enter into an insurance
policy effective as of January 1, 2003, for various cover ages,
including automobile liability, workers compensation, and
employers liability, general liability (including product
liability) and other coverage. The Insurance Program is intended
to provide the Copperweld Debtors with insurance for the period
from January 2, 003, through December 31, 2003, and in many
cases the premium being charged provides significant cost
savings over the premiums previously paid by the Copperweld
Debtors due to their favorable historical loss experience.

The premium being charged is $764,200.  In addition, the
Copperweld Debtors ask Judge Bodoh to retroactively approve
their prior payments on the insurance policies.  The Insurance
Program may not, without the written consent of AIG, be altered
by any plan and will survive any such plan.

In the event of a default of payment or provision of security,
AGI may cancel the Insurance Program without further court order
and draw on any letters of credit, in part or in full.  The
Copperweld Debtors agree that he stay is deemed modified for
this limited purpose, but AIG must provide the Copperweld
Debtors with five days' written notice of any default and an
opportunity to cure.  The Copperweld Debtors' rights against any
collateral held by AIG is governed by the terms of the insurance
policies, and is not further disclosed, nor is the collateral
described. (LTV Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


LUCENT: SEC Fraud Probe Ends & Company Can Focus on Solvency
------------------------------------------------------------
Lucent Technologies reached an agreement in principle with the
staff of the Securities and Exchange Commission to resolve the
Commission's investigation of the company.  The agreement is
subject to final approval by the Commission.

In November and December 2000, Lucent identified certain revenue
recognition issues that it publicly disclosed and brought to the
SEC's attention.  Without admitting or denying any wrongdoing,
Lucent said it would consent to a settlement enjoining the
company from future violations of the anti-fraud, reporting,
books and records and internal control provisions of the federal
securities laws.

Under the agreement in principle, the company would pay no fines
or penalties and would not be required to make any financial
restatements.  The settlement would conclude the SEC's
investigation of Lucent.

"We self reported certain revenue recognition issues to the SEC
in November and December 2000 as soon as we discovered them and
cooperated with the SEC," said Patricia Russo, chairman and CEO
of Lucent Technologies.  "We are very pleased to be able to put
this issue behind us in this manner and totally focus on moving
our business forward."

"Moving our business forward," might mean generating positive
EBITDA and earnings and restoring the balance sheet to solvency.
At December 31, 2003, the Company's balance sheet shows
liabilities exceeding assets by more than $3 billion.

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


MARINER POST-ACUTE: Has Until May 31, 2003 to Challenge Claims
--------------------------------------------------------------
The Mariner Post-Acute Network, Inc., and Mariner Health Group
Debtors have obtained further extension of their Claims
Objections Deadline through and including May 31, 2003.

The Debtors relate that they have currently resolved 23,000 of
the original 31,000 scheduled and filed claims.  To illustrate,
the Debtors report that:

     -- of the 24,036 claims in the MPAN Debtors' cases,

        No. of claims   Status
        -------------   ------
            21,224      have been resolved
             1,150      are subject of pending objections,
             1,296      were identified for potential objections
               366      are under review

     -- of the 7,217 filed and scheduled claims in the MHG
        Debtors' cases,

        No. of claims   Status
        -------------   ------
             5,933      have been resolved
               424      are subject of pending objections
               539      were identified for potential objections
               321      are under review
(Mariner Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METROMEDIA FIBER: Offering New MFN DbA Service to Customers
-----------------------------------------------------------
Metromedia Fiber Network, Inc., the leading provider of optical
communications infrastructure solutions, announced its new
database administration, management and monitoring bundled
service, MFN DbA Service. This new managed service offering
provides customers with a bundled solution that reduces the
complexity of running production databases and creates an
efficient operating environment while customers maintain control
of content.

MFN DbA Service seamlessly integrates technical infrastructure
with expert business process management for system support when
and where it is needed. The bundled offering provides
experienced troubleshooting and change management for high-
content availability and reliable infrastructure performance. By
relieving enterprise customers of the technical back-end
operations, MFN DbA Service allows an organization to focus on
the content development and analysis that drive its business.

"MFN is looking for ways to partner with enterprises and provide
the focused technical support that allows them to concentrate on
running their business without removing them from the equation,"
said John Gerdelman, president and chief executive officer of
MFN. "A key differentiator in MFN's offering is the visibility
that the system monitoring provides, allowing a view into the
network's health and available capacity to proactively manage
issues. Bundled services, like MFN DbA Service, allow us to
seamlessly support our customers behind the scenes."

"Standardization in pricing and service is an important factor
in helping take the financial guesswork out of outsourcing
services," said Andrew Schroepfer, founder and president of Tier
1 Research. "MFN's DbA service provides standardized and
affordable pricing coupled with a solution that helps customers
efficiently manage their back-end operations. With this pricing/
function combination, MFN is stepping up to the plate in the
managed services space."

MFN DbA Service bundles include 24x7 administration, management
of one server with up to two database instances, system
monitoring and simulated data transactions, 24x7 call center
support with customer escalation procedures, and reporting via
the MFN mySite Portal.

Customers also have the option to bundle MFN Data Backup and
Restore service. This option includes 250 GB of service per
month, including weekly full backups, daily incremental backups
and two restores per month. The Data Backup and Restore service
is available at MFN data centers in New York, San Jose and
Virginia.

MFN is the leading provider of optical communications
infrastructure solutions. The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers and award winning
managed services to deliver fully integrated, outsourced
communications solutions to high-end companies. The all-fiber
infrastructure enables MFN customers to share vast amounts of
information internally and externally over private networks and
a global IP backbone, creating collaborative businesses that
communicate at the speed of light.

Customers can take advantage of MFN's complete, end-to-end
solution or select individual components to complement their
existing infrastructures. By leasing MFN's metropolitan and
regional fiber, customers can create their own, private optical
network with virtually unlimited, un-metered bandwidth at a
fixed fee. For more reliable, secure and high-performance
Internet connectivity, customers can use MFN's private IP
network to communicate globally without ever touching the
public-switched network. Moreover, MFN's comprehensive managed
services enable companies to create a world-class Internet
presence, optimize complex sites and private optical networks,
and transform legacy applications, all with a single point of
contact.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York (Bankr. Case No. 02-22736). For more information on
MFN, please visit http://www.mfn.com

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


MISSISSIPPI CHEMICAL: Shuts-Down Nitrogen Facility Indefinitely
---------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPI.OB)
announced additional production changes at its Donaldsonville,
La., nitrogen complex. The facility's No. 2 ammonia plant, which
has been down since early January 2003, has been idled
indefinitely. The facility's No. 1 ammonia plant is currently
idled, but will continue to operate as swing production,
supplying ammonia as needed based on market conditions and
customer demand. Continued pressure from the natural gas
price/product price relationship has resulted in continuing
losses from this operation. These production changes should not
have an impact on the company's ability to meet customer demand.
It is the company's intent to supply ammonia to customers from
its own production and through third party purchases.

The company's Donaldsonville facilities consist of two ammonia
production plants, one urea production plant and a deep-water
port terminal on the Mississippi River. These facilities have
the capacity to produce annually approximately 1 million tons of
ammonia, with 534,000 tons of such capacity attributable to the
No. 2 ammonia plant, and 578,000 tons of urea synthesis. A
majority of the urea synthesis production was used to produce
approximately 396,000 tons of prilled urea prior to the
cessation of the prilling operation in January 2003.

Employees were notified about the operations changes at the
ammonia plants. There will be a reduction in the workforce of 24
full-time positions. On an annualized basis, approximately $1.5
million of cash fixed costs will be eliminated from the
Donaldsonville complex. Severance cost of approximately $357,000
will be accrued for these changes. Outplacement counseling and a
severance package based on length of service will be provided to
the employees. The Louisiana Works-Department of Labor will also
be assisting affected employees in job opportunities. Forty-four
employees remain at the facility to manage the port terminal
and, as market conditions dictate, operate the No. 1 ammonia
plant.

Charles O. Dunn, president and chief executive officer, said,
"The company continues to be impacted negatively by the
difficult operating environment caused by extraordinarily high
natural gas prices. It is unfortunate that we are faced with
having to make these choices, but we have to do what is
necessary for the continued well being of the company. We have
always valued our employees and will try to assist them as best
we can during their transition."

Mississippi Chemical Corporation, through its wholly owned
subsidiaries, produces and markets all three primary crop
nutrients. Nitrogen, phosphorus and potassium-based products are
produced at facilities in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded total current assets by about
$43 million.

As previously reported, Fitch Ratings affirmed Mississippi
Chemical Corporation's senior secured credit facility at 'CCC+'
and the senior unsecured notes at 'CCC-'. The ratings have been
removed from Rating Watch Negative. The Rating Outlook is
Negative.


NATIONAL CENTURY: Amedisys Sues Debtors for Breach of Contracts
---------------------------------------------------------------
Marc J. Kessler, Esq., at Hahn, Loeser & Parks, in Columbus,
Ohio, relates that the Amedisys Entities provide home health
nursing services.  The Amedisys Entities are:

     -- Amedisys, Inc.,
     -- Amedisys Home Health, Inc. of Alabama,
     -- Amedisys Home Health, Inc. of Georgia,
     -- Healthfield Services of Middle Georgia,
     -- Clinical Arts Home Care Services, Inc.,
     -- Central Home Health Care,
     -- Tugaloo Home Health Agency,
     -- North Georgia Home Health Agency,
     -- Cossa Valley Home Health,
     -- Amedisys Louisiana, LLC,
     -- Amedisys North Carolina, LLC,
     -- Amedisys Oklahoma, LLC,
     -- Amedisys Tennessee, LLC,
     -- Amedisys Home Health, Inc. of Virginia,
     -- Amedisys Northwest, LLC,
     -- Amedisys Specialized Medical Services, Inc.,
     -- Home Health of Alexandria, Inc.,
     -- Amedisys Quality Oklahoma, LLC, and
     -- Amedisys Home Health Inc. of South Carolina

The Amedisys Entities generate accounts receivables arising from
the performance of home health nursing services for its
patients. The accounts receivable relate to the payment
obligations of a variety of health maintenance organizations,
health insurance companies, Medicare and Medicaid for services
rendered by the Amedisys Entities to patients.

On December 10, 1998, each of the Amedisys Entities entered into
separate Sale and Subservicing Agreements with NPF VI and NPFS.
Pursuant to the Sale Agreements, NPF VI agreed to purchase
certain accounts receivables from the Amedisys Entities at
certain designated times.

Mr. Kessler relates that the payments received in connection
with both Purchased Receivables and Non-Purchased Receivables
were directed to designated lockbox accounts.  Also, NPF VI
established certain accounts, including a Collection Account,
with the corporate trust department of JPMorgan Chase Manhattan
Bank -- the Trustee.

NPF VI and NPFS acknowledged that certain amounts deposited in
the Collection Account relate to Non-Purchased Receivables and
that the amounts continue to be owned by the Amedisys Entities.
NPFS is obligated to the direct the Trustee to and the Trustee
is obligated to return all these amounts to Amedisys.

Mr. Kessler tells the Court that NPF VI has not made any
purchases of Purchased Receivables since April 2002.  As of
October 30, 2002, a total of $7,737,569 owned by the Amedisys
Entities relating to Non-Purchased Receivables is or should be
located in the Collection Account.

NCFE is the nation's largest purchaser of hospital, physician
and other health care receivables.  However, during at least the
last four months, NCFE and its then President and Chairman,
Lance K. Poulson's actions and NCFE's financial conditions have
been subject to criticism and scrutiny by the financial press
and markets.

In July 2002, rating agency Fitch downgraded several of NCFE's
bonds based on Fitch's dissatisfaction with the flow of
information from NCFE.  By August 2002, NCFE or Mr. Poulson were
improperly causing funds to be re-routed from cash reserves
intended to provide security for accounts receivables that go
unpaid to be used.  NCFE or Mr. Poulson caused these funds to be
used to purchase additional accounts receivables or for other
improper purposes.

By October 22, 2002, NCFE informed one of the rating's agencies,
Moody's Investor Services, of the improper misdirection of
funds. NCFE characterized its improper actions as a liquidity
problem. Hence, on October 25, 2002, Moody's downgraded NCFE's
receivable-backed securities based on concerns relating to
NCFE's financial security.

Consequently, Fitch withdrew its ratings in connection with two
NCFE securitization trusts based on NCFE and Mr. Poulson's
actions concerning the reserve accounts and insufficient
operational control.  Fitch stated that it could no longer rely
on the accuracy of information provided from NCFE.

By October 31, 2002, NCFE has defaulted on several of its bond
issues in connection with one or more of the securitization
trusts.  The NCFE Entities also have improperly transferred
amounts from one securitization trust to respond to the
obligations of the other securitization trust.

The NCFE Entities and the Trustee have repeatedly represented
that they had completed their activities necessary and have
blamed the other for failing to complete the activities
purportedly necessary to allow the return of the funds to
Amedisys.

Mr. Kessler insists that sufficient amounts have been and remain
available in the relevant accounts to return all of Amedisys'
funds to it.  On October 31, 2002, the Amedisys Entities made a
regular request that the NCFE Entities cause the Trustee to
return $3,300,000 to the Amedisys Entities. The NCFE Entities
misrepresented through electronic transfer notifications that
$3,300,000 in funding was made to Amedisys, when, in fact, no
funds were made available to Amedisys.

On October 31, 2002, NPFS Senior Officer Jim Dierker wrote to
Amedisys Chief Financial Officer Greg Browne and stated that, "I
have requested the reconciliation of the A/R balances which are
currently being performed.  I assure you that those involved are
performing the necessary computations as quickly as possible."
Despite Mr. Dierker's representation, NCFE, Mr. Poulson and the
Trustee continue to take the position that the necessary
computations and other activities necessary to return funds to
Amedisys and the Amedisys Entities have not been completed.

On November 1, 2002, Mr. Poulson forwarded a letter to Amedisys
CEO William F. Borne, in which Mr. Poulson represented that NPFS
has "processed all appropriate paperwork for Chase to act and
fund" and that the only circumstance prohibiting transfer of
funds back to Amedisys was the Trustee's failure to fund.  At
the same time, the Trustee's representatives advised Amedisys
that the funding was not available because of the NCFE Entities'
inactivity and unwillingness to fund.  Despite the repeated
representations and in violation of their contractual and
fiduciary obligations, the NCFE Entities and the Trustee have
refused and failed to return any funds to Amedisys and the
Amedisys Entities.

Now, the Amedisys Entities assert claims and damages against the
NCFE Entities on these grounds:

A. Count I -- Breach of Sale and Subservicing Agreements

     Mr. Kessler maintains that the Debtors have specifically
     breached the Sale Agreements by failing, inter alia, to
     timely and properly return funds to Amedisys and the
     Amedisys Entities, failing to properly maintain the Lockbox
     Account, failing to properly maintain a detailed accounting
     record of all deposits and withdrawals from the offset
     reserve account, improperly allocating distribution, and
     commingling funds.

     As a direct and proximate result of the failure and
     continued breaches by the NCFE Entities, Amedisys has
     suffered and will continue to suffer damages.

B. Count II -- Declaratory Judgment

     An actual controversy exists between Amedisys and the
     Trustee and the NCFE Entities as to Amedisys' rights to have
     funds returned to them under the Settlement Agreements.

     The parties have adverse legal interests of sufficient
     immediacy insofar as the collection account contains at
     least $8,000,000, which both the Trustee and NPFS have
     failed to distribute in accordance to requests made by
     Amedisys pursuant to the Settlement Agreements.

     Mr. Kessler argues that Amedisys Entities have personal
     stakes in the outcome of any declaration of rights under the
     Settlement Agreements insofar as they are the recipient of
     the proceeds from the Lockbox Accounts.

     Pursuant to the Federal Declaratory Judgment Act and Section
     2201 of the Judicial Procedures Code, Amedisys Entities are
     entitled to a declaratory judgment from the Court declaring
     that the Sale Agreements are valid and binding obligations
     of the NCFE Entities and Trustee, are in full force and
     effect; and that they are entitled to full payment from the
     Collection Account.

     The Amedisys Entities are also entitled to a declaration of
     further relief as will be necessary and proper to effectuate
     and preserve all of their rights under the Agreement and
     related documents.

C. Count III - Specific Performance

     "Amedisys Entities are entitled to specific performance of
     the Sales Agreements mandating NCFE Entities and Trustee to
     remit any and all Lockbox funds to Amedisys Entities
     immediately pursuant to the specific requests tendered to
     NCFE Entities and the Trustee on numerous occasions," Mr.
     Kessler asserts.

D. Count IV -- Breach of Fiduciary Duty

     The Trustee owes the Amedisys Entities a fiduciary duty as
     trustee under the Sale Agreements to ensure that the
     Amedisys Entities' interests and rights in accounts as to
     which the Trustee serves as trustee and its rights to
     payments and funds are adequately protected.

     Mr. Kessler contends that the Trustee breached its fiduciary
     duties to the Amedisys Entities by failing and refusing to
     take actions to ensure that Amedisys Entities received their
     funds pursuant to the funding requests that the Amedisys
     Entities repeatedly made in October and November 2002.  The
     Amedisys Entities have been damaged as a direct and
     Proximate result of the Trustee's breach of its fiduciary
     obligation.

     NCFE Entities also owe the Amedisys Entities a fiduciary
     duty pursuant to the Sale Agreements to ensure that the
     Amedisys Entities' interest and rights in all accounts,
     including the Lockbox Accounts and Collection Account are
     adequately protected.  In that premise, the NCFE Entities
     have breached their fiduciary duties to the Amedisys
     Entities by failing and refusing to take actions to ensure
     that the Trustee distributes the funds to the Amedisys
     Entities pursuant to the Sale Agreements and funding
     requests that were repeatedly made between November 1, 2002
     and November 8, 2002.

E. Count V -- Fraud

     Mr. Kessler also notes that the NCFE Entities, Mr. Poulson
     and the Trustee have repeatedly and fraudulently made
     intentional misrepresentations to the Amedisys Entities,
     including, without limitation that all the appropriate
     paperwork and other actions necessary for the release of
     funds had been or would be timely performed to Amedisys and
     that funds were not returned to Amedisys due to the actions
     or inactions of the other.  The NCFE Entities, Mr. Poulson
     and the Trustee, through their numerous fraudulent
     representations, have caused direct and significant harm to
     the Amedisys Entities.

     The representations by the NCFE Entities, Mr. Poulson and
     the Trustee were made falsely with knowledge of their
     falsity and with utter disregard and recklessness as to
     whether the statements are true or false.  Upon information
     and belief, those representations were made with the intent
     of misleading the Amedisys Entities into relying upon them.

     As a further direct and proximate result of the NCFE
     Entities' conduct, Mr. Poulson and the Trustee, the Amedisys
     Entities have and will incur attorneys' fees, litigation
     costs and other expenses.

F. Count VI -- Order for Accounting of Books and Records

     The NCFE Entities have failed and refused to perform certain
     of their obligations under the Sale Agreements, including
     prohibiting transfer of monies back to the Amedysis
     Entities, co-mingling of funds, and failing to keep a proper
     accounting as required under the Sale Agreements.

     "An accounting of the books and records of the relevant
     accounts are  necessary to preserve and protect the funds
     belonging to Amedisys," Mr. Kessler reminds the Court.

G. Count VII -- Removal of NPFS as Servicer

     NPFS has failed to perform its duties and obligations fairly
     as required under the Sale Agreements.  To avoid further
     damages to the Amedisys Entities, NPFS must be removed as
     Servicer and another Servicer be appointed.

H. Count VIII -- Conversion

     The NCFE Entities directed millions of dollars out of the
     Lockbox, Collection and other accounts to use as capital to
     finance new asset backed finance deals.  That the diversion
     of these funds was an intentional conversion of funds that
     are Amedisys' property, contrary to the Sale Agreements, and
     as a direct and proximate result, the Amedisys Entities have
     been irreparably harmed.

Thus, the Amedisys Entities ask the Court to:

     -- award them damages;

     -- declare the rights of the parties under the Sale
        Agreements and related agreements;

     -- order an accounting;

     -- remove NPFS as the Servicer under the Agreements and
        appoint a replacement Servicer under the Subservicing
        Agreements; and

     -- award them interest, reasonable attorneys' fees, and
        costs of this action. (National Century Bankruptcy News,
        Issue No. 10; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


NATIONAL STEEL: AK Steel's Bid Clears Justice Dept. HSR Review
--------------------------------------------------------------
AK Steel Corporation (NYSE:AKS) received notification from the
Federal Trade Commission Premerger Notification Office that the
antitrust agencies have closed the waiting period ahead of
schedule with regard to the company's proposed acquisition of
National Steel Corporation. As a result, AK Steel will not
receive a second request with regard to its proposed acquisition
of National Steel.

National Steel announced on February 6 that the Department of
Justice had issued a Request for Additional Information, or
second request, with regard to a proposed acquisition of
National Steel by U.S. Steel. The DOJ has been conducting a
review under the Hart-Scott-Rodino Antitrust Act of the two
competing acquisition bids for National Steel.

"We are pleased that the antitrust regulatory review of our
proposed acquisition of National Steel has closed early," said
Richard M. Wardrop, Jr., chairman and CEO of AK Steel. "We have
submitted the superior bid and we are negotiating with the
United Steelworkers of America. It is our hope that we can reach
an agreement with the union on a new contract for National
employees that is competitive and recognizes the business model
required for sustained success in the domestic steel industry,"
Mr. Wardrop said.

AK Steel and National Steel have signed an Asset Purchase
Agreement for AK Steel to acquire substantially all of the
steelmaking and finishing assets of National for $1.125 billion.
The agreement is subject to various contingencies, including the
approval of the bankruptcy court, following a formal auction
scheduled for early April. AK Steel's current bid topped a
January 29 bid from U.S. Steel of $1.050 billion, according to
AK Steel.

Of the total AK Steel bid, $200 million consists of the
assumption of certain liabilities and the remaining $925 million
would be payable to National Steel in cash, with $450 million of
that amount for net working capital.

AK Steel said it believes the acquisition would give the company
the potential to realize cost-based synergies in excess of $250
million annually. Under the purchase agreement AK Steel would
acquire National's integrated steel plants in Ecorse and River
Rouge, Michigan, and Granite City, Illinois, as well as the
Midwest finishing facility in Portage, Indiana. AK Steel will
also acquire the assets of National Steel Pellet Company in
Keewatin, Minnesota, the administrative offices in Mishawaka,
Indiana, various subsidiaries, and National's share of the
Double G joint venture in Jackson, Mississippi, as well as net
working capital related to the acquired assets.

Headquartered in Middletown, Ohio, AK Steel produces flat-rolled
carbon, stainless and electrical steel products for automotive,
appliance, construction and manufacturing markets, as well as
tubular steel products. The company operates steel producing and
finishing facilities in Ohio, Kentucky, Pennsylvania and
Indiana. Additional information about AK Steel is available on
the company's Web site at http://www.aksteel.com

National Steel, headquartered in Mishawaka, Indiana, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code in
March of 2002, but has continued to operate its facilities.
National operates steel producing and finishing facilities in
Indiana, Illinois and Michigan. More information is available on
the company's Web site at http://www.nationalsteel.com


NATIONAL WINE & SPIRITS: S&P Ratchets Corp. Credit Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on alcoholic beverage distributor National Wine & Spirits
Inc., to 'B-' from 'B+'. At the same time, Standard & Poor's
lowered its 'B' senior unsecured debt rating for the company to
'CCC+' and lowered its 'BB-' senior secured bank loan rating for
the company to 'B'. All ratings remain on CreditWatch with
negative implications where they were placed January 6, 2003.

About $115 million of total debt was outstanding at
December 31, 2002.

The rating action follows the company's recent announcement that
two suppliers, Future Brands and Canandaigua Wine Company, have
terminated the company's distribution rights of their brands in
the state of Illinois. Revenue for the affected brands from
these companies totaled about $114 million for the 12 months
ended Dec. 31, 2002, or an estimated 17% of total revenues for
fiscal year ended March 31, 2002.

This announcement follows previous announcements that the
company had not been chosen as the exclusive distributor of
Diageo brands in Illinois and had lost its distribution rights
for Pernod Ricard in Illinois.

"Standard & Poor's estimates that the amount of revenues for
these affected brands together total approximately 35% of total
revenues for the fiscal year ended March 31, 2002," said
Standard & Poor's credit analyst Nicole Delz Lynch.

The company recently announced that it has been selected for
certain distribution contracts in Indiana and Michigan,
including long-term contracts with Diageo. National Wine &
Spirits also entered into an agreement with Glazer's Wholesale
Distributors in Illinois to form a strategic partnership to
secure new business in Illinois. However, it is unclear as to
how quickly, if at all, revenues from the significant amount
of business lost in the state of Illinois can be replaced. In
addition, Standard & Poor's is concerned that there may be
further losses of distribution rights as suppliers continue to
consolidate and realign distribution of their brands with
distributors.

The ratings could be lowered further if more distribution rights
are lost, or if the announced lost revenues cannot be replaced
in a timely manner.

Standard & Poor's will meet with management to discuss the
financial impact of the lost business in Illinois and the
prospects of replacing this lost revenue.

Indianapolis, Indiana-based National Wine & Spirits is currently
one of the leading distributors of alcohol beverages in the
U.S., serving more than 36,000 retail customers across Indiana,
Illinois, Michigan, and Kentucky.


NATIONSRENT INC: Court Approves Noteholder Solicitation Protocol
----------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained permission
from the Court to implement these special procedures for the
distribution of the Solicitation Packages and tabulation of
votes with respect to the Noteholders' Old Senior Subordinated
Note Claims:

     1. The Debtors will mail the Solicitation Package by first
        class mail, postage prepaid, to:

          (i) each holder of record of the Old Senior
              Subordinated Notes as of the Record Date that hold
              the notes in their own name -- rather than in
              street name as a Master Ballot Agent for Beneficial
              Owners; and

         (ii) each Master Ballot Agent for distribution to
              Beneficial Owners as of the Record Date;

     2. To facilitate the transmittal of the Solicitation
        Packages to the Individual Record Holders and Beneficial
        Owners of Old Senior Subordinated Notes, the Debtors will
        require the Indenture Trustee to provide the Record
        Holder Register, Master Ballot Agent Register and the
        accompanying mailing labels within three business days
        after the Record Date;

     3. The Debtors or their agent will send each Individual
        Record Holder a Solicitation Package containing a Form A
        Individual Ballot.  The Form A Individual Ballot must be
        completed and returned to Logan & Company before the
        Voting Deadline;

     4. Upon receipt of the Master Ballot Agent Register, Logan
        will:

          (i) contact each Master Ballot Agent to determine the
              number of Solicitation Packages the Master Ballot
              Agent needs for distribution to the applicable
              Beneficial Owners for whom the Master Ballot Agent
              performs services; and

         (ii) deliver to each Master Ballot Agent a Master Ballot
              and the requisite number of Solicitation Packages
              with Form B Individual Ballots;

     5. Master Ballot Agents will distribute the Solicitation
        Packages they receive as promptly as possible to the
        Beneficial Owners.  To obtain the votes of the Beneficial
        Owners, the Master Ballot Agents will include as part of
        each Solicitation Package sent to a Beneficial Owner a
        Form B Individual Ballot and a return envelope provided
        by and addressed to the Master Ballot Agent.  The
        Beneficial Owners then must return the Form B Individual
        Ballots to the Master Ballot Agent.  Upon receipt of the
        completed Form B Individual Ballots from the Beneficial
        Owners, the Master Ballot Agent will summarize the votes
        of its Beneficial Owners.  The Master Ballot Agent must
        return the Master Ballot to Logan so as to be received
        before the Voting Deadline;

     6. The Debtors will serve a copy of the order approving the
        Solicitation Procedures to:

          (i) the Indenture Trustee;

         (ii) each known entity that is serving as a Master
              Ballot Agent; and

        (iii) ADP Proxy Services, which is an intermediary that
              processes voting materials for many brokerage firms
              and banks.

        Upon written request, the Debtors will reimburse these
        entities or their agents in accordance with customary
        procedures for their reasonable, actual and necessary
        out-of-pocket expenses incurred in performing their
        required tasks.  No other fees, commissions or other
        remuneration will be payable to any Master Ballot Agent -
        - or their agents or intermediaries -- in connection with
        the distribution of the Solicitation Packages to the
        Beneficial Owners or the completion of Master Ballots;

     7. With respect to the tabulation of Ballots cast by the
        Individual Record Holders and Beneficial Owners of Old
        Senior Subordinated Notes, these procedures will apply:

        -- All Master Ballot Agents will be required to retain
           the Form B Individual Ballots cast by their Beneficial
           Owners for inspection for a period of one year after
           the Voting Deadline;

        -- Logan will compare (i) the votes cast by the
           Individual Record Holders and Beneficial Owners to
           (ii) the Record Holder Register and the Master Ballot
           Agent Register:

           (a) The votes submitted by an Individual Record Holder
               on a Form A Individual Ballot will not be counted
               in excess of the record position in the Old Senior
               Subordinated Notes for that particular Individual
               Record Holder, as identified on the Record Holder
               Register;

           (b) The votes submitted by a Master Ballot Agent on a
               Master Ballot will not be counted in excess of the
               aggregate position in the Old Senior Subordinated
               Notes of the Beneficial Owners for whom the Master
               Ballot Agent provides services, as identified in
               the Master Ballot Agent Register; and

           (c) The submission of a Form A Individual Ballot or a
               Master Ballot reflecting an aggregate amount of
               voting claims that exceeds the record position as
               identified on the Record Holder Register or the
               aggregate position identified on the Master Ballot
               Agent Register, will be referred to as an
               "overvote";

        -- To the extent that a Form A Individual Ballot
           submitted by an Individual Record Holder contains an
           overvote or otherwise conflicts with the Record Holder
           Register, Logan will tabulate the Individual Record
           Holder's vote to accept or reject the Plan based on
           the information contained in the Record Holder
           Register;

        -- To the extent that a Master Ballot contains an
           overvote or votes that otherwise conflict with the
           Master Ballot Agent Register, Logan will attempt to
           resolve the overvote or conflicting vote before the
           Voting Deadline;

        -- If the overvote or conflicting vote on a Master Ballot
           is not reconciled before the Voting Deadline, Logan
           will:

           (a) calculate the percentage of the total stated
               amount of the Master Ballot voted by each
               Beneficial Owner;

           (b) multiply such the for each Beneficial Owner by the
               amount of aggregate holdings for the applicable
               Master Ballot Agent identified on the Master
               Ballot Agent Register; and

           (c) will tabulate the plan votes based on the result
               of this calculation.

           The Debtors reserve the right to challenge the
           appropriateness of this calculation in any given case
           by seeking a determination of the Court within three
           business days after Logan certifies the final voting
           results;

        -- A single Master Ballot Agent may complete and deliver
           to Logan multiple Master Ballots summarizing the votes
           of the Beneficial Owners of Old Senior Subordinated
           Notes.  The votes reflected on multiple Master Ballots
           will be counted -- except to the extent that they are
           duplicative of other Master Ballots.  If two or more
           Master Ballots are inconsistent, the latest dated
           Master Ballot received before the Voting Deadline will
           supersede and revoke any prior Master Ballot; and

        -- The tabulation of votes by the Individual Record
           Holders and Beneficial Holders is further subject to
           Tabulation Rules the Debtors seek to implement.
           (NationsRent Bankruptcy News, Issue No. 27; Bankruptcy
           Creditors' Service, Inc., 609/392-0900)


NBO SYSTEMS INC: Company's Ability to Meet Obligations Uncertain
----------------------------------------------------------------
NBO Systems Inc., generated net losses of $226,453 and
$1,747,698 for the three and nine month periods ended December
31, 2002, respectively, and net losses since inception (June 23,
1994) of $25,466,589 as of December 31, 2002. The Company's
current liabilities exceed its current assets by $4,834,704 as
of December 31, 2002. The Company's continuation as a going
concern is dependent on its ability to meet its obligations, to
obtain additional financing as may be required and ultimately to
attain profitability. Although the revenue sources available to
the Company as a result of the new multi-year exclusive
agreements entered into are expected to be significant,
management intends to continue the pursuit of additional debt or
equity financing until revenue sources are sufficient to meet
the Company's on-going operational expenses.

The Company's primary business is to provide comprehensive gift
certificate and gift card programs to shopping mall managers and
non-mall retailers. The Company provides shopping mall managers
with a gift certificate/gift card product that is accepted and
redeemable at all mall stores and administers the entire program
including accounting, banking, and complying with escheatment
regulations. The shopping mall program was initiated in October
of 1998 and currently includes malls managed by The Rouse
Company, Urban Retail Properties, Inc., JP Realty, Inc., General
Growth Properties, Westfield America Trust, CBL & Associates
Properties, Inc., Bayer Properties, Inc., Prime Retail, Inc.,
Konover Property, as well as independently operated properties.
In addition, the Company provides all Call Center and Internet
Fulfillment of gift  certificates/cards for ValueLink clients, a
subsidiary of First Data Corp, and Darden Restaurants, Inc., a
subsidiary of General Mills Restaurant, Inc., the largest casual
dining restaurant company in the world.  Darden concepts include
over 1,100 Red Lobster, Olive Garden, Bahama Breeze, and Smokey
Bones restaurants in North America.

The Company is in the process of soliciting, negotiating, and
finalizing additional relationships with other national retail
chains and retail outlets that typically have store locations in
malls and shopping districts across the United States.


NETWOLVES: Capital Resources Insufficient to Fund Operations
------------------------------------------------------------
NetWolves Corporation and its subsidiaries, NetWolves
Technologies Corporation, Norstan Network Services, Inc.,
ComputerCOP Corporation and its majority owned TSG Global
Education Web, Inc., collectively make up the Company.

NWT designs, develops, assembles and sells Internet
infrastructure security platforms, coupled with network  based
management services, designed to significantly reduce the up-
front and ongoing costs associated with small, medium and remote
offices' global Internet access.  NNSI provides ultiple source
data and voice  services and related consulting and professional
services throughout the United States.  TSG provides  management
and consulting services to the automotive industry.  Effective
August 31, 2002, the Company ceased all operations of
ComputerCOP, terminated all remaining employees of ComputerCOP
and subleased a majority of the space previously occupied by
ComputerCOP.

Historically, the Company's has experienced significant
recurring net operating losses as well as negative  cash flows
from operations.  The Company's main source of liquidity has
been equity financing which is used to fund losses from
operating activities.  From July 1, 2002 to date, the Company
has raised,  exclusive of commissions, approximately $6.5
million from the sale of its preferred stock, of which
approximately $1.7 million was raised subsequent to December 31,
2002. While approximately $3 million of the proceeds was
utilized to purchase the outstanding capital stock of NNSI, the
remainder of the proceeds has been and will continue to be
utilized to fund ongoing operations as well as provide
substantial payment of the $3.75 million note payable due to
Norstan, Inc. on July 9, 2002. The note is collateralized by the
common stock of NNSI.

The Company will continue to utilize cash generated from its
Telecommunications segment to fund the operations of its other
segments and is seeking to raise additional monies from the sale
of its capital  stock and/or obtain debt financing to meet its
funding needs over the next 12 months.  Additionally, management
has instituted cost saving measures over the past 12 months
intended to reduce its overhead expenses, most notably, a
reduction of staffing within its Technology segment and its
discontinued ComputerCOP operations, aggregating approximately
$2.5 million in annual salaries and related benefits.

Currently, the Company does not have sufficient capital
resources to fund operations for a period of 12 months from the
filing of its most current financial report and there can be no
assurance that the Company  will obtain sufficient capital to
finance its operations.  If the Company is unable to raise
sufficient  funding to sustain its operations, it will curtail
the operations of certain business segments.  However, even if
the Company does raise sufficient operating capital, there can
be no assurances that the net proceeds will be sufficient to
enable it to develop its business to a level where it will
generate profits and cash flows from operations.  Due to the
factors listed, these matters raise substantial doubt about the
Company's ability to continue as a going concern, as noted in
the report of independent certified public accountants dated
October 9, 2002 for the fiscal year ended June 30, 2002.


NEXTEL PARTNERS: Exceeds Expectations With Strong 2002 Results
--------------------------------------------------------------
Nextel Partners, Inc., (Nasdaq:NXTP) reported strong financial
results for 2002 including $2.6 million of EBITDA (as adjusted
to exclude stock-based compensation and gain on early retirement
of debt; see note 2 in the attached supplemental schedules), an
$87.5 million increase over the prior year's EBITDA loss of
$84.9 million.

For the fourth quarter, EBITDA was $18.4 million, an increase of
134% over the third quarter of 2002. During the fourth quarter,
Partners retired approximately $37 million of debt. Including
2003 transactions, total debt retirements to date amount to
approximately $45 million. Service revenues grew 78% over the
prior year to $646.2 million, and were $190.6 million in the
fourth quarter of 2002, a 64% increase over the prior year's
fourth quarter. Net loss decreased from $287.7 million in 2001
to $282.5 million in 2002 and from $78.2 million in the fourth
quarter of 2001 to $52.9 million in the fourth quarter of 2002.

Partners ended the year with 877,800 digital subscribers, an
increase of 70% or 361,900 over the 515,900 subscribers at the
end of 2001, and an increase of 93,100 from the 784,700
subscribers at the end of the third quarter. Average monthly
revenue per subscriber unit, or ARPU, remained among the highest
in the wireless industry at $68 for both the year and the fourth
quarter. Taking into account roaming revenues, ARPU was $78 for
the full year and $77 for the fourth quarter. The average
monthly churn rate for both the year and the fourth quarter was
1.6%, which is believed to be the best in the wireless industry.

"2002 was a landmark year for Partners as we turned EBITDA
positive mid-year and sustained the momentum to make it our
first full year of positive EBITDA -- one year earlier than we
had initially expected," said John Chapple, Partners' Chairman,
CEO and President. "Our success was powered by our balanced
growth strategy -- targeting the best wireless customers in the
marketplace with our differentiated service and retaining them
by striving for 100% satisfaction. As a result, service revenues
grew 78% on 70% customer growth, and our metrics imply a
lifetime revenue per subscriber of $4,250, which is the highest
in the industry."

"Partners achieved higher than expected subscriber growth in a
challenging environment, yet consistently posted sequential
improvement in EBITDA throughout the year -- demonstrating the
extent of the scaling of our operations," said John Thompson,
Partners' Chief Financial Officer and Treasurer. "Partners
constructed cell sites more efficiently during the year, adding
more sites than initially planned while also driving lower than
expected capital expenditures for the year. In 2003, we plan to
build on this progress to drive for even greater capital and
operating efficiencies. Partners also has opportunistically
strengthened its balance sheet through recent de-leveraging
activities. Our total debt retirements to date of $45 million
will enable the company to avoid payments of approximately $78
million in principal and interest over the life of these
securities, further improving our strong liquidity profile."

Consolidated net loss per share attributable to common
stockholders for 2002 was $1.17 for the year and $0.22 for the
fourth quarter compared to $1.20 and $0.33 for the same periods
in 2001, respectively. In accordance with SFAS 142, Partners
ceased amortizing its FCC operating licenses in 2002. Included
in Partners' 2001 net loss was $5.1 million in FCC operating
license amortization expense.

In the fourth quarter of 2002, Partners retired $37 million in
principal amount of its outstanding debt. To date, Partners has
retired a total of $45 million in principal amount of debt in
exchange for approximately 5 million newly issued shares of
Class A common stock. From time to time as it deems appropriate,
Partners may enter into similar transactions which may be
material.

Capital expenditures for the full year 2002, excluding
capitalized interest, were $250.8 million in 2002 -- down 33%
from 2001 capital expenditures of $374.0 million. Partners added
529 cell sites to its network in 2002, bringing the total number
of sites to 3,317 at year-end. During the fourth quarter,
capital expenditures, excluding capitalized interest, were $47.4
million and Partners added 110 cell sites to its network.

Nextel Partners, Inc. (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless
communications services using the Nextel brand name in 31 states
where approximately 52 million people reside. Nextel Partners
offers its customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(R) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 197 of the top 200 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com To
learn more about Nextel's services, visit http://www.nextel.com

Nextel Partners' 12.500% bonds due 2009 (NXTP09USR2) are trading
at about 80 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NXTP09USR2
for real-time bond pricing.


NOVEX SYSTEMS: Auditors Doubt Ability to Continue Operations
------------------------------------------------------------
Effective February 1, 2003, Novex Systems International entered
into an exclusive licensing agreement with C.G.M. Incorporated.
CGM is a Pennsylvania-based manufacturer of construction
chemicals and products for over 37 years, and will be producing,
shipping and invoicing customers for sales of product using
Novex's trade names. CGM will be paying royalties to Novex on a
monthly basis that will be based on the previous month's sales
and a pre-determined percentage of each sale. The average
anticipated monthly royalty will be 20% of net sales, which is
defined in the agreement as the gross amount of the invoice,
less any out-going freight to ship the order, rebate allowances,
payment discounts and damaged goods. Novex will continue to take
orders from its customers and provide additional marketing
services in conjunction with CGM to increase sales of products
sold under Novex's trade names, which in return will increase
the monthly royalty payments to Novex.

Novex has closed its plant and terminated all its employee
except for two persons who will continue to handle customers and
accounting functions, respectively and Novex's president who
will continue to be responsible for sales and marketing,
interfacing with CGM and seeking additional acquisitions of
businesses and product lines that would be compatible with the
distribution channels that Novex's currently serves. Novex has
listed for sale its real property located in Clifton, New Jersey
at a price of $1,450,000. Novex  anticipated that the court
overseeing the litigation with Novex's former bank, Dime
Commercial Corp., would issue a final ruling on the matter by
February 15, 2003. Dime is claiming that approximately
$1,250,000 is owed them and Novex has asked the court to rule
that only $1,050,000 is due and owing. In either event, Novex
believes that its real property will be sold for sufficient
value to enable Novex to pay the full amount of the final
judgment, which will terminate the litigation and enable Novex
to focus on the development of its business.

In the six month period ended November 30, 2002, Novex had net
sales of $860,298 versus $1,179,554 in the corresponding six
month period in 2001. Cost of goods sold in this period was
$599,166 which generated a gross margin of 30%, versus 43% in
2001. Novex incurred general and administrative costs of
$530,556 which resulted in a loss from operations of $269,424 in
this period. In this period, Novex incurred $157,043 in interest
expense. In the six month period ending November 30, 2002, the
Company's operating loss before interest, taxes, depreciation
and amortization (EBITDA) was $201,617 versus a loss of $161,414
in the same six month period in 2001. The decrease in sales
during this period was due to poor cash flow which inhibited the
Company's ability to obtain raw materials and to ship pending
orders within a reasonable time of receiving the order. Pending
orders as of November 30, 2002 were $130,000.

On November 30, 2002, Novex had $510,303 in current assets which
consisted primarily of inventory of $145,271 and accounts
receivable of $350,059. The Company's property, plant and
equipment was $1,195,155 net of accumulated depreciation of
$244,524, goodwill of $604,058, and net of accumulated
amortization of $153,648.

The Company has suffered from recurring losses from operations,
including the net loss of $275,995 for the six months ended
November 30, 2002, and had a negative working capital and
shareholder deficiency as of November 30, 2002. The Company is
also in default of its bank lines of credit and in arrears with
paying payroll taxes. These factors raise substantial doubt as
to the Company's ability to continue as a going concern.


NUTRITIONAL SOURCING: Delaware Court Fixes April 11 Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware schedules
the last date by which all creditors of Nutritional Sourcing
Corporation must file their proofs of claim.  The Court fixes
April 11, 2003, as the Claims Bar Date, otherwise, creditors who
fail to file their proofs of claim on that date will be forever
barred from asserting their claims.

Creditors who need not file a proof of claim on the Bar Date are
those:

      a) who has already properly filed a proof of claim with the
         Clerk of the Court in a manner required by Bankruptcy
         Rules 3003(c) and 9009; and

      b) whose claim is not listed on the Debtor's Schedules as
         "disputed," "contingent," or "unliquidated."

All proofs of claim, to be deemed timely-filed, must be received
on or before 4:00 p.m. of the Bar Date by:

      United States Bankruptcy Court District of Delaware
      In re Nutritional Sourcing Corporation, Claims Processing
      824 Market Street, 5th Floor
      Wilmington, Delaware 19801
      Attn: Mr. David Bird, Clerk of Court

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 involuntary petition.


OCEAN ENERGY: Fitch Affirms Sr. Subordinated Debt Rating at BB
--------------------------------------------------------------
Fitch Ratings has affirmed Ocean Energy, Inc.'s senior unsecured
debt rating at 'BBB-' and its senior subordinated debt at 'BB'
after the announcement that Devon Energy is purchasing Ocean in
a stock for stock transaction. The rating action affects
approximately $1.4 billion of Ocean's publicly rated debt. The
Rating Outlook is now Stable.

The affirmation follows Feb. 24's announcement that Ocean is
being bought by Devon in $5.3 billion transaction that includes
the assumption of approximately $1.8 billion in adjusted Ocean
debt. The agreement calls for Ocean shareholders to receive .414
shares of Devon common stock for each share of Ocean common.
Based on closing values yesterday, the total value of the stock
to be issued is approximately $3.5 billion. The affirmation is
based upon the affirmation of Devon Energy's debt ratings and
the probability that Devon will assume but not guarantee the
debt of Ocean. Consequently, Fitch is maintaining a one notch
differential between the senior unsecured ratings of Devon 'BBB'
and Ocean 'BBB-'.


ONEIDA LTD: Violates Net Worth Covenant Under Credit Agreement
--------------------------------------------------------------
Oneida Ltd., (NYSE:OCQ) announced operating results for the
fiscal fourth quarter and year ended January 25, 2003, including
an increase in fourth quarter sales and major reductions in
inventory and debt during the quarter.

Sales for the fourth quarter of the fiscal year ended January
2003 were $ 129.7 million, up from $ 124.5 million in the fourth
quarter of the fiscal year ended January 2002. Earnings for the
quarter totaled $ 0.18 per share, with net income of $ 3.1
million. The results included a reduction in the effective tax
rate arising primarily from the resolution of matters for which
amounts had previously been accrued, which contributed $ 0.11
per share to the earnings. For the same period a year ago,
restated quarterly earnings excluding income from marketable
securities were $ 0.05 per share with net income of $ 0.8
million, while total restated earnings for the quarter were $
0.36 per share with net income of $ 5.9 million.

For the fiscal year ended January 2003, sales totaled $ 480.1
million compared to $ 499.2 million in the fiscal year ended
January 2002. Earnings for the year ended January 2003 were $
0.55 per share with net income of $ 9.2 million; these results
included miscellaneous income recorded as $1.6 million, or $
0.10 per share, primarily representing income from insurance
proceeds. In the year ended January 2002, earnings excluding
marketable securities income were $ 0.11 per share with net
income of $1.9 million, while total earnings for the year ended
January 2002 were $0.42 per share with net income of $7.0
million.

                      Sales & Balance Sheet
                    Reflect Key Improvements

Oneida achieved major improvements in its balance sheet during
the fourth quarter. Debt was reduced by $ 21 million from the
end of the third quarter and by $ 38 million from the end of the
fiscal year ended January 2002. Inventories were reduced by $ 14
million from the end of the third quarter.

"We were pleased to post improved fourth quarter sales and also
achieve substantial gains on our balance sheet, considering the
difficult conditions that we continue to encounter due to the
weak economy and declining consumer confidence," said Peter J.
Kallet, Oneida Chairman and Chief Executive Officer. "Our fourth
quarter sales increase resulted from all of our divisions
achieving or surpassing their budgeted goals. In particular, our
higher-end bridal flatware showed continued growth throughout
the year, while our foodservice unit began to show improvement
in the second half of the year both in hotels and in chain
restaurants."

                      Continued Emphasis On
                   Internal Strengths In 2003

"Our reductions in inventory and debt reflected our continued
success in executing our balance sheet initiatives, even in the
face of the poor economic conditions that existed in the latter
half of our fiscal year," Mr. Kallet added. "These efforts are
keeping us on pace with our long-term commitment to reduce our
internal costs and improve our efficiencies and cash flow.

"Given the uncertain economic environment coupled with current
world events, projections for our 2003 performance are
difficult, and thus we are planning conservatively," Mr. Kallet
observed. "However, we will be actively seeking to gain market
share within all of our divisions, which is attainable thanks to
our strong product offerings as well as our significant brand
awareness."

                    Violates Net Worth Covenant

In the fourth quarter Oneida recorded a charge to equity in the
amount of $4.0 million after tax, in order to record a minimum
pension liability under Financial Accounting Standard No. 87.
The recording of this charge resulted in the company not being
in compliance with the net worth covenant in its credit
agreement.  The company is in the process of securing a waiver
for this matter from its lenders, and expects to have the waiver
shortly.  That lending consortium -- according to information
obtained from http://www.LoanDataSource-- consists of The Chase
Manhattan Bank (nka JPMorgan Chase), Bank of America, N.A.,
Fleet National Bank, HSBC Bank, USA, Manufacturers and Traders
Trust Company, The Bank of Nova Scotia, European American Bank,
and Banca Nazionale del Lavoro.

Oneida Ltd., is a leading manufacturer and marketer of flatware
and dinnerware for both the consumer and foodservice industries
worldwide. Oneida also is a leading marketer of a variety of
crystal, glassware and metal serveware for those industries.


ORBITAL SCIENCES: Reports Strong Operating Results for Q4 2002
--------------------------------------------------------------
Orbital Sciences Corporation (NYSE: ORB) announced financial
results for the fourth quarter and full year 2002, reporting
significant improvements in revenue and operating income
relative to comparable periods in 2001. For the fourth quarter
of 2002, the company generated revenues of $160.7 million, up
33% over fourth quarter 2001 revenues of $120.9 million. Orbital
reported fourth quarter 2002 operating income of $10.8 million
compared to a fourth quarter 2001 operating loss of $23.0
million. The company's net income from continuing operations for
the fourth quarter of 2002 was $5.2 million, compared to a loss
from continuing operations of $31.5 million in the fourth
quarter of 2001.

For the full year, the company reported 2002 revenues of $551.6
million, an increase of 33% over the full year 2001 period.
Orbital reported full year operating income of $29.0 million and
net income from continuing operations of $13.7 million. These
results compare to full year 2001 revenues of $415.2 million, an
operating loss of $53.0 million, and a net loss from continuing
operations of $95.6 million. Orbital reported net income of $0.8
million for the full year 2002, which included a $13.8 million
goodwill impairment charge, related to the company's electronic
systems segment. This charge was recorded as a cumulative effect
of a change in accounting resulting from the adoption of a new
accounting standard, SFAS No. 142. Net income in 2002 also
included $0.9 million in favorable adjustments related to
previously discontinued operations.

"Last year was a very productive one for the company," said Mr.
David W. Thompson, Orbital's Chairman and Chief Executive
Officer. "In 2002, Orbital substantially completed the strategic
refocusing and financial turnaround that the company began in
2000. We effectively executed all the major operational and
financial elements of our strategy to achieve profitable growth
in the company's satellite and launch vehicle businesses."

                             Revenues

Orbital's fourth quarter revenues rose 33%, from $120.9 million
in the fourth quarter of 2001 to $160.7 million in the fourth
quarter of 2002. The increase was driven primarily by growth in
the company's launch vehicle and satellite manufacturing
segments, together with a small increase in its electronic
systems segment. The increase in launch vehicle revenues in 2002
is largely due to Orbital's work on the missile defense boost
vehicle program under a multi-year contract with The Boeing
Company. This contract contributed $38.8 million of revenues in
the fourth quarter of 2002. The fourth quarter of 2001 included
a nonrecurring $13.0 million favorable revenue and net income
adjustment in the advanced programs unit related to the
settlement and close out of the X-34 contract, which was
terminated for convenience by NASA in the first quarter of 2001.
The increase in the company's satellite manufacturing revenues
is primarily attributable to production work on a new scientific
satellite program that began in 2002.

Orbital's full year 2002 revenues were $551.6 million, a 33%
increase over 2001 revenues of $415.2 million. The year-over-
year revenue increase is primarily attributable to the strong
growth in the company's launch vehicle and satellite segments,
while electronic systems segment revenues were flat. Launch
vehicle revenues in 2002 included $119.4 million contributed by
the company's missile defense boost vehicle program for Boeing.
As discussed above, 2001 revenues included a favorable $13.0
million nonrecurring contract settlement adjustment. The
increase in the company's full year 2002 satellite manufacturing
revenues is primarily attributable to increased revenues from
geosynchronous (GEO) communications satellites, revenues from a
new scientific satellite program and growth in the company's
space-related technical services.

                        Operating Income

Orbital generated fourth quarter 2002 operating income of $10.8
million, a $33.8 million increase over the same period last
year. This increase is primarily attributable to a strong
improvement in the company's satellite manufacturing segment
partially offset by lower results for the company's launch
vehicle and advanced programs segment.

Operating income for the company's launch vehicles and advanced
programs segment declined by $3.3 million in the fourth quarter
of 2002 as compared to the fourth quarter 2001. As mentioned
above, operating income for the fourth quarter of 2001 was
favorably impacted by the $13.0 million X-34 program settlement.
Excluding this nonrecurring item, operating income for the
fourth quarter of 2002 increased by $9.7 million compared to the
same period in 2001. This improvement is primarily related to
operating income from the missile defense boost vehicle program
in 2002 and the absence of certain nonrecurring charges recorded
in 2001.

The company's satellite and related space systems segment
reported a $36.4 million improvement in operating income in the
fourth quarter of 2002 as compared to the fourth quarter of
2001. This improvement was primarily driven by improved results
in the company's scientific satellite programs, as well as the
absence of a $20.7 million charge taken in the fourth quarter of
2001 to accrue for the costs to complete the OrbView-3
satellite. Fourth quarter 2001 operating results for this
segment also included a $3.0 million litigation settlement
charge and $0.8 million of goodwill amortization.

For the full year 2002, Orbital reported $29.0 million of
operating income, an $82.0 million improvement over 2001. The
improved operating results were driven by strong performance in
the company's launch vehicle and satellite manufacturing
segments in addition to the absence of certain corporate general
and administrative charges recorded in 2001, partially offset by
lower results from the company's electronic systems segment.

For the full year 2002, operating income for the launch vehicles
and advanced programs segment increased by $6.3 million.
Excluding the $13.0 million X-34 settlement discussed above,
operating income for this segment increased by $19.3 million.
This improvement is primarily related to the missile defense
boost vehicle program in 2002 and the absence of certain
nonrecurring charges recorded in 2001.

The satellite and related space systems segment reported a $56.7
million improvement in full year 2002 operating income. This
improvement was due primarily to a reduction in operating losses
in connection with certain geosynchronous satellite programs, in
addition to the previously mentioned $20.7 million charge in the
fourth quarter of 2001 related to the OrbView-3 satellite. Full
year 2001 results also included the previously noted $3.0
million litigation settlement charge and goodwill amortization
of $3.2 million.

                Income from Continuing Operations

Orbital's income from continuing operations for the fourth
quarter of 2002 was $5.3 million, a $36.7 million improvement
over the fourth quarter of 2001. This improvement was due to
significantly higher operating income in 2002 and the absence of
the company's allocated share of losses in affiliates which
totaled $6.5 million in last year's fourth quarter, partially
offset by higher interest expense in 2002.

For the full year 2002, income from continuing operations
increased to $13.7 million compared to a $95.6 million loss in
2001. This increase was primarily driven by improved operating
income and lower interest expense in 2002, in addition to the
absence of the company's allocated share of losses in
affiliates, which totaled $26.5 million in 2001.

Total interest expense in the fourth quarter of 2002 was $6.0
million as compared to $2.8 million in the fourth quarter of
2001. These amounts include $1.7 million and $0.2 million of
amortization of debt issuance costs and debt discount in 2002
and 2001, respectively. The amortization in the fourth quarter
of 2002 includes $1.0 million of amortization of debt discount
related to the $135 million notes issued in August 2002.
Excluding the amortization of debt issue costs and debt
discount, interest expense increased $1.7 million primarily as a
result of higher interest rates and higher borrowings for the
company in the fourth quarter of 2002 as compared to 2001.

Total interest expense for the full year 2002 was $17.4 million
as compared to $21.7 million in 2001. These amounts include $4.5
million and $3.5 million of amortization of debt issuance costs
and debt discount in 2002 and 2001, respectively. The 2002
amortization includes $1.4 million of amortization of debt
discount related to the notes issued in August 2002. Excluding
amortization of debt issuance costs and debt discount, full year
interest expense decreased $5.2 million, primarily as a result
of one-time fees incurred in 2001 related to the company's prior
credit facilities and lower borrowings in 2002 partially offset
by the impact of higher interest rates for the company in 2002
as compared to 2001.

                           Net Income

Orbital's net income for the fourth quarter of 2002 was $5.2
million, as compared to a net loss of $31.7 million in the
fourth quarter of 2001. This improvement is primarily
attributable to the increase in income from continuing
operations as discussed above.

Net income for the full year 2002 was $0.8 million, as compared
to $19.0 million for full year 2001. The decrease in full year
net income is attributable to the $109.3 million increase in
income from continuing operations as discussed above offset by
the impact of certain significant nonrecurring factors in both
2001 and 2002. Net income for 2002 included $13.7 million income
from continuing operations in addition to $0.9 million of income
related to previously discontinued operations, offset by a $13.8
million goodwill impairment charge. The goodwill impairment
charge was related to the company's electronic systems segment,
and was recorded as a cumulative effect of a change in
accounting resulting from the adoption of a new accounting
standard, SFAS No. 142. Net income for 2001 included a $95.6
million loss from continuing operations and $114.6 million of
income from discontinued operations.

                 Cash Flow and Liquidity Status

As of December 31, 2002, Orbital's unrestricted cash balance was
$43.4 million. The company had negative free cash flow (defined
as cash flow from operating activities, including interest, less
capital expenditures) of $7.0 million in the fourth quarter of
2002 and $44.2 million for the full year 2002, both of which
were better than planned. The full-year negative cash flow was
primarily attributable to the repayment in the first half of
2002 of approximately $50.0 million in vendor financing that was
outstanding as of the end of 2001.

In August 2002, Orbital closed a private sale of $135.0 million
in 12% second-priority secured notes due in 2006 and 135,000
warrants to purchase 16.5 million shares of common stock. The
company used the net proceeds to retire its $100.0 million
convertible bonds that were due in October 2002, as well as to
repay a $25.0 million term loan.

The warrants were recorded as a $24.4 million increase to equity
and a corresponding discount to the notes based on their initial
fair value. This discount is being amortized as non-cash
interest expense over the four-year term of the notes. As of
year-end 2002, the debt balance of the new notes was $112.0
million, net of unamortized discount. The remaining $4.7 million
of outstanding debt related to equipment financings.

                          ORBIMAGE Update

In February 2003, the U.S. Bankruptcy Court for the Eastern
District of Virginia approved a settlement agreement among
ORBIMAGE, its unsecured creditors committee, Orbital and two
officers/directors of Orbital. The effectiveness of the
agreement remains subject to the receipt by Orbital of releases
from 75% of ORBIMAGE's bondholders, which is expected to occur
by February 28, 2003. Under the settlement agreement, the
parties have agreed to cease the litigation that was pending in
the Bankruptcy Court and to provide each other with mutual
releases of all claims effective upon launch of the OrbView-3
satellite by Orbital and concurrent payment by Orbital of $2.5
million to ORBIMAGE. The OrbView-3 satellite is currently
scheduled to be launched in late April 2003.

                     New Business Highlights

During the fourth quarter, Orbital received approximately $60
million in new orders, bringing total 2002 new bookings to $1.37
billion. The full-year new orders included approximately $810
million in firm orders and $560 million in contract options,
taking into account options that were exercised during the year.
At December 31, 2002, the company's firm backlog was
approximately $820 million and its total backlog (including
options, indefinite-quantity contracts and undefinitized orders)
was approximately $2.46 billion.

Not reflected in the above figures are awards received since the
beginning of 2003, including a contract from the U.S. Air Force
for space launch and missile defense target vehicles with a
potential total value up to $475 million over the next 10 years.

                     Operational Highlights

Orbital carried out 12 space missions with 100% mission
reliability in 2002, including three successful missions in the
fourth quarter. The past year's rocket launches included nine
target rockets and related technology vehicles for the U.S.
Missile Defense Agency (MDA) and the military services, as well
as one space launch for NASA. The company also successfully
completed two satellite and related space systems missions in
2002, one of which involved the inaugural deployment of
Orbital's Star-2 geosynchronous spacecraft platform.

In addition, the company has conducted three successful space
missions so far in 2003, including a Pegasus space launch and a
scientific satellite deployment for NASA, and the first flight
of its missile defense interceptor booster for Boeing and MDA.
At this time, Orbital plans to carry out another 14 to 16 major
space missions, consisting of four more satellite deployments
and 10 to 12 additional rocket launches, during the remainder of
2003.

Orbital develops and manufactures small space systems for
commercial, civil government and military customers. The
company's primary products are spacecraft and launch vehicles,
including low-orbit, geostationary and planetary spacecraft for
communications, remote sensing and scientific missions; ground-
and air-launched rockets that deliver satellites into orbit; and
missile defense boosters that are used as interceptor and target
vehicles. Orbital also offers space-related technical services
to government agencies and develops and builds satellite-based
transportation management systems for public transit agencies
and private vehicle fleet operators.

Certain financial and other statistical information may be
provided by the company during the earnings conference call. A
transcript of the call will be available within 48 hours on
Orbital's Web site at http://www.orbital.com/Investor

                       *     *     *

As previously reported, Standard & Poor's raised its corporate
credit rating on Orbital Sciences Corp. to single-'B' from
triple-'C'-plus, citing the defense company's refinancing of
subordinated notes. Standard & Poor's removed the rating from
CreditWatch, where it was placed on July 30, 2002. The outlook
is positive.

"The upgrade reflects the successful refinancing of Orbital's
$100 million subordinated notes that matured on October 1,
2002," said Standard & Poor's credit analyst Christopher
DeNicolo. The subordinated notes were paid using the proceeds
from the issuance of $135 million second-priority secured notes
due 2006.


PACIFIC GAS: CPUC & Committee Request to Re-Solicit Votes Nixed
---------------------------------------------------------------
Bankruptcy Judge Montali refuses to allow the California Public
Utilities Commission and the Official Committee of Unsecured
Creditors of Pacific Gas & Electric Company to re-solicit
creditor preferences on the competing reorganization plans.

Although numerous events have occurred since the original
solicitation of creditor preferences that may materially
influence a creditor in expressing its choice for one plan over
the other, Judge Montali explains that the case is far too much
in "real time".  Changes happen almost weekly both within the
Chapter 11 case and outside in other places like the state and
federal administrative agencies, state and federal courts, and
the California Legislature.  Judge Montali notes that there is
no realistic way to pick a precise time to close off the
information that may be useful to permit a creditor to express a
preference.

"No doubt as soon as a resolicitation process began some other
material event would occur, thus rendering the information
incomplete, at best, and perhaps even out of date or
misleading," Judge Montali says.

When vote was taken last year, the PG&E Plan was accepted by a
substantial number of creditors and all but one impaired class
of creditors.  The CPUC Plan, before the Creditors' Committee
endorsed it, was accepted by only one impaired class.  The
Court's ruling means that the creditors' preference for the PG&E
Plan will stand and be considered by the Court.

Judge Montali admits that the Court is unable to fashion any
meaningful way to go about obtaining the creditor preferences
and then determining what to do with those preferences once
received. "The Court is well aware of the forces at play during
the confirmation process and could no doubt identify readily the
preferences of numerous active participants in this case.  While
it could not glean the preferences of significant parties who
have not taken an active role in the case, the court does not
believe that it would be useful or helpful to try to oversee a
lengthy, expensive and time-consuming 'straw poll' of the
creditor body," Judge Montali maintains.

From a practical point of view, there are other reasons that
lead the Court to conclude that no further preference
solicitation should be conducted:

     -- To do so would be an idle act if either of the Competing
        Plans is denied confirmation or is withdrawn;

     -- There remains the possibility that both plans will be
        denied confirmation.  The Court cannot forget the fact
        that each proponent has vowed to defeat the competing
        plan;

     -- The volume of material in the form of documentary
        evidence, witness testimony and legal arguments presented
        in the confirmation trial create a daunting task for the
        Court to make a prompt decision confirming either Plan
        once the confirmation trial is over and the matters are
        submitted for decision.

"Only if and when the Court determines that both Competing Plans
are confirmable, would a preference solicitation serve any
purpose.  While it will be difficult enough for the Court to
sift through the evidence and to apply the law to get to
confirmation, it has no desire to put the entire case 'on hold'
while some sort of preference solicitation takes place,"
according to Judge Montali.

The confirmation trial on the competing plans is now on its 12th
week and is scheduled for at least twelve more days in March.
(Pacific Gas Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PLAINS ALL AMERICAN: S&P Ups & Removes Low-B Ratings from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating to 'BBB-' from 'BB+' on midstream oil and gas master
limited partnership Plains All American Pipeline L.P., and
removed the ratings from CreditWatch where they were placed on
June 26, 2002, following an announcement by minority owner
Plains Resources Inc., that through a series of actions it would
provide much greater separation between its oil and gas
subsidiary and its general partner interest in Plains All
American. That process is complete and as a result, the ratings
on PAA now reflect its stand-alone creditworthiness. The senior
unsecured debt rating was raised to 'BB+' from 'BB'. The outlook
is stable.

Houston, Texan-based PAA has about $600 million in debt
outstanding.

"The ratings for PAA reflect its fair business position provided
by the integration of, and synergies achieved through the
partnership's crude oil gathering, storage, terminalling and
transportation assets," said Standard & Poor's credit analyst
John Thieroff.

The ratings also reflect an expectation of cash flow stability,
a continuation of the company's policy to finance acquisitions
in a balanced manner, and a moderate financial profile,
necessitated by the high levels of cash distributions it issues
as a result of its status as a master limited partnership.

Key to PAA's strategy of capitalizing on regional crude oil
supply and demand imbalances and the resulting arbitrage
opportunities is the partnership's large and growing storage
capacity at Cushing, Oklahoma, the designated delivery point for
NYMEX-traded crude oil futures contracts. PAA currently has 5.3
million barrels of terminalling and storage capacity in Cushing,
or about 20% of that market.

While the partnership actively engages in crude oil trading,
limitations on open positions are sufficient that this activity
is not considered to be a significant detriment to credit
quality. The company's Canadian presence provides meaningful
potential for organic growth as volumes from the Western
Canadian Sedimentary Basin transported into PADD II in the
U.S. are expected to grow consistently over the intermediate
term.

As an MLP, continued consistency of cash flow is critical for
PAA to meet targeted distribution levels, which require
distributing essentially all remaining cash after meeting debt
service and limited maintenance capital spending requirements.
Over the intermediate term, Standard & Poor's expects EBITDA
interest coverage between 3.5x and 4x, with return on permanent
capital in the low teens, and funds from operations to total
debt ranging between 20% and 25%. Total debt to total
capitalization is expected to remain below 60%, with periodic
short-term spikes for acquisitions until permanent financing is
in place.


POLYPORE: S&P Affirms BB Rating & Revises Outlook to Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Polypore Inc. At the same time, Standard &
Poor's revised its outlook on the Charlotte, North Carolina-
based manufacturer of battery separators and medical membranes
to positive from stable. At September 30, 2002, Polypore had
approximately $310 million of debt outstanding on its balance
sheet.

The outlook revision reflects the company's successful
integration of the February 2002 purchase of Membrana, a
manufacturer of specialty membranes that are mainly used in
hemodialysis, thus reducing concerns over integration risk.
Additionally, as a result of solid industry fundamentals in both
the medical membrane and the lithium ion battery separator
markets, Polypore has been able to generate some free cash flow,
which has been used for debt reduction, and has led to an
improving credit profile. At September 30, 2002, pro forma total
debt to EBITDA was about 3.4x, and credit protection measures
are expected to continue to strengthen over the near term.
"However, restricting the current rating is the company's
limited financial flexibility, including meaningful debt
maturities," said Standard & Poor's credit analyst Eric
Ballantine. Over the next two years the company has over $51
million in scheduled debt maturities.

The ratings reflect Polypore's niche business positions within
various industrial end markets, including automotive and
industrial batteries, lithium ion batteries, and specialty
medical membranes, combined with an aggressive financial
profile, and limited financial flexibility.

Polypore continues to benefit from good growth in both the
medical membrane market and the lithium ion battery market. The
company's specialty medical membrane business is expected to
show healthy growth over the near term as the need for kidney
dialysis increases about 7% per year. Additionally, the
continued use of portable electronic devices such as cell
phones, laptop computers, and PDAs keeps demand for lithium ion
batteries relatively robust and increases the need for the
company's battery separators.

Polypore's strategy is focused on internal opportunities,
including improving its manufacturing processes and increasing
its ability to meet demand for its products. Over the past year,
the company has spent over $30 million in capital expenditures
to help improve and expand its facilities. Capital expenditures
are expected to remain robust over the near term due to strong
industry demand.

If Polypore can improve its financial flexibility through
continued debt reduction and execution of its current business
plan, ratings could be raised in the near term.


SAIRGROUP FINANCE: Files Plan & Disclosure Statement in S.D.N.Y.
----------------------------------------------------------------
SAirGroup Finance (USA), Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York a Chapter 11 Plan of
Liquidation and a Disclosure Statement explaining that plan.  A
full-text copy of the Debtor's Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=030224022149

Under the Plan, Claims against and Interests in the Debtor are
divided into classes according to their seniority and other
criteria. If the Plan is confirmed by the Bankruptcy Court and
is then consummated, holders of Claims in certain classes will
receive Cash Distributions, which are:

         Estimated
Claim   Allowed
Class   Claims        Plan Treatment                  Recovery
-----   ---------     --------------                  --------
Ch.11   [$______]     Cash equal to full amount of    100%
admin.                each Allowed Claim on Effective
costs                 Date or the date on which such
                       Allowed Claim becomes due.

PTY     $0            Cash equal to full amount of    100%
                       Allowed Claims.

CON     $5,314        Holders of General Unsecured    100%
                       Claims that are Allowed in an
                       amount less than or equal to
                       $5,000 shall receive a Cash
                       Distribution equal to the
                       lesser of the full amount of
                       the Claim on the Effective Date
                       or $5,000.

GEN    $457,678,159   Holders of Allowed General      [85%-93%]
                       Unsecured Claims shall receive
                       a Ratable Distribution of Cash.

SUB    $117,796,132   No Distribution under Plan as   0%
                       of the Effective Date, however,
                       in the event that sufficient
                       funds remain after the holders
                       of Claims in Class GEN have been
                       paid in full, a Distribution
                       may be made.

EQT    $ 0            No Distribution under Plan.     0%

Prior to the petition date, SairGroup Finance (USA), Inc.,
participated in and assisted with financing transactions on
behalf of its parent and sole shareholder, SAirGroup. The
Company filed for chapter 11 protection on September 3, 2002
(Bankr. S.D.N.Y. Case No. 02-14302).  David C.L. Frauman, Esq.,
at Allen & Overy, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $460,161,000 in assets and $582,888,000 in
debts.


SEVEN SEAS: Closes $20M Sale of Producing Properties to Sipetrol
----------------------------------------------------------------
Seven Seas Petroleum Inc., (OTC Pink Sheets: SVSSF) announced
the closing of the sale of its Colombian subsidiaries' interest
in the shallow Guaduas Oil Field inclusive of the 40-mile
Guaduas-La Dorada Pipeline to Sociedad Internacional Petrolera,
S.A.  The purchase price is $20 million, subject to certain
adjustments and taxes.

Seven Seas is operating under the administration of a court-
appointed trustee under Chapter 11 of the United States
Bankruptcy Code (Bankr. S.D. Tex. Case No. 02-45206). The
Company has no source of cash flow from operations and is
currently seeking to secure additional financing to test and
complete the Escuela 2 exploration well.

Seven Seas Petroleum Inc., is an independent oil and gas
exploration and production company operating in Colombia, South
America.


SOFAME TECHNOLOGIES: All Securities Transactions Suspended
----------------------------------------------------------
Due to the restructuring of its financial situation and
operations, Sofame Technologies Inc., was unable to file in the
prescribed delays its annual financial statements and its annual
report for the financial period ended September 30, 2002. The
Quebec Securities Commission and the TSX Venture Exchange have
therefore suspended, as of February 18, 2003, all transactions
of the Corporation's securities.

The Corporation is presently under the protection of the
'Bankruptcy and Insolvency Act', and has obtained from the
Superior Court, as of February 13, 2003, an extension of delay
until March 31, 2003, in order to file a proposal to its
creditors under the provisions of the 'Bankruptcy and Insolvency
Act'.

Sofame Technologies Inc., is a Montreal-based corporation doing
business in the direct contact water heating industry.

Sofame Technologies Inc., is listed on the TSX Venture Exchange
under the SDW symbol and the financial statements are filed on
SEDAR's Web site at http://www.sedar.com


SOUTHERN NATURAL GAS: S&P Rates $400M Sr. Note Offering at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
natural gas pipeline Southern Natural Gas Co.'s proposed $400
million senior unsecured note offering. The proceeds will be
used primarily to repay existing intercompany obligations. The
outlook is negative.

SNG's Houston, Texas-based parent El Paso Corp. has about $17
billion of on-balance-sheet debt.

"The ratings for SNG are based on the strength of the
consolidated entity; thus SNG's ratings are expected to mirror
those of El Paso," said Standard & Poor's credit analyst William
Ferara.

Of paramount importance to El Paso's ability to persevere
current conditions is renegotiating its credit facilities and
regaining access to capital markets at the holding company
level. El Paso's ability to refinance its obligations will most
likely be delayed until the FERC's ongoing investigation into
market manipulation in California is resolved. Without such
access, the company will be severely challenged to repay nearly
$2.5 billion of borrowings in 2003 and $3.5 billion in 2004
(assuming current borrowings of $1.5 billion are termed out).
Thus, executing on planned asset sales (targeted at $3.4 billion
in 2003) is crucial to meeting debt maturities and accounting
for the continued shortfall in cash flow (expected at about $2.5
billion in 2003) versus capital spending ($2.6 billion) and
dividend requirements ($200 million) in 2003.

The underlying credit quality of SNG reflects a stable customer
base, firm contracts, and fully contracted volumes. These
strengths are slightly offset by the risks associated with
shorter pipeline contracts, a changing pipeline customer
profile, and the potential for heightened industrywide safety
compliance.

The negative outlook reflects significant hurdles the company
has regarding regaining access to capital markets, halting the
continued decline in cash flow, and resolving the FERC matter in
a manner that is credit neutral to El Paso. Successful execution
could lead to ratings stability and upward credit momentum.


SOURCINGLINK.NET: Auditors Doubt Ability to Continue Operations
---------------------------------------------------------------
At December 31, 2002, SourcingLink.net had an accumulated
deficit of $23,819,000. For the nine months ended December 31,
2002, the Company had a net loss of $1,336,000 and operating
cash outflows of $1,446,000, and for the fiscal year ended
March 31, 2002, the net loss was $1,951,000 and the operating
cash outflows were $1,450,000. Cash and cash equivalents at
December 31, 2002 were $1,341,000.

The Company's contract with Carrefour S.A. of Paris, France has
provided SourcingLink with a base of recurring revenue over the
last three fiscal years, and currently extends until the
scheduled expiration of the contract on March 31, 2003. This
contract is currently generating a substantial majority of the
Company's revenue and cash flow, including 94% of revenues in
fiscal year 2002, and 87% of revenues in the first nine months
of fiscal year 2003. Management expects to supplement revenue
from that contract with both additional services contracts as
well as rollouts of MySourcingCenter, the Company's Internet-
based merchandise sourcing solution, with retailers and their
suppliers; however, there can be no assurance that such rollouts
will take place.

The Company has the right to call for the exercise of
approximately 605,000 warrants for the purchase of common stock
in March 2003, which would provide up to $325,000 of equity
capital, and management may exercise this right if the funds are
needed at that time. Based on management's expectations of
future cash flow from existing and new sources of revenue and
these callable common stock warrants, management believes that
the Company's cash balances are sufficient to fund its operating
needs through September 30, 2003.

As discussed above, the Carrefour contract currently generates a
substantial majority of the revenue and cash flow of the
Company, and is scheduled to expire on March 31, 2003. If the
Carrefour contract is not extended and if new business with
either Carrefour or other existing or new customers does not
offset a reduction in funds from the expiration of the Carrefour
contract, then to continue to fund operations the Company would
be required to either reduce operating spending significantly,
which would materially and adversely affect its business, or
raise additional equity and/or debt financing.

Given the uncertainty of the Company's ability to generate
revenue and cash flow beyond March 31, 2003, there is a
substantial doubt about the ability of the Company to continue
as a going concern and there can be no assurance that the
Company will retain its existing customers or obtain additional
customers, or that any equity or debt financing, if required
within or beyond the next twelve months, will be available on
acceptable terms, or at all.


STM WIRELESS: Court Allows Access to $200,000 of DIP Financing
--------------------------------------------------------------
On February 24, 2003, the United States Bankruptcy Court
approved debtor-in-possession financing in the amount of
$200,000 for STM Wireless, Inc. (Nasdaq:STMIQ), allowing the
Company to continue to operate pending approval of a proposed
sale of substantially all of its assets at a Bankruptcy Court
hearing set for Friday, March 7, 2003 at 10:00 a.m.

The sale will be conducted pursuant to section 363 of the
Bankruptcy Code, which will allow the purchaser to obtain the
assets free and clear of any liens and claims. The proposed
purchaser is Sloan Capital Partners, LLC, which has offered
approximately $4 million for all of the assets of the Company
and the assumption of certain liabilities. $2 million of the
purchase price is payable in cash. The proposed sale is subject
to overbid pursuant to certain procedures also approved by the
Bankruptcy Court on February 24, 2003. They are as follows:

       (1) The Bankruptcy Court will not consider any competing
proposal unless the Competing Proposal (a) provides for a
purchase price consideration for the Assets of at least One
Hundred Percent (100%) of the aggregate consideration being paid
by Sloan, plus four hundred thousand dollars ($400,000) minimum
overbid amount described in (6) below, (b) is set forth in a
written agreement containing other terms and conditions that are
at least as favorable to STM Wireless, Inc., as those set forth
in the Buyer Letter of Intent, (c) is made by a person or entity
financially qualified to consummate the Competing Proposal on a
timely basis and to operate the Debtor's business or the Assets
on a financially viable basis, (d) is made by a person or entity
who has completed its due diligence review of the Seller's books
and records, and is satisfied with the results thereof, (e) is
made by a person who is obligated to pay a deposit in the amount
of not less than three hundred eighty-five thousand dollars
($385,000) payable to the Seller, which deposit shall be non-
refundable if the bid is deemed to be the High Bid, as defined
below, and (f) the Competing Proposal is delivered to the Seller
and filed with the Bankruptcy Court at least two (2) court days
prior to the Sale Date, as defined below. A Competing Proposal
that satisfies the foregoing criteria shall be referred to as a
"Qualifying Competing Proposal."

      (2) No information will be provided to prospective
overbidders other than publicly available information without a
confidentiality agreement, which (a) restricts the disclosure or
use of the confidential information, and (b) provides for an
obligation on the part of the all recipients of information not
to solicit or hire any employee of the Debtor for a minimum
period of one year.

      (3) The sale shall be conducted at a hearing in open court
on March 7, 2003, at which time only Buyer and any party who has
submitted a Qualifying Competing Proposal shall be entitled to
bid.

      (4) On the Sale Date, the Bankruptcy Court shall decide
which of the bids is the highest and best bid, and such bid
shall be deemed to be the "High Bid." The bidder whose bid is
definitively deemed by the Bankruptcy Court to be the High Bid
must pay all amounts reflected in the High Bid in cash at the
closing.

      (5) In the event that the Debtor timely receives a
Qualified Competing Proposal, then the Buyer shall have the
right to increase its proposed purchase price by no less than
the overbid offer, plus $100,000 at the Sale Hearing. The entity
or entities submitting Qualified Competing Proposals and the
Buyer may then submit successive bids in increments of at least
$100,000 greater than the prior bid until there is only one
offer that the Court determines the High Bid. The amount of the
break-up fee below shall be credited to Buyer as part of its
bid.

      (6) If the Buyer's purchase agreement is terminated because
the Buyer's bid is not the High Bid and the Seller consummates a
transaction with the successful bidder, then the Buyer shall be
delivered a breakup fee equal to three hundred fifty thousand
Dollars ($350,000), plus immediate payment of all DIP financing
and associated interest and expenses to be paid to Buyer, or its
designee, from the purchase price paid by the successful bidder
as part of such successful bidder's Qualifying Competing
Proposal, without any administrative liability therefor to the
estate. In the event of competing bids, the Buyer shall have
credit for the return of all post-petition financing and
interest and expenses as part of its bid for overbid purposes
only. If overbidding takes place and if Buyer is the successful
bidder, then it must pay the amount of its successful bid, less
the Loan Repayment.

      (7) The successful bidder shall pay the amount of the
successful bid and the sale must close on or before March 11,
2003.

In addition to the foregoing, the Company has also announced
that it has received notice of delisting from Nasdaq and will be
delisted from The Nasdaq Stock Market on March 3, 2003.

For further information or a complete copy of the Motion to Sell
Assets and/or the Overbid Procedures Order, contact Marc J.
Winthrop, Winthrop Couchot Professional Corporation, 660 Newport
Center Drive, Fourth Floor, Newport Beach, California. Telephone
(949) 720-4100.


TANGER FACTORY: Posts Stronger 2002 Year-End Operating Results
--------------------------------------------------------------
Tanger Factory Outlet Centers, Inc., (NYSE: SKT) reported funds
from operations for the year ended December 31, 2002 of $41.7
million as compared to FFO of $37.8 million representing a 5.3%
per share increase. FFO for the fourth quarter of 2002 was $13.1
million as compared to FFO of $11.5 million for the fourth
quarter of 2001, representing a 3.1% per share increase. Net
income for the year ended December 31, 2002 was $11.0 million as
compared to $7.1 million for 2001, representing a 61.2% per
share increase. Net income for the fourth quarter of 2002 was
$5.2 million as compared to $3.1 million for the fourth quarter
of 2001, representing a 50.0% per share increase. All FFO and
net income per share amounts are on a diluted basis.

Tanger achieved the following results for the year ended
December 31, 2002:

      * 98% year-end portfolio occupancy rate (a 200 basis point
        increase over 2001)

      * 280 leases signed, totaling over one million square feet,
        achieving an 87.6% renewal rate and a 1.7% increase in
        base rent, on a cash basis, for re-tenanted and renewed
        space

      * Average initial base rent for new stores opened during
        2002 was $16.54, an increase of $1.47 or 9.8% over the
        tenants who closed during 2002

      * $1.5 billion in total tenant sales, equating to $294 per
        sq. ft. and a 1.4% increase on a same-space basis

      * Occupancy cost per square foot remained at an industry-
        leading low 7.2%

      * $42.2 million in 100% leased, quality factory outlet
        shopping center acquisitions

      * Completed 260,000 square foot factory outlet development
        in Myrtle Beach (opened 100% leased)

      * $21.6 million in non-core property dispositions

      * 1.0 million common shares issued in September 2002,
        generating approximately $28 million in net proceeds

      * Lowered debt level by $13.2 million and lowered weighted
        average borrowing cost by 70 basis points

      * Additional equity and lower debt significantly improved
        coverage ratios

      * $2.45 per share in common dividends paid (the 9th
        consecutive year of increased dividends)

      * 72.0% FFO pay out ratio provides adequate coverage of the
        dividend

      * 62.9% total return to shareholders (highest among all
        REITs included in the RMS Index)

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, stated, "In 2002 we achieved a number of important
milestones for the company. Through our disciplined investment
activity, we continued to strategically expand our portfolio and
further our national platform. Additionally, we continued to
generate solid results with our core portfolio, achieving one of
our highest occupancy rates on record, while maintaining high
tenant sales per square foot and our renowned low tenant
occupancy cost. We also enhanced our franchise name within the
outlet industry by rolling out a number of innovative marketing
initiatives throughout the year." Mr. Tanger continued, "The
fundamentals of the outlet industry today are sound. Total
tenant sales continue to increase each year and the
supply/demand characteristics remain in balance. Looking ahead,
with our strong operating platform and portfolio, we are well-
positioned for continued growth in 2003 and beyond."

               National Platform Continues to Drive
       Solid Operating Results and Higher Same-Space Sales

As of December 31, 2002, Tanger's portfolio totaled 34 factory
outlet shopping centers diversified across 21 states, totaling
6.2 million square feet. The company's broad geographic
representation and established brand name within the factory
outlet industry continues to generate solid operating results.
At December 31, 2002, the company's portfolio was 98% leased,
representing a 200 basis point increase over its year-end 2001
occupancy rate of 96%. Tanger's 98% portfolio occupancy rate
also represents the 22nd consecutive year since the company
commenced operations in 1981 that it has achieved a year-end
portfolio occupancy rate at or above 95%.

During 2002, the company executed 280 leases totaling
approximately 1,048,000 square feet. The company achieved a
retention rate of 87.6% with existing tenants for the year and
achieved a 1.7% increase in base rental revenue per square foot,
on a cash basis, for re-tenanted and renewed space. The average
initial base rent for new stores opened during 2002 was $16.54,
an increase of $1.47 or 9.8% over the tenants who closed. As a
result, the company's average base rental income per square foot
increased to $14.44 per foot as of December 31, 2002 compared to
$14.33 per foot at year-end 2001. The company continues to
derive its rental income from a diverse group of retailers with
no single tenant representing more than 6.7% of its gross
leasable area as of December 31, 2002.

During 2002, total reported sales reached a new record high for
Tanger of approximately $1.5 billion. Additionally, same-space
sales increased by 1.4% for the year ended December 31, 2002 and
increased by 0.4% for the three months ended December 31, 2002
over the same-space sales for the comparable periods in 2001.
Reported 2002 same-space sales equated to $294 per square foot,
matching Tanger's 2001 per square foot record high. For the year
ended December 31, 2002 reported same-store sales for tenants in
operation since January 1, 2001, were down 0.8% compared to
2001. Fourth quarter 2002 reported same-store sales were down
1.9%. Average tenant occupancy costs across Tanger's portfolio
remained at an industry-leading low level during 2002, averaging
7.2%, approximately in-line with the company's record 2001 low
of 7.1%.

             2002 Investment Activities Increase Portfolio
                by 13.8% & Provide Growth Opportunities

During 2002, Tanger increased its portfolio under management by
approximately 749,000 square feet through a balance of
development and acquisition activities.

In July 2002, Tanger celebrated the grand opening of its newly
developed factory outlet shopping center in Myrtle Beach, South
Carolina. The first phase of the property totals approximately
260,000 square feet and opened 100% leased. The property, which
was developed and is managed and leased by Tanger, is owned
through a joint venture of which Tanger owns a 50% interest.
Total costs for the first phase were $34.6 million, of which
Tanger's capital investment totaled $4.3 million and is
currently yielding a return in excess of 20%. In November of
2002, Tanger commenced construction on a 64,000 square foot
second phase, which is currently scheduled for completion in the
summer of 2003. Tanger's capital investment in the second phase
is expected to be approximately $1.1 million with an expected
return in excess of 20%.

In September 2002, Tanger acquired a 325,000 square foot, 100%
leased factory outlet shopping center located in Howell,
Michigan, within the greater Detroit metropolitan region. The
purchase price was $37.5 million, representing an approximate
12% capitalization rate on existing net operating income. In
January 2003, Tanger acquired a 29,000 square foot, 100% leased
expansion located contiguous with its existing factory outlet
center in Sevierville, Tennessee. The purchase price was $4.7
million with an expected return of 10%. Tanger is also underway
with the development of another 35,000 square foot expansion of
the center. Tanger expects to complete the expansion during 2003
at a cost of $4 million with an expected return in excess of
13%. Upon completion of the expansion, the Sevierville center
will total approximately 418,000 square feet.

In addition to its development and acquisition activity, during
2002 Tanger sold two non-core assets. In June 2002, Tanger sold
a non-core single tenant, 165,000 square foot property located
in Ft. Lauderdale, Florida. The property was sold for $18.2
million, representing a capitalization rate of 8.8% on existing
net operating income. In November 2002, Tanger sold a 23,417
square foot, non-core property located in Bourne, Massachusetts.
The property was sold for $3.4 million, representing a
capitalization rate of 9.6% on existing net operating income.

         2002 Financing Activities Improve Balance Sheet
                   and Extend Debt Maturities

In September 2002, Tanger raised approximately $28 million in
net equity proceeds through the sale of 1.0 million newly issued
common shares. The company utilized the proceeds to fund its
acquisition of the factory outlet center in Howell, Michigan.
Additionally, during 2002 Tanger increased its credit line
capacity to $85 million and extended its credit lines'
maturities to June 2004. During the fourth quarter of 2002,
Tanger repurchased $5.5 million of its outstanding 7 7/8% public
senior unsecured notes that mature in October 2004. To date,
during 2001 and 2002, Tanger has purchased $24.9 million of its
higher coupon senior notes at par or below.

During 2002, Tanger reduced its debt outstanding, lowered its
overall borrowing costs and increased its unencumbered pool of
assets. As of December 31, 2002, the company had approximately
$345.0 million of debt outstanding, as compared to $358.2
million outstanding at year-end 2001. Of the $345.0 million
outstanding as of December 31, 2002, $296.0 million, or 85.8% of
its total debt, was fixed rate, long-term debt. At December 31,
2002, Tanger had $20.5 million outstanding on its lines of
credit. In total, Tanger's weighted average borrowing cost
during 2002 was 8.09%, as compared to 8.79% during 2001.
Additionally, as of December 31, 2002, 61% of Tanger's real
estate assets were unencumbered as compared to 59% as of year-
end 2001.

      In 2003 Tanger Expects to Continue Growing FFO Per Share

Based on current market conditions, the strength and stability
of its core portfolio and the company's development and
acquisition pipeline, Tanger currently believes its FFO for 2003
will be between $3.43 and $3.51 per share. Due to the seasonal
nature of the factory outlet industry, which typically
experiences a greater demand for space from seasonal tenants in
the second half of each year and high volume tenants that pay
rent based on a percentage of their monthly sales, which are
higher during the later months of the year, Tanger currently
expects 2003 FFO to range between $.77 and $.79 per share for
the first quarter, $.81 to $.83 per share for the second
quarter, $.87 to $.89 per share for the third quarter and $.98
to $1.00 per share for the fourth quarter.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a fully
integrated, self- administered and self-managed publicly-traded
REIT, presently has ownership interests in or management
responsibilities for 34 centers in 21 states coast to coast,
totaling approximately 6.2 million square feet of gross leasable
area. We are filing a Form 8-K with the Securities and Exchange
Commission that includes a supplemental information package for
the quarter ended December 31, 2002. For more information on
Tanger Outlet Centers, visit http://www.tangeroutlet.com

                            *    *    *

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

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


TECHNICAL COMMS: Must Generate New Funds to Ensure Viability
------------------------------------------------------------
Technical Communications Corporation is in the business of
designing, manufacturing, marketing and selling communications
security equipment, which utilizes various methods of encryption
to protect the information being transmitted. Encryption is a
technique for rendering information unintelligible, which can
then, subsequently, be reconstituted if the recipient possesses
the right decryption "key". The Company produces various
standard secure communications products and also provides custom
designed, special purpose secure communications products. The
Company sells its products to various U.S. Government agencies,
foreign governments as well as commercial customers both
domestic and foreign.

As a result of sustaining substantial losses aggregating
$8,574,000 in the last four fiscal years, the continued use of
cash in operations and the significant decline in sales volume
in recent years, the Company received a going concern
qualification on its financial statements for the year ended
September 28, 2002. In addition, the Company's dependence on
cash flow from operations is in turn dependent on the Company's
ability to bring in new orders on a continuing basis.  Further,
the Company's entire back-log ($825,000) of orders is expected
to be shipped in the second quarter of fiscal 2003.

Management believes the steps it has taken to revise its
operating and financial requirements are sufficient to provide
the Company with the ability to continue in existence, however
there can be no assurance these activities will be successful.
The plans established in fiscal 2002 remain on target and the
Company is starting to see some results from this plan. The cost
cutting program begun in fiscal 2002 is now contributing to
increased profitability. New product development is moving
forward and management  anticipates having a more competitive
product line-up later this fiscal year with an increased
emphasis on emerging markets such as Homeland Security.
Technical Communications also continues to work with its new and
existing customers and are hopeful concerning several new
opportunities.

During the quarter ended December 28, 2002, the Company had
three customers, representing 79% (45%, 23% and 11%) of net
sales. During the quarter ended December 29, 2001, the Company
had four customers, representing 80% (16%, 15%, 15% and 11%) of
net sales.

The Company is currently dependent on cash flows from
operations. It does not anticipate any significant cash flows
from investing or financing activities this fiscal year. If
revenues were to continue to decline and the Company unable to
secure any outside financing it has indicated that it will be
forced to furlough or permanently lay off a significant portion
of its work force. This will have a material adverse effect on
Technical Communications. Under these circumstances the Company
may not be able to keep all or significant portions of its
operations going for a sufficient period of time to enable it to
sell all or portions of its assets or operations at other than
distressed sale prices. In the unlikely event that the Company
received no additional orders its existing cash and cash
resources will enable it to fund its operations (at current
operating expense levels) through approximately June 15, 2003.


TOKHEIM CORP: Court Approves Sale of North American Assets
----------------------------------------------------------
Tokheim Corporation (OTCBB:THMC) announced that the United
States Bankruptcy Court for the District of Delaware approved
the sale of the company's Gasboy operating segment to Danaher
Corporation and the sale of its Tokheim North America and MSI
operating segments to First Reserve Fund IX, L.P.

Tokheim also announced that it did not receive any additional
qualified bids for its Tokheim International operating segment
in accordance with the procedures required by the United States
Bankruptcy Code. Therefore, the auction scheduled for February
27, 2003, has been cancelled and Tokheim intends to submit the
bid of AXA Private Equity for approval by the Bankruptcy Court.

Additionally, the contemplated transactions remain subject to
other customary conditions. Tokheim does not believe its
shareholders will receive any distribution upon confirmation of
a plan of reorganization.


TRANSCARE CORP: Wants More Time to Make Lease-Related Decisions
---------------------------------------------------------------
TransCare Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
further extend their time to decide whether to assume, assume
and assign, or reject their unexpired leases.  The Debtors ask
for an extension through April 11, 2003.

The Debtors filed their Plan and a related disclosure statement
on September 16, 2002.  A hearing to consider approval of the
disclosure statement is scheduled for January 22, 2003.  In
connection with the plan confirmation process, the Debtors are
evaluating all of their executory contracts and unexpired leases
to determine which will fit into their post-confirmation
business plan and which won't.  Given the stage of these cases,
the decision to assume or reject the Debtors' Unexpired Leases
will play an important role in the Debtors' reorganization
process.  Consequently, the Debtors argue, they should not be
compelled to make a determination as to assumption or rejection
at this time.  If they were forced to make those decisions now,
they'd risk inadvertent rejection of a valuable lease or
premature assumption of an undesirable one with attendant
administrative obligations.

Given the importance of the Unexpired Leases to the Debtors'
continued operations and the significance of the issues that the
Debtors must consider in deciding whether to assume or reject
the Unexpired Leases, it would be imprudent for the Debtors to
be required to make a reasoned decision within the current
deadline.

The Debtors assure the Court that they are current on their rent
on the Unexpired Leases and intend to timely perform all of
their obligations under the remaining Unexpired Leases.

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 (Bankr.
S.D.N.Y. Case No. 02-14385).  Matthew A. Feldman, Esq., at
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts. When the Debtors sought protection from
its creditors, it listed estimated assets of $10 to $50 million
and debts of over $100 million.


UNIFAB INT'L: Files SEC Form 10-Q for Period Ending September 30
----------------------------------------------------------------
UNIFAB International, Inc., (Nasdaq: UFAEC) reports that on
Thursday, February 13, 2002, it filed it's quarterly report on
Form 10-Q for the period ending September 30, 2002. By filing
the September Form 10-Q, the Company has complied with the
continued listing requirements of the Nasdaq SmallCap Market, as
set forth in the February 7, 2003 decision of the Nasdaq Listing
Qualifications Panel, and the Panel has advised that, effective
with the opening of business on February 27, 2003, the Company's
trading symbol will be changed from UFAEC to UFABC. The Company
will continue to be subject to delisting unless the Company
timely files, on March 31, 2003, its annual report on Form 10-K
for the year ended December 31, 2002 in compliance with SEC
requirements, which the Company expects to do.

As previously announced, the "C" appended to the trading symbol
represents the conditional nature of the Company's listing
because the Company does not currently meet the SmallCap
Market's $1 minimum bid price listing requirement. To maintain
its listing on the SmallCap Market, the Company must demonstrate
a closing bid price of at least $1 per share on or before
May 27, 2003. The $1 per share bid price also must be maintained
for a minimum of ten consecutive trading days thereafter. The
Panel reserved the right to modify this condition based on
developments in Nasdaq's rule-making process. Nasdaq's Board of
Directors has proposed modifications to the bid price rules
which, if approved by the Securities and Exchange Commission,
will extend the Grace Period to August 8, 2003. The Company
would not be required to meet the Minimum Bid Price until August
8, 2003. The Company expects that, if necessary, it will propose
a reverse stock split in order to achieve the Minimum Bid Price.

UNIFAB International, Inc., is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves. In addition,
the Company designs and manufactures specialized process
systems, refurbishes and retrofits existing jackets and decks,
provides design, repair, refurbishment and conversion services
for oil and gas drilling rigs and performs offshore piping hook-
up and platform maintenance services.

                           *    *    *

As reported in the Troubled Company Reporter yesterday, 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.


UNIROYAL TECH: Wants Lease Decision Period Extended Until May 23
----------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates want
to extend the time period within which they must elect whether
to assume, assume and assign, or reject unexpired nonresidential
real property leases.  The Debtors ask the U.S. Bankruptcy Court
for the District of Delaware to give them until May 23, 2003, to
make these lease disposition decisions.

The Debtors relate that since the Petition Date, management and
the Company's professionals have been working diligently to
administer these Cases.  At the same time, the Debtors have
continued to operate and attempt to stabilize their varied
businesses. In recent weeks the Debtors and their professionals
have been working diligently to negotiate with and resolve
issues relating to retirees. In addition, they have devoted a
significant amount of attention to the process for the sale of
debtor Sterling Semiconductor, Inc., which will benefit these
estates.

This effort, the Debtors point out required significant
negotiations with, among others, equipment financing companies
and contract counter-parties.  Now, the Debtors are focusing on
formulating a chapter 11 plan.

The Debtors also have been evaluating their unexpired leases of
nonresidential real property. Recently, they rejected a lease in
Virginia and agreed to move to assume a lease in Tampa.
Nevertheless, the Debtors need additional time to make a final
determination whether to assume or reject such Leases. These
types of decisions are necessarily intertwined with a chapter 11
plan which will maximize value for creditors.


UNITED AIRLINES: Flight Attendants Propose $1BB+ in Cost Cuts
-------------------------------------------------------------
United Airlines flight attendants, represented by the
Association of Flight Attendants, AFL-CIO, presented management
with a proposal on Feb. 26 that will save the airline over one
billion dollars in flight attendant costs over the next six
years, lowering flight attendant costs to a level that will
enable United to compete head-to-head with Southwest and
Continental Airlines.

"AFA is committed to ensuring that United Airlines successfully
reorganizes," said AFA United Master Executive Council President
Greg Davidowitch. "Our proposal provides flight attendant cost
savings that enable the airline to achieve a durable cost
structure that is directly competitive with lower cost carriers
in terms of overall flight attendant costs."

The current flight attendant contract contains a compensation
adjustment arbitration mechanism agreed to in 1997 that sets
United's flight attendant costs in line with the industry
average. The new proposal includes wage cuts and work rule and
scheduling modifications that enable the airline to operate even
more efficiently. When combined with other cost saving measures
implemented in bankruptcy, the flight attendants' proposal will
allow the airline to successfully restructure. The AFA United
MEC unanimously endorsed the flight attendants' Feb. 26
proposal.

"A cost structure that makes it possible for United to compete
with the lower cost, low-fare carriers, while maintaining our
premium product, would make United the leader in the industry
once again," Davidowitch said. "Reorganizing by reviving failed
strategies should not be our goal. Our goal should be to
capitalize on our strengths to become the best, most cost
efficient premium carrier in the world. Our proposal makes it
possible for United to do that."

The flight attendant's proposal provides for an equitable share
of the total savings target to be shouldered by the flight
attendants; enables the airline to meet all covenants set forth
by lenders; and gives the airline the durable cost structure
needed for a successful restructuring. Productivity changes
included in the proposal address United's interest in long-term
change and will provide financial benefits to the company into
the future.

More than 50,000 flight attendants, including the 24,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. Visit us at
http://www.unitedafa.org


VENTAS INC: Narrows Dec. 31 Net Capital Deficit to $54 Million
--------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) said that normalized Funds From
Operations for the fourth quarter 2002, was $24.2 million
compared with $19.1 million for the comparable 2001 period.

Net income for the fourth quarter ended December 31, 2002 was
$9.4 million, after an extraordinary loss of $4.2 million,
related to the partial write-off of unamortized deferred
financing fees and premiums paid on the purchase of $34 million
of Ventas's Senior Notes. For the fourth quarter ended
December 31, 2001, net income was $22.7 million after an
extraordinary loss from the extinguishment of debt of $1.3
million. In addition, the fourth quarter of 2001 included a
$15.4 million gain relating to the sale of common stock in its
primary tenant, Kindred Healthcare, Inc. (Nasdaq:KIND).

Normalized Funds From Operations for the year ended December 31,
2002 was $95.6 million compared with $78.1 million for the
comparable 2001 period. Net income for 2002 totaled $65.7
million after an extraordinary loss from the extinguishment of
debt of $11.1 million. For the year ended December 31, 2001, net
income was $50.6 million after an extraordinary loss of $1.3
million.

Normalized FFO for each period excludes gains on the sale of
Kindred common stock and a one-time net loss of $5.4 million on
a swap breakage incurred in conjunction with the Company's
refinancing, which was completed in April 2002.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $54 million.

"2002 was another excellent year for Ventas," Chairman,
President and CEO Debra A. Cafaro said. "We met our goals: a 20
percent increase in FFO, a recapitalization of our balance
sheet, improvement in our key credit ratios, reduction in our
cost of debt, implementation of our diversification strategy,
material debt reduction and an expansion of our senior
management team. And, as a result, we recently increased our
quarterly dividend by 13 percent for the benefit of our
shareholders."

                     Fourth Quarter Highlights
                   and Other Recent Developments

Ventas raised its dividend by 13 percent to an expected annual
dividend rate of $1.07 per share.

In December, Ventas raised nearly $100 million in an equity
offering of nine million new shares issued by Ventas. Proceeds
were used to pay down debt.

Richard A. Schweinhart was named Senior Vice President and Chief
Financial Officer. Schweinhart has more than 30 years experience
in the healthcare industry.

Debra A. Cafaro was named to the additional position of
Chairman, following the resignation from the Board of Ventas
founder W. Bruce Lunsford, who is pursuing a public service
career. Board member Douglas Crocker II was named presiding
director.

The 253 skilled nursing facilities and hospitals leased to
Kindred produced EBITDAR to rent coverage of 1.8x for the
trailing twelve month period ended September 30, 2002.

Ventas closed on its $120 million investment in Trans
Healthcare, Inc., which includes a sale-leaseback, a mezzanine
loan and a senior loan. In December, Ventas sold the $50 million
THI senior loan to another healthcare investor.

In December, Ventas settled a dispute with Atria, Inc.,
regarding the parties' respective rights and obligations
relative to the issuance of mortgage resident bonds to residents
of "New Pond Village." All pending lawsuits between the two
companies were dismissed and neither party was required to pay
any amounts in connection with the settlement.

Ventas repaid more than $140 million in long-term debt.

                     Fourth Quarter 2002 Results

Rental income for the quarter ended December 31, 2002, was $48.6
million, of which $47.1 million resulted from leases with
Kindred. The Company also reported $1.0 million of income from
two months of interest on its mezzanine loan and senior loan.
Expenses for the quarter ended December 31, 2002 totaled $36.3
million and included $10.8 million of depreciation expenses,
$20.7 million of interest expense on debt financing, and $1.3
million of interest expense on the Company's settlement with the
Department of Justice. General, administrative and professional
expenses for the fourth quarter totaled $3.2 million.

                          2002 Results

Rental income for the year ended December 31, 2002 was $189.5
million, of which $186.5 million resulted from leases with
Kindred. Expenses for the year ended December 31, 2002 totaled
$146.0 million and included $42.0 million of depreciation on
assets, $78.4 million of interest expense and $5.5 million of
interest on the Department of Justice settlement. General,
administrative and professional expenses for the year were $12.9
million.

In 2002, Ventas sold 159,500 shares of common stock in Kindred,
recognizing a total gain of $5.0 million. The Company currently
holds 920,814 shares of Kindred common stock.

In addition, the Company reported a one-time $5.4 million net
loss on the $350 million swap breakage incurred in connection
with the Company's debt refinancing during the second quarter.
During 2002, the Company reclassified to discontinued operations
the results of operations specifically related to assets sold or
held for sale on or after January 1, 2002 including the sale of
its hospital in Arlington, Virginia in the second quarter. This
reclassification, which is required under the newly effective
SFAS 144, affects the presentation of results for the current
and prior periods but does not affect the Company's net income
or FFO.

                          FFO Guidance

Ventas said it reaffirmed its 2003 normalized FFO guidance of
$1.43 to $1.45 per diluted share. The guidance excludes gains
and losses, the non-cash effect of swap ineffectiveness under
SFAS 133 and the impact of acquisitions, divestitures and other
capital transactions. The Company may from time to time update
its publicly announced FFO guidance, but it is not obligated to
so.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company. If any of these assumptions vary, the
Company's results may change. There can be no assurance that the
Company will achieve these results.


VERITAS DGC: Second Fiscal Quarter Results Show Positive Growth
---------------------------------------------------------------
Veritas DGC Inc., (NYSE: VTS) (TSX: VTS) announced results for
its second fiscal quarter ended January 31, 2003. Revenue and
earnings, with the comparative amounts for the corresponding
period of the prior fiscal year, were as follows:

                      Three Months Ended        Six Months Ended
                          January 31,              January 31,
                     -------------------------------------------
                        2003       2002       2003         2002
                     ---------  ----------  ----------  --------
                                     (millions)

Revenue              $ 125.3    $ 119.6     $262.8      $ 241.0
Net income               4.5        7.7        6.0         15.3

Results for the current quarter include severance costs of $1.8
million related to the Company's overhead reduction efforts.

Chairman and CEO, Dave Robson, commented on the quarter,
"Revenue has stabilized at a relatively healthy level
considering the current market environment. Earnings, however,
declined from the prior year's second fiscal quarter due to
lower multi-client margins. With a focused effort, we generated
positive cash flow during the quarter. There are several factors
contributing to this. Revenue is up and a greater percentage is
coming from proprietary work. Additionally, after having
completed our marine fleet upgrade, our capital expenditures are
now closer to maintenance levels. Also, the Company is focusing
on projects that will bring both cash and profit in the near
term. We remain committed to generating positive cash flow for
the fiscal year."

Revenue for the second quarter was $125.3 million, an increase
of 5% compared to the prior year's second quarter. Net income
decreased to $4.5 million, or $0.14 per share, versus $7.7
million, or $0.24 per share, in the prior year's second quarter.
Prior year's second quarter results included $5.1 million ($0.10
per share) of costs related to the terminated merger with
Petroleum GeoServices and devaluation and shutdown costs in
Argentina.

                          Multi-client

Multi-client revenue decreased by 2% compared to the second
quarter of fiscal year 2002 and increased 16% sequentially. Net
cash spending on multi-client data library was $38.1 million
during the quarter and the multi-client library balance at the
end of the quarter was $352.7 million.

Land multi-client revenue increased by 19% compared to the
second quarter of fiscal 2002 and increased 72% sequentially.
Revenue was equally divided between US and Canadian sales. Shelf
sales of the Company's Alberta foothills surveys contributed
significantly to the quarter.

Marine multi-client revenue decreased by 8% compared to the
second quarter of fiscal 2002 and increased 3% sequentially.
Sales were spread out over the Company's major data library
markets: the Gulf of Mexico, Brazil, West Africa and the North
Sea. Healthy revenue levels were achieved despite no major
"grand tour" sales. The Company continues to generate
significant sales from reprocessed Gulf of Mexico data using
advanced processing techniques, such as Pre-Stacked Depth
Migration (PSDM), made possible by the Company's investments in
PC cluster technology.

                            Contract

Contract revenue increased by 13% compared with the second
quarter of 2002 but decreased 26% sequentially. Contract revenue
was exceptionally high during the first quarter of FY 2003 due
to a large land project in Peru and marine projects in Trinidad
and Morocco.

Contract land revenue decreased by 4% from the prior year's
second quarter due to a slow start of the Canadian season.
Warmer than normal weather prevented equipment movement. The
Canadian market experienced a significant pickup in activity
towards the end of the quarter, which is expected to continue
through the winter season. As of January 31, 2003, the Company
was operating 11 land crews: 5 in Canada, 3 in the US, 1 in
South America and 2 in Oman.

Contract marine revenue for the second quarter increased by 44%
from the prior year's second quarter due mainly to projects in
Morocco, Trinidad and Asia Pacific, and increased processing
revenue. The Company expects this trend to continue as it
dedicates more of its fleet to contract work.

                      Operating Income

Operating income as a percent of revenue decreased to 9.4%
compared to 12.3% in the prior year's second quarter. Margins
declined due to lower multi-client margins caused by a greater
mix of lower margin surveys. This decline was partially offset
by higher proprietary margins. Operating income for the current
quarter was also reduced by $1.8 million of employee severance
expense, which has been included in general and administrative
expenses. The Company does not anticipate incurring significant
severance expense during the remainder of the fiscal year.

                           Other

Interest expense increased by $0.9 million from prior year's
second fiscal quarter due to additional borrowings under the
Company's revolving credit facility. Subsequent to quarter end,
the Company replaced its existing borrowings with a $250 million
bank facility, including $195 million term loans and $55 million
available under a revolving credit facility. The initial
borrowings under this facility will bear interest at a weighted
average rate of approximately 8%.

The Company's effective tax rate for the quarter was 39%, or
comparable to the rate for the second quarter of fiscal year
2002.

The Company's cash balance increased by $31.7 million during the
quarter due to strong cash flows from operating activities and
lower investments in equipment and multi-client library. Cash
flows from changes in working capital contributed $12.1 million
to the total cash generated during the quarter.

                          Backlog

The Company's backlog increased to $169.6 million from $155.2
million at the end of the prior quarter with the largest
increase coming from backlog of contract marine acquisition
projects.

As reported in Troubled Company Reporter's February 25, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB+'
corporate credit rating on seismic services provider Veritas DGC
Inc.

At the same time, Standard & Poor's assigned ratings to each
tranche of Veritas' $250 million senior secured credit agreement
and withdrew its ratings on the company's senior unsecured notes
due 2003. The outlook is negative.

Houston, Texas-based Veritas has about $195 million of
outstanding debt.


WARNACO GROUP: Bank of Nova Scotia Discloses 9.79% Equity Stake
---------------------------------------------------------------
On February 4, 2003, David Smith, Vice President for Group
Compliance of The Bank of Nova Scotia, reports to the Securities
and Exchange Commission that Bank of Nova Scotia beneficially
owns 4,407,211 shares, representing 9.79% of the total common
stock The Warnaco Group, Inc. issued. (Warnaco Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Expects to Reduce Additional $10 Million in Costs
----------------------------------------------------------------
Weirton Steel Corp., (OTC Bulletin Board: WRTL) officials said
they believe the company will succeed in fulfilling the
remainder of its cost-savings steps to help the company become
more competitive.

An Associated Press article released Wednesday said the
steelmaker could be forced into bankruptcy or liquidation if
company retirees do not agree to proposed changes in their
health care coverage, one of the cost-savings measures the
company is pursuing.

"Within the past several weeks, we reduced expenses by $38
million through new labor agreements and like concessions from
management which include a 5 percent pay cut and a pension
freeze. That was step one. The second step involves our
retirees," said John H. Walker, Weirton Steel president and
chief executive officer.

"We believe we will trim an additional $10 million in costs with
help from our retirees. We currently are holding informational
meetings with them to explain a proposal that asks them to
assume part of their health care coverage. While the issue is
painful, they understand the need to keep the company and their
benefits intact and have responded favorably to the proposal."

Walker said since 36 domestic steel companies filed for
bankruptcy protection in the past five years, it is obvious that
most of the U.S. steel industry is attempting to avert
bankruptcy or emerge from it.

"Our employees and retirees are extremely knowledgeable about
our company and the industry. Nevertheless, we have been, and
continue to be candid with them in meetings and in written
materials about the task before us and the scenarios of success
and failure to move the company forward. The Associated Press
obtained written materials intended only for our retirees which
mentioned those scenarios," Walker explained.

"What the Associated Press article does not mention is the
favorable response we've received from our retirees for the
health care proposal. Retirees are signing up for the program.
They have responded courageously and there is every reason to
believe they will continue to support the company."

Walker said the third step is for the company and Independent
Steelworkers Union officials to address health care proposals
for active employees as well as improvements in company-wide
productivity and efficiency. Together, the issues could result
in an additional $34 million in savings.

"We are one of only four domestic integrated mills to have
avoided bankruptcy. That's a testament to the dedication of our
employees to keep our company a long-term survivor. The proposal
we've made to our retirees, like all cost-savings steps we're
taking, is to help ensure the survival of the company, not drive
it into bankruptcy," Walker noted.

"Our employees and retirees - both management and union - have a
long, successful history of overcoming the tough issues and
we're not ready to write the final chapter," Walker noted.


WESTERN DIVERSIFIED: S&P Affirms & Withdraws BBpi Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBpi'
counterparty credit and financial strength ratings on Western
Diversified Life Insurance Co., and then withdrew the ratings.

Standard & Poor's withdrew these ratings following a decision to
refocus analytical research resources and reduce coverage in
insurance sectors where Standard & Poor's already provides
significant coverage through its full, interactive rating
process.

American Specialty Health Inc. purchased the company from
Protective Life Insurance Co. on October 31, 2001. "Key rating
factors included the company's limited operating scope, good but
volatile returns, and extremely strong capital and liquidity,"
said Standard & Poor's credit analyst Alan Koerber.

Headquartered in Deerfield, Illinois Western Diversified writes
mainly credit life and credit accident & health. Business in the
company's major states of Michigan, Illinois, Minnesota, New
Hampshire, and Indiana constitute more than 85% of its total
revenue--and its products are distributed primarily through
independent agents. Western Diversified, which began operations
in 1974, is licensed in 40 states.

The ratings on Western Diversified are determined on a
standalone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings
with a 'pi' subscript are reviewed annually based on a new
year's financial statements, but may be reviewed on an interim
basis if a major event that may affect the insurer's financial
security occurs. Ratings with a 'pi' subscript are not subject
to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


WICKES INC: Completes Exchange Offer for 11-5/8% Sr. Sub. Notes
---------------------------------------------------------------
Wickes Inc. (NASDAQSC: WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
successfully completed its offer to exchange its new Senior
Secured Notes due 2005 for its outstanding 11-5/8 percent Senior
Subordinated Notes due 2003. The Company also completed the
refinancing of its senior credit facility with the proceeds of a
new $125 million senior credit facility.

Wickes Chairman and Chief Executive Officer J. Steven Wilson
said, "This comprehensive refinancing provides a solid
foundation for Wickes' future and affords us financial stability
to implement our major market strategy while continuing to
provide professional builders with the products and services
they need to excel. We can now focus entirely on executing our
business plan - building the new Wickes."

Wickes accepted for exchange all $42.833 million of Senior
Subordinated Notes validly tendered in exchange for an equal
principal amount of Senior Secured Notes. The tendered notes
represent approximately 67 percent of the outstanding Senior
Subordinated Notes. Concurrent with the closing of the exchange
offer, the indenture governing the outstanding Senior
Subordinated Notes was amended to remove or modify many of its
restrictive covenants. The Senior Secured Notes, which bear
interest at 11-5/8 percent per annum from the date of issuance
through December 15, 2003 and at 18 percent per annum
thereafter, are secured by liens on the Company's owned real
estate and equipment. These liens are junior to the liens
securing amounts payable under the Company's new senior credit
facility.

The Company's new $125 million senior secured credit facility,
led by Merrill Lynch Capital, as agent on behalf of a group of
lenders, is comprised of a $100 million revolving credit
facility and a $25 million term loan. Borrowings under the new
credit facility are secured by first priority liens on
substantially all of the Company's assets. The credit facility
matures on February 26, 2007. Loans under the facility bear
interest at rates ranging from 2.5 to 4.0 percent above LIBOR or
1.25 to 2.75 percent above prime.

James A. Hopwood, chief financial officer, stated, "The
completion of the refinancing is a major milestone for our
company. Our new capital structure extends the maturities of a
significant portion of our debt and improves liquidity,
providing us with the flexibility to continue to strengthen our
core business. We sincerely appreciate the support and the
confidence expressed by the lending community in Wickes."

Wickes Inc., is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and
internationally, operating building centers in the Midwest,
Northeast and South. The Company's building component
manufacturing facilities produce value-added products such as
roof trusses, floor systems, framed wall panels, pre-hung door
units and window assemblies. Wickes Inc.'s Web site at
http://www.wickes.comoffers a full range of valuable services
about the building materials and construction industry.

                          *    *    *

As reported in Troubled Company Reporter's November 6, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Wickes Inc., to triple-'C' from triple-'C'-plus. The
downgrade was based on the company's weak liquidity and Standard
& Poor's concern that Wickes will be challenged to improve
operations and liquidity significantly after it completes the
sale of its Wisconsin and Northern Michigan operations.

DebtTraders reports that Wickes Inc.'s 11.625% bonds due 2003
(WIKS03USR1) are trading at about 60 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WIKS03USR1
for real-time bond pricing.


WILD OATS: Dec. 28 Working Capital Deficit Stands at $27 Million
----------------------------------------------------------------
Wild Oats Markets, Inc. (Nasdaq: OATS), a leading national
natural and organic foods retailer, announced financial results
for the fourth quarter and full year ended December 27, 2002. In
2002, the Company generated $919.1 million in sales, a 2.9
percent increase over 2001; and net income of $6.9 million in
2002, compared with net loss of $43.9 million share in 2001.

                     2002 Financial Results

Net sales for the year were a record $919.1 million, up 2.9
percent compared with $893.2 million in 2001. This increase was
achieved despite the sale and/or closure of nine stores in 2002.
For the most part, these sales and closures were part of the
Company's substantially completed 2001 planned rationalization
program to close and, where possible, divest under-performing
stores. The sales gain was primarily driven by positive 5.2
percent comparable store sales in 2002, compared with same-store
sales of 4.0 percent in 2001.

Wild Oats generated $221.8 million in net sales in the fourth
quarter of 2002, down slightly from $222.1 million in last
year's fourth quarter. Comparable store sales were 2.9 percent
in the fourth quarter of 2002, compared with 5.7 percent in the
fourth quarter of 2001. The deceleration of sales in the fourth
quarter can primarily be attributed to a 1.9 percent decline in
comparable stores' customer traffic. This was primarily due to
the Company's stock keeping unit (SKU) rationalization, which
was completed simultaneously with the Company's transition to a
new primary distributor -- both of which led to product
discontinuances and higher than anticipated out-of-stock
conditions. Additionally, significant road construction
affecting seven of the Company's stores in the fourth quarter
had a 70-basis- point adverse impact on comparable store sales
in the quarter. Conversely, the average transaction per customer
increased 5.0 percent in the quarter.

"The major initiatives we successfully completed in 2002 helped
us to return to profitability earlier than expected and to
develop an infrastructure for sustainable, long-term growth.
However, we realize that we are experiencing some short-term
operational disruptions related to the aggressive strategies
implemented in 2002 to turn this Company around," said Perry D.
Odak, President and Chief Executive Officer. "We are confident
that these initiatives, including our SKU rationalization;
transition to a new primary distributor; substantial operational
improvements; development of new store prototypes for both of
our store concepts; implementation of centralized purchasing;
and reductions in direct store expense and overall inventory,
position us to take advantage of the continued growth
opportunities in our industry. We are focused on entering the
next phase of this turnaround, which will include an aggressive
remodel, re-set and new store growth plan, and enhanced
marketing and merchandising programs to increase customer
awareness, traffic and sales."

Wild Oats reported gross profit of $274.3 million in 2002, a 6.1
percent increase compared with $258.5 million in 2001. The gross
profit margin increased almost a full percentage point in 2002
and, for the year, was 29.8 percent compared with 28.9 percent
in 2001. This was achieved through more disciplined pricing
strategies, a new category management structure, the
consolidation of vendors and rationalization of SKUs. Gross
profit margins improved throughout the year, with the strongest
levels being achieved in the fourth quarter of 2002.

Gross profit in the fourth quarter of 2002 was $68.1 million, a
9.5 percent increase compared with $62.2 million in the same
period last year. The gross profit margin increased to 30.7
percent of sales in the fourth quarter of 2002 compared with
28.0 percent of sales in the same period last year.
Sequentially, the gross profit margin improved 1.3 percentage
points in the fourth quarter from 29.4 percent in the third
quarter of 2002. Both the year-over-year and sequential quarter
increases were primarily due to the Company's planned SKU
rationalization.

Direct store expenses in 2002 were down 4.8 percent to $198.4
million, from $208.3 million in 2001. Direct store expenses as a
percent of sales were 21.6 percent in 2002, compared with 23.3
percent last year. The reduction in direct store expenses was
primarily due to better expense management at store-level, as
well as the centralization of several non-retail contracts, such
as store supplies, maintenance and store services. These efforts
also contributed to a 9.6 percent reduction in fourth quarter
2002 direct store expenses to $47.8 million, from $52.9 million
in the fourth quarter of 2001.

The store contribution margin continued to improve throughout
the year and was 8.2 percent of sales in 2002, a 2.6 percentage
point increase compared with 5.6 percent in 2001. In the fourth
quarter of 2002, store contribution margin was 9.1 percent of
sales compared with 4.2 percent in the same period last year.
The significant gain in store contribution in both periods was
the result of continued improvements in store-level expense
management.

Selling, general and administrative (SG&A) expenses, excluding
goodwill amortization, in 2002 increased 10.0 percent to $55.2
million from $50.2 million in the prior year. SG&A as a percent
of sales was 6.0 percent in 2002 compared with 5.6 percent in
2001. The increase in on-going SG&A expenses in 2002 is related
to continued investments in marketing to maintain and strengthen
positive customer traffic trends in 2001, as well as investments
to strengthen information systems, and headcount increases to
build an infrastructure that would position Wild Oats for future
growth.

In the fourth quarter of 2002, SG&A expenses were $13.6 million,
or 6.1 percent of sales, a 19.3 percent increase from $11.4
million, or 5.2 percent of sales, in last year's fourth quarter.
Higher year-over-year SG&A expenses in the fourth quarter were
primarily attributable to increased marketing investments as the
Company completed the rollout out of its weekly advertising
program throughout 2002.

Net income in 2002 was $6.9 million compared to net loss of
$43.9 million in 2001. Net income in 2002 included reversals of
previous restructuring and asset impairment charges of
approximately $832,000 pre-tax after tax. The Company recorded
restructuring and asset impairment charges of approximately
$54.9 million pre-tax in 2001, which were primarily related to
the sale and closure of under-performing stores. The reduction
in direct store expenses, improvement in store contribution
margin and overall greater financial discipline fueled Wild Oats
Markets' return to profitability in 2002. Additionally, the
Company's ability to produce eight consecutive quarters of
positive same-store sales contributed to the significant
improvement in net income for the year.

Net income in the fourth quarter of 2002 was $2.6 million
compared with net loss of $2.8 million in the same period last
year. Fourth quarter 2002 net income included $362,000 in after-
tax charges, related to a change in estimates surrounding the
effective federal tax rate and higher-than-anticipated state
franchise tax liabilities. In the fourth quarter of 2001, the
Company recorded a net pre-tax credit of approximately $704,000
relating to restructuring activity.

The Company's December 28, 2002 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $27 million.

                      Business Developments

Subsequent to its fiscal year-end, Wild Oats entered into a new
three-year $75 million credit facility, lead by Wells Fargo
Bank, N.A., its current lead lender, to support general
operating needs. The new credit facility replaced an earlier
three-year facility, which was due to expire in August of this
year. In addition to the $51.2 million in new equity raised in
September 2002, the refinancing of this credit agreement
completes the Company's planned financial restructuring.

The Company opened two new stores, based on the Wild Oats
Natural Marketplace prototype model, in Portland, Maine and
Louisville, Ky. in January 2003. The new stores, like the
Company's first prototype opened in Long Beach, Calif. in April
2002, continue to produce results that exceed management
expectations and are higher than overall Company averages for
sales per square foot, average customer traffic and basket size.

Wild Oats will continue its new store development program by
opening its first Henry's Marketplace farmers market prototype
store in Costa Mesa, Calif. on February 28, 2003, two new Wild
Oats stores in Lexington, Ky. and Franklin, Tenn. in the third
quarter of 2003, and five additional Wild Oats and Henry's
stores in the fourth quarter of this year in California,
Colorado and Utah. The Company currently has signed leases or
letters of intent for new Wild Oats stores in Colorado Springs
and Denver, Colo.; three locations in the greater Salt Lake City
metropolitan area; one store each in Cincinnati, Ohio,
Indianapolis, Ind. and Omaha, Neb.; and seven Southern
California locations for new Henry's Marketplace stores,
including six metropolitan Los Angeles locations and one Palm
Springs area location. These additional sites will open in late
2003 or early 2004. Wild Oats is still on track to open up to 10
stores in 2003, 15 to 20 in 2004, and 20 to 25 in 2005.

On February 3, 2003, Wild Oats announced the appointment of
three new members to its Board of Directors, and the
resignations of David Ferguson and Mo Siegel. The three new
appointments, Dr. Stacey Bell, David Gallitano and Mark
Retzloff, bring unique perspectives and deep industry knowledge
to Wild Oats, including medical science and nutrition expertise,
financial acumen and natural products industry experience,
respectively. Messrs. Ferguson and Siegel both announced their
resignation from the Board due to changes in their professional
careers.

"We are proud of our many accomplishments in 2002 and we thank
each of our 8,500 employees for their support during a
challenging time of change and re-engineering our business,"
said Mr. Odak. "We have generated positive comparable store
sales for eight consecutive quarters despite softness in the
economy. We have developed a new prototype for our Wild Oats
stores that has proven to be successful, and we will open our
new Henry's Marketplace prototype at the end of February 2003.
We have developed greater financial and cost management
discipline throughout our organization, which has driven our
return to profitability in 2002. We have completed the complex
transition to our new primary distributor and our simultaneous
SKU rationalization, and we expect these initiatives to reap
long-term bottom-line benefits. We have refinanced our credit
facility. We have made investments in IT systems and personnel
to strengthen our infrastructure, drive efficiency and prepare
for sustained growth throughout our operations. Finally, we have
raised more than $50 million in equity to fund an aggressive
store remodel and new store development program, and, in
conjunction with this, have signed four new leases and numerous
letters of intent to fill our real estate pipeline."

"With all of these major initiatives behind us, we now have a
strong platform from which to grow and fully realize the
numerous opportunities in the accelerating natural and organic
products industry in 2003," said Mr. Odak.

Wild Oats Markets, Inc., is a nationwide chain of natural and
organic foods markets in the U.S. and Canada. The Company
currently operates 101 natural food stores in 25 states and
British Columbia, Canada. The Company's markets include: Wild
Oats Natural Marketplace, Henry's Marketplace, Nature's -- a
Wild Oats Market, Sun Harvest and Capers Community Market. For
more information, please visit the Company's Web site at
http://www.wildoats.com


WORLD HEART: Will Hold Year-End Results Conference Call on Mar 5
----------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSE: WHT) will hold a
telephone conference call for shareholders, media and interested
members of the financial community following the release of the
year-end results for the period ended December 31, 2002.

The results will be released via Canada NewsWire and PR Newswire
at approximately 2 p.m. on March 5, 2003, and will be followed
by the conference call at 4:00 p.m. (EST). Rod Bryden, President
and Chief Executive Officer will host the call. Dr. Tofy
Mussivand, Chairman and Chief Scientific Officer and Ian W.
Malone, Vice President, Finance and Chief Financial Officer,
will accompany him.

To participate, please call 1-888-434-1242 ten minutes before
the call begins. A recording of the presentation and question
period will be available for review starting at 6:00 p.m. on
March 5th. The recording can be accessed by dialing 1-800-558-
5253 and entering reservation number 21115545. It will be
available until midnight on April 4, 2003.

World Heart Corporation, with a September 30, 2002 shareholders
equity deficit of about C$35.4 million, is an Ottawa and
Oakland-based, global medical technology company focused on the
development and commercialization of fully implantable,
pulsatile Ventricular Assist Devices (VAD).


WORLDCOM INC: Urges Court to Enforce Stay to Preserve Insurance
---------------------------------------------------------------
Effective from December 31, 2001, National Union Fire Insurance
Company of Pittsburgh, Pennsylvania issued to WorldCom a
Directors, Officers and Corporate Liability Insurance Policy,
Policy No. 874-91-08 and an excess Directors, Officers and
Corporate Liability Policy, Policy No. 008-749244.  The policy
period of the National Union Policies was December 31, 2001 to
December 31, 2002.  The National Union Excess D&O Policy
followed the form, including the terms, conditions, and
exclusions of the underlying National Union Primary D&O Policy.

Effective from August 11, 2001, National Union also issued to
WorldCom an AIG Protech, Fiduciary Liability and Crime Guard
Policy, Policy No. 873-91-01.  The policy period of the AIG
Blended Policy was August 11, 2001 to August 11, 2002.

                         The Excess Policies

Joseph S. Allerhand, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on August 11, 2001, Continental Casualty
Company sold to the Debtors excess blended insurance policy nos.
169792758 and 169792789, both of which cover the period
August 11, 2001 to August 11, 2002.  Similarly, Twin City Fire
Insurance Company sold to the Debtors an excess blended
insurance policy no. NPG 0201656, which covers the period August
11, 2001 to August 11, 2002.  These blended policies provide
coverage under three separate parts:

     A. generally, an errors and omissions section covering
        technology errors and omissions, media liability,
        telecommunications liability, miscellaneous professional
        liability, and Internet liability;

     B. employee benefit plan fiduciary liability; and

     C. fidelity and crime/theft coverage.

The fiduciary liability portion of the coverage is of most
interest because at least 17 fiduciary related claims are
pending against WorldCom and certain of its directors, officers
and employees.

The primary blended policy, the AIG Blended Policy, has a
$10,000,000 aggregate limit for fiduciary coverage.  Five
separate excess layers of coverage, including the Continental
Excess Blended Policies and the Twin City Excess Blended Policy,
provide additional "follow form" coverage above the AIG Blended
Policy up to $50,000,000.  The two Continental Excess Blended
Policies have aggregate limits amounting to $10,000,000 and
$5,000,000.  The Twin City Excess Blended Policy has an
aggregate limit equal to $10,000,000.

On December 31, 2001, Mr. Allerhand alleges that Continental
sold to the Debtors an excess Directors, Officers and Corporate
Liability Insurance Policy, policy no. DOX169654380, which
covers the period December 31, 2001 to December 31, 2002.
Similarly, Twin City sold to the Debtors an excess Directors,
Officers and Corporate Liability Insurance policy, policy no.
NDA 0134286-01, which covers the period December 31, 2001 to
December 31, 2002. Each excess directors and officers policy
follows the form, including the terms, conditions, and
exclusions, of the underlying National Union Primary D&O Policy.

The aggregate limit of liability for the National Union Primary
D&O Policy is $15,000,000.  Additional coverage excess to and
following the form of the National Union Primary D&O Policy is
provided by seven excess layers, up to $100,000,000, with the
Continental Excess D&O Policy having a $15,000,000 aggregate
limit and the Twin City Excess D&O Policy also having a
$15,000,000 aggregate limit.  At least 62 claims are pending
against WorldCom and certain of its directors and officers
implicating the directors and officers tower of coverage.

Mr. Allerhand explains that WorldCom's directors and officers
tower of coverage provides two types of coverage -- one for
individual directors and officers, and one for WorldCom itself,
both to the extent of its own "entity" liability and to the
extent it indemnifies the directors and officers against covered
claims.  The "directors and officers liability" coverage
obligates the insurers, including Continental and Twin City, to
pay on behalf of each director or officer all "loss" for which
the director or officer is not indemnified by WorldCom and for
which the director or officer becomes legally obligated to pay
because of a claim first made during the policy periods for a
"wrongful act" committed during or before the policy period.
The "company reimbursement" coverage obligates the insurers,
including Continental and Twin City, to pay on WorldCom's behalf
all "loss" for which WorldCom indemnifies any director or
officer who has become legally obligated to pay a covered claim.
"Loss" is broadly defined to mean the "total amount" that a
director or officer is obligated to pay for "wrongful acts,"
including damages, judgments, settlements, costs, and defense
costs.  While the directors and officers policies do not
obligate the insurers, including Continental and Twin City, to
defend a director or officer, the insurers are obligated to
advance defense costs.

The directors and officers' policies, including those sold by
Continental and Twin City, cover many alleged acts or omissions
by a director or officer.  The term "wrongful act" is defined to
include any breach of duty, neglect, error, omission, act,
misstatement, or misleading statement made by an insured in his
or her capacity as a director or officer.  Criminal and
fraudulent acts and conduct are excluded, but the wrongful acts
of one insured, director or officer will not be imputed to any
other director or officer.

                   Shareholder and Employee Lawsuits

According to Mr. Allerhand, certain WorldCom employees and
former employees have brought a number of class actions and
other suits against the Debtors and certain of its current and
former directors, officers, and employees, alleging wrongful
conduct covered under the Continental Excess Blended Policies
and the Twin City Excess Blended Policy.  To date, at least 17
fiduciary lawsuits have been filed, including at least four
lawsuits filed postpetition.  Similarly, certain WorldCom
shareholders and bondholders have brought a number of federal
securities law class action and shareholder derivative suits
against the Debtors and certain of its current and former
directors and officers alleging wrongful conduct covered under
the Continental Excess D&O Policy and the Twin City Excess D&O
Policy.  To date, at least 62 securities lawsuits have been
filed, including at least 17 filed postpetition.  In these
fiduciary and securities lawsuits, the plaintiffs seek
collective damages measured in the billions of dollars.

Given the Debtors' present uncertain financial condition, the
Policies are an important and necessary part of their ability to
resolve these substantial claims using policy proceeds, which
resolution is an important and necessary part of any future
reorganization.

                Insurers Attempt To Rescind Policies

Mr. Allerhand tells the Court that the Debtors timely notified
Continental, Twin City and its other insurers of the fiduciary
and securities lawsuits.  The Debtors demanded that each insurer
acknowledge that when their policies became implicated by reason
of the exhaustion of the underlying layers of coverage, the
insurers would be required to:

     A. pay the defense costs incurred in connection with the
        fiduciary and securities lawsuits; and

     B. indemnify WorldCom and its current and former directors,
        officers, and employees in full for all legal
        liabilities, including all sums that may be spent in
        settlement and as a result of judgments, in connection
        with those lawsuits.

However, instead of properly acknowledging their coverage
obligations under the Policies, Continental and Twin City have
refused to acknowledge their coverage obligations and have
attempted to rescind the Policies and declare them void ab
initio, in violation of the automatic stay.

Specifically, with respect to the Continental Excess Blended
Policies, on October 2, 2002, and in violation of the automatic
stay, Mr. Allerhand relates that Continental wrongfully and
without basis sent a letter to the Debtors' broker advising in
an attachment that Continental considers its excess blended
policies to be "void ab initio" and "regards the policies as
having been rescinded."  Similarly, with respect to the
Continental Excess D&O Policy, on September 12, 2002,
Continental expressed the same sentiments through a letter to
the Debtors' broker.  On top of that, on January 28, 2003,
Continental filed a complaint for declaratory and equitable
relief in the United States District Court for the Southern
District of New York against 17 current and former directors and
officers of WorldCom, seeking a declaration that the Excess D&O
Policy and at least one of the Excess Blended Policies sold by
it are void ab initio on the basis of alleged misrepresentations
made by WorldCom in its application for coverage.

Likewise, on September 30, 2002, and in violation of the
automatic stay, Twin City wrongfully and without basis sent a
letter to the Debtors' broker advising that it rescinds and
declares null and void ab initio the Twin City Excess Policy and
the Twin City Excess D&O Policy.  Early this month, Twin City
filed a complaint for declaratory and equitable relief in the
United States District Court for the Southern District of New
York against 19 current and former directors and officers of
WorldCom, seeking a declaration that the Twin City Excess D&O
Policy is void ab initio on the basis of alleged
misrepresentations made by WorldCom in its application for
coverage.

Mr. Allerhand believes that the declaratory judgment actions
filed by Continental and Twin City in and of themselves violate
the automatic stay, insofar as these actions seek to exercise
control over, modify -- or worse, nullify -- the Debtors' rights
in valuable estate property and to force them to use estate
assets to pay substantial obligations that would and should
otherwise be paid by the Policies or from their proceeds.
Continental and Twin City should have sought relief from the
automatic stay before commencing federal court actions
requesting rescission of the Policies.

Even if WorldCom's direct rights under the Policies are or may
be ultimately nullified, Judge Gerber made clear in Adelphia
that a debtor's lack of entity coverage does not eviscerate its
interest in its D&O policies or their proceeds, especially
where, as in WorldCom's case, there is indemnification coverage.
See In re Adelphia Comm. Corp., 285 B.R. 580 (Bankr. S.D.N.Y.
2002) at 591 (the availability of indemnification coverage under
a debtor's D&O policy, even if there is no entity coverage,
gives the debtor an interest in the policy proceeds and the
proceeds are therefore estate property).

Mr. Allerhand argues that permitting Continental or Twin City to
proceed with their separately filed actions would contravene
Section 362 of the Bankruptcy Code by exposing the Debtors to
the risk of loss of substantial assets -- tens of millions of
dollars -- that are important to its reorganization.  The
Policies and their proceeds are property of the Debtors' estate
not only because the Policies provide direct liability coverage
to its directors and officers, but also because they provide
Indemnification coverage.  In the insurance context, if the
debtor were to recover anything under a D&O insurance policy, it
would be directly benefited and the proceeds would constitute
property of the estate.  See In re Mego Int'l, Inc., 28 B.R. 324
(Bankr. S.D.N.Y. 1983) (where the proceeds payable under a D&O
policy would increase the total assets available for the
debtor's creditors, the automatic stay should not be lifted to
permit the insurer to pursue a state court action seeking a
declaration of the insurer's rights under the policy).

Mr. Allerhand points out that pursuant to this Court's Order
authorizing the payment of certain legal fees and expenses of
their current employees and certain officers, dated October 15,
2002, the Debtors are already paying out of its own pocket
attorneys' fees and other related expenses for certain of the
Debtors' directors and officers based on their involvement in
various lawsuits.  Having the proceeds of the Policies available
to assume this payment obligation would directly benefit the
estate, increasing the amount of assets available to satisfy
other claims.  See In re Republic Tech. Int'l, LLC, 275 B.R.
508, 518 (Bankr. N.D. Ohio 2002) (where determination must be
made as to whether the proceeds of an insurance policy are
property of a debtor's estate, "the facts of each particular
case must be analyzed to determine whether or not payment of
insurance proceeds could alter the value of the bankruptcy
estate at issue"); In re Sacred Heart Hosp., 182 B.R. 413, 420
(Bankr. E.D. Pa. 1995) (if the proceeds from the debtor's
insurance coverage and those from the direct D&O coverage derive
from the "same pot of proceeds," then "payment of either type of
claim would [] diminish[] the pot, and arguably expose[] the
debtor to claims which otherwise might have been paid by the
insurer").

Accordingly, the Debtors seek relief pursuant to Section 362 to
protect and preserve its rights under the Policies from the
separate attempts by Continental and Twin City to avoid their
coverage obligations by pursuing rescission litigation.  The
fact that both Continental and Twin City name only individual
defendants in their actions, and not WorldCom, does not change
this mandated result.  The Continental Complaint and the Twin
City Complaint unquestionably place at risk tens of millions of
dollars in assets of the Debtors' estate. (Worldcom Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


W.R. GRACE: Baupost Group Discloses 3.71% Equity Stake
------------------------------------------------------
The Baupost Group LLC, a Massachusetts holding company,
announced today that it holds stock in W. R. Grace & Co.,
totaling 2,428,200 shares, or 3.71% of the total issued and
outstanding stock in that company.  SAK Corporation, a
Massachusetts entity, and Seth A. Klarman have a beneficial
interest in these shares.

Mr. Klarman explains that The Baupost Group, L.L.C. is a
registered investment adviser.  SAK Corporation is the Manager
of Baupost. Seth A. Klarman, as the sole Director of SAK
Corporation and a controlling person of Baupost, may be deemed
to have beneficial ownership under Section 13(d) of the
securities beneficially owned by Baupost. Securities and
including securities purchased on behalf of various investment
limited partnerships. (W.R. Grace Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XCEL ENERGY: Board Declares Quarterly Preferred Share Dividends
---------------------------------------------------------------
On February 26 the Board of Directors of Xcel Energy declared
regular quarterly dividends on all series of outstanding
preferred stocks. The dividends are payable on April 15, 2003 to
shareholders of record on March 31, 2003.

        Series of Cumulative                      Dividend
          Preferred Stock                         Per Share
          ---------------                         ---------

               $3.60                               $0.90
               $4.08                               $1.02
               $4.10                               $1.025
               $4.11                               $1.0275
               $4.16                               $1.04
               $4.56                               $1.14

Xcel Energy Inc.'s 7.000% bonds due 2010 (XEL10USR1) are trading
at about 92 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.


* FBI Sets-Up New Corporate Fraud Hotline at 1-888-622-0117
-----------------------------------------------------------
The Federal Bureau of Investigation launched its new Corporate
Fraud Hotline this week. This personally manned "hotline"
provides the general public with the opportunity to furnish
information concerning suspected Corporate Fraud matters
directly to the FBI in Washington, D.C., via a toll-free
telephone number at 1-888-622-0117.

FBI Director Robert S. Mueller said the inception of the
Bureau's Corporate Fraud Hotline is part of the national
Corporate Fraud Initiative.

Established by the Financial Crimes Section, Criminal Division
at FBI Headquarters, the national Corporate Fraud Initiative
will allow the FBI to maintain and report on all Corporate Fraud
Hotline data. Once the information has been entered into the
database, FBI analysts will be able to easily review and analyze
the information for use in reports and dissemination to the
field offices. Through this expanded intelligence gathering
effort, the FBI expects the Corporate Fraud Hotline to generate
four or five new corporate fraud cases each month. The hotline
will be manned Monday through Friday at FBI Headquarters during
normal business hours of 9 A.M. to 5 P.M. by FBI analysts.
.
This new initiative includes:

     (1) the development/enhancement of liaison between the FBI
         field offices and other agencies which investigate fraud
         matters, such as the Securities and Exchange Commission,
         the United States Postal Inspection Service, State
         Attorney Generals Offices, and state and federal
         regulatory agencies;

     (2) the creation of the Corporate Fraud "Reserve Team" to
         assist field offices in need of investigative assistance
         in major Corporate Fraud investigations; and,

     (3) the hiring of additional agents with the skills needed
         to efficiently and effectively investigate these types
         of crimes.

This "hotline" will be monitored by FBI analysts who will take
caller information and disseminate it to appropriate field
offices for further investigation. The "hotline" will be manned
Monday through Friday at FBI Headquarters during normal business
hours.

The Corporate Fraud Initiative was established to more
effectively focus and coordinate the FBI's White Collar Crime
resources on combating the rapidly emerging corporate fraud
crime problem. Since initiating the Enron investigation on
December 4, 2001, the FBI has opened more than 50 major
corporate fraud investigations, including WorldCom, K-mart,
America Online, Qwest Communications, Tyco International,
Homestores.com, Rite-Aid, and Bristol - Meyers Squibb. The FBI
currently has 13 corporate fraud investigations in which the
estimated losses to investors exceed $100 million.

All persons with information concerning possible Corporate Fraud
activities, particularly corporate employees, are encouraged to
provide that information to the FBI in a timely manner.


* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

   From the beginning, public and legal policy in the U.S.
centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                           *********

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 ***