TCR_Public/030303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 3, 2003, Vol. 7, No. 43

                           Headlines

AMERICAN LAWYER: Eases Fin'l Flexibility with Amended Debt Pacts
AMERIPATH: S&P Assigns Low-B Corp. Credit & Sub. Notes Ratings
APPLICA INC: Hits Sales and Earning Expectations in 4th Quarter
ASIA GLOBAL CROSSING: Seeks to Assume & Assign KDDI & NEC Pacts
BASIS100 INC: Court Clears EFA Group Asset Sale to Computershare

BCE INC: Lawsuit Launched against 5 Former Teleglobe Directors
BIOTRANSPLANT INC: Files Chapter 11 Petition in Boston, Mass.
BIOTRANSPLANT INC: Case Summary & 20 Largest Unsec. Creditors
BURLINGTON INDUSTRIES: Berkshire Terminates $579-Mil. Cash Offer
CALYPTE BIOMEDICAL: Dec. 31 Net Capital Deficit Widens to $7MM

CANMINE RESOURCES: PricewaterhouseCoopers Appointed as Receiver
CEDRIC KUSHNER: Needs Additional Financing to Sustain Operations
COMDISCO INC: Seeks Approval of Subrogation Rights Transfer
CWMBS (INDYMAC): Fitch Downgrades Several Issues Due to Losses
DEVINE: Intends to Meet TSX's Continued Listing Requirements

DICE INC: Garden City Appointed as Claims and Balloting Agent
DIGEX INC: Commences Trading on OTCBB Effective February 28
DONINI INC: Samuel Klein & Co. Expresses Going Concern Doubt
ENCOMPASS SERVICES: Implementing Key Employee Retention Plan
FLEMING COS: S&P Lowers Credit Rating to B- and Says Watch Neg.

FREESTAR TECH.: Court Dismisses Involuntary Chapter 7 Petition
GAP INC: Brings-In Eva Sage-Gavin as EVP of Human Resources
GAP INC: Fourth Quarter Performance Shows Marked Improvement
GEN. CHEMICAL: S&P Cuts Rating over Increased Liquidity Concerns
GISA HOLDINGS: Sues MAII Hldgs. & Car Rental for Breach of Pacts

GLOBAL CROSSING: IMPSAT Demands Prompt $1.9M Admin Claim Payment
GMACM MORTGAGE: Fitch Rates 2 P-T Note Classes at Lower-B Level
GRAHAM PACKAGING: Narrows Partners' Capital Deficit to $460 Mil.
HOLLINGER INT'L: Expects Up to $120-Million in EBITDA in 2002
HOLLINGER INT'L: Board of Directors Declare Quarterly Dividend

HOLLYWOOD CASINO: S&P Junks Ratings over Notes Repurchase Issues
HORSEHEAD INDUSTRIES: Court Fixes March 28, 2003 Claims Bar Date
IMPAC FUNDING: Fitch Hatchets Ratings on Various Note Issues
INTEGRATED DEFENSE: S&P Puts Low-B Ratings on Watch Developing
INTERPLAY ENTERTAINMENT: Shoos-Away Ernst & Young as Accountants

IPCS INC: Gets Court OK to Engage Mayer Brown as Special Counsel
JP MORGAN: S&P Assigns Low-B Prelim. Ratings to 3 Note Classes
KEMPER INSURANCE: Enters Renewal Rights Pact with Arch Insurance
KEY3MEDIA GROUP: Hires AlixPartners for Court Noticing Services
KNITWORK PRODUCTIONS: Wants to Pay $810,000 to Critical Vendors

KULICKE & SOFFA: Gets Purchase Orders from Samsung Electronics
LAIDLAW INC: W.D.N.Y. Court Confirms Third Amended Reorg. Plan
LEATHERLAND: Brings-In George Lang & Associates as Accountants
MERRILL LYNCH: S&P Keeps Watch on Four Low-B Note Class Ratings
METRIS COS.: Fitch Junks Senior & Credit Facility Ratings at CCC

METRIS COS.: Won't Pay Dividend Due to Credit Pact Restrictions
MITEC TELECOM: Further Downsizes Global Manufacturing Operations
MSU DEVICES: Files for Chapter 11 Reorganization in N.D. Texas
NAT'L CENTURY: HHA & HBHS Intends to Participate in Proceedings
NEW HORIZONS WORLDWIDE: Completes $14MM Term Loan Refinancing

NOMURA CBO: Fitch Ratchets Several 1997-1 & 1997-2 Note Ratings
NORTEL NETWORKS: Will Pay Preferred Share Dividends on April 14
NORTHWEST PIPELINE: Caps Senior Notes Offering Price
NUTRITIONAL SOURCING: Unsec. Committee Hires Stroock as Counsel
OGLEBAY NORTON: Annual Shareholders' Meeting Slated for April 30

OTTAWA SENATORS: PwC Now Accepting Purchase Offers
PACIFIC GAS: Confirmation Hearing to Continue Early Next Month
PAXSON COMMS: Selling KAPX-TV Station to Telefutura for $20 Mil.
PEGASUS COMMS: Reports Improved Fin'l Results for Q4 & YE 2002
PETROLEUM GEO: NYSE Suspends Trading for Violating Requirements

PG&E CORP: Red Ink Flows in 2002 with Net Loss Topping $874 Mil.
PHOTOCHANNEL NETWORKS: Dec. 31 Balance Sheet Upside-Down by $2MM
PRIME GROUP: Barnes & Thornburg Executes Sublease Amendment
REALTY INCOME: Moody's Raises Preferred & Unsecured Ratings
RESIDENTIAL ACCREDIT: Fitch Rates 2 Note Classes at Low-B Levels

RITE AID: Cerberus Advised to Pass on any Investment Last Year
SAIRGROUP FINANCE: Confirmation Hearing Scheduled for April 8
SHERRITT POWER: Distributes Mail Circular for March 25 Meeting
SIERRA HEALTH: Fitch Rates $100MM Convertible Senior Notes at BB
SOTHEBY HLDGS: S&P Affirms B+ Credit Rating after Nixed Merger

SPIEGEL GROUP: Retailer In or Very Near the Zone of Insolvency
SPIEGEL GROUP: Appoints James M. Brewster as Chief Fin'l Officer
STEEL DYNAMICS: Buys Remaining Interest in New Millennium Bldg.
TRICO MARINE: S&P Revises B+ Rating Outlook to Neg. after Review
UBIQUITEL INC: Closes Exchange Offer for 14% Senior Notes

UNIROYAL TECH: Judge Walsh Appoints Second Retirees' Committee
UNITED AIRLINES: Inks Codeshare Agreement with Mesa Air Group
US AIRWAYS: Meets Financial Tests for Pension Plan Termination
USG CORP: Court Moves Lease Decision Deadline to August 29, 2003
VENUS EXPLORATION: Consents to Chapter 11 Reorganization

WELLS FARGO MORTGAGE: Fitch Rates Classes B-4 & B-5 at BB/B
WICKES INC: S&P Drops Rating to SD After Completed Debt Exchange
WILLIAMS COS.: Completes Sale of Travel Centers for $189 Million
WORLDCOM INC: Seeking SBC's Compliance under MVP Agreements
YUM! BRANDS: Posts Improved International System Sales for Jan.

* Cadwalader Names Two Special Counsel in London Office
* Lawrence M. Nagin Joins O'Melveny & Myers LLP as "Of Counsel"

* BOND PRICING: For the week of March 3 - 7, 2003

                           *********

AMERICAN LAWYER: Eases Fin'l Flexibility with Amended Debt Pacts
----------------------------------------------------------------
American Lawyer Media, Inc. (ALM), the nation's leading legal
journalism and information company, announced changes to two
debt agreements that will provide the company with increased
financial flexibility.

ALM will defer the payment of cash interest on the senior
discount notes issued by its parent corporation, American Lawyer
Media Holdings, Inc., until June 2005. In addition, the terms of
ALM's current $40 MM revolving credit facility, issued by GE
Corporate Finance to ALM's operating subsidiary, The New York
Law Publishing Company, have been revised to provide compliance
alternatives for three key financial ratios.

The holders of the senior discount notes have agreed to waive
cash payment of semi-annual interest that was to begin in June
2003. The senior discount notes will now become "cash-pay" in
December 2004, with the first payment due on June 15, 2005. The
deferral of the cash payments will result in a reduction in
ALM's projected FY 2003 and FY 2004 cash interest payments of
$7.8 MM per year. The senior discount notes will continue to
accrete until December 2004, at which time the aggregate
principal amount of the notes will be $80,260,705. Beginning on
December 15, 2004, cash interest on the senior discount notes
will accrue at the rate of 12.25% per annum. Bruce Wasserstein,
chairman of the board of directors of ALM and ALM Holdings, and
certain affiliates own all of the senior discount notes.  In
addition, as of February 27, 2003, Bruce Wasserstein and certain
affiliates own approximately 4% of the $175 million 9-3/4%
senior notes issued by American Lawyer Media, Inc.

The terms of three specific covenants contained in the GE
Corporate Finance revolving credit agreement have also been
amended. These covenants, specifying required compliance levels
for ALM's maximum total leverage, minimum interest coverage and
minimum fixed charge coverage, now provide alternative
compliance levels.  Specifically -- according to information
obtained from http://www.LoanDataSource.com-- ALM agrees:

    * ALM's Total Leverage Ratio must be cut by more than half
      over the next five years and must not exceed:

        For Any Fiscal Quarter                  Maximum Total
        Ending During the Period of            Leverage Ratio
        ---------------------------            --------------
        Closing Date through Sept. 29, 2002     16.00 to 1.00
        Sept. 30, 2002 through Dec. 30, 2003    14.00 to 1.00
        Dec. 31, 2003 through Dec. 30, 2004     13.00 to 1.00
        Dec. 31, 2004 through June 29, 2005      8.50 to 1.00
        June 30, 2005 through June 29, 2006      8.00 to 1.00
        June 30, 2006 through Dec. 30, 2006      7.50 to 1.00
        Dec. 31, 2006 and thereafter             7.00 to 1.00

    * ALM must maintain an Interest Coverage Ratio of no less
      than:

        For Any Fiscal Quarter                Minimum Interest
        Ending During the Period of            Coverage Ratio
        ---------------------------           ----------------
        Closing Date through Sept. 29, 2002     0.60 to 1.00
        Sept. 30, 2002 through Dec. 30, 2003    0.70 to 1.00
        Dec. 31, 2003 through Dec. 30, 2004     0.75 to 1.00
        Dec. 31, 2004 through March 30, 2005    1.00 to 1.00
        March 31, 2005 through Dec. 30, 2005    1.15 to 1.00
        Dec. 31, 2005 and thereafter            1.30 to 1.00

     * ALM covenants that it will maintain a Fixed Charge
       Coverage Ratio of no less than:
                                                  Minimum
        For Any Fiscal Quarter                  Fixed Charge
        Ending During the Period of            Coverage Ratio
        ---------------------------            --------------
        Closing Date through March 30, 2003     0.50 to 1.00
        March 31, 2003 through Dec. 30, 2003    0.55 to 1.00
        Dec. 31, 2003 through Dec. 30, 2004     0.60 to 1.00
        Dec. 31, 2004 through March 30, 2005    0.80 to 1.00
        March 31, 2005 through Dec. 30, 2005    1.05 to 1.00
        Dec. 31, 2005 and thereafter            1.15 to 1.00

Additionally, the credit agreements provide for incremental
interest rates based on actual financial performance -- the
higher the credit risk, the higher the interest rate.  The
revolving credit agreement was also amended to allow for the
senior discount note transaction described above.

Based on the increased financial flexibility provided by these
amendments, ALM may purchase senior notes in the marketplace,
make acquisitions and pursue new business initiatives, as
permitted under its indentures and credit agreement.

Further details on both of these agreements are available in
Form 8K reports filed by ALM and ALM Holdings with the
Securities and Exchange Commission.

Headquartered in New York City, ALM is a leading integrated
media company, focused on the legal industry. ALM currently owns
and publishes 23 national and regional legal magazines and
newspapers, including The American Lawyer(R) and The National
Law Journal(R). ALM's other businesses include Web, book, custom
and newsletter publishing, court verdict and settlement
reporting, production of legal trade shows and conferences,
educational seminars and distribution of content related to the
legal industry. ALM was formed by U.S. Equity Partners, L.P., a
private equity fund sponsored by Wasserstein & Co., LP. More
information on ALM, its business and services is available on
the Web at http://www.americanlawyermedia.com

                          *    *    *

Standard & Poor's lowered its corporate credit rating on
American Lawyer Media Holdings Inc. and its subsidiary American
Lawyer Media Inc., to triple-'C' from triple-'C'-plus and also
removed all ratings from CreditWatch, where they were placed on
Sept. 6, 2001. The downgrade reflects the company's continued
weak operating performance, primarily as a result of declining
advertising revenues for its publications.

The current outlook for the New York, New York-headquartered
company is negative.

"The downgrade reflects continued weak operating performance,
thin interest coverage, and increasing cash interest
requirements in 2003," said Standard & Poor's credit analyst Hal
Diamond. "Standard & Poor's is concerned that the lackluster
legal advertising market may continue to hamper profitability
despite cost reductions. Further deterioration in profitability
would prompt another downgrade."


AMERIPATH: S&P Assigns Low-B Corp. Credit & Sub. Notes Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to anatomic pathology services company AmeriPath
Inc. At the same time, Standard & Poor's assigned a 'B+' rating
to AmeriPath's proposed $365 million senior secured credit
facility and a 'B-' to its proposed $210 million senior
subordinated notes maturing in 2013.

Both the credit facility and the notes will be issued as part of
a leveraged buyout by the company's equity sponsor, Welsh,
Carson, Anderson, and Stowe.

The outlook on the Riviera Beach, Fla.-based AmeriPath is
positive. At the close of the transaction, roughly $500 million
of debt will be outstanding.

"The speculative grade ratings reflect AmeriPath's leading U.S.
position in the field of anatomic pathology services, a niche
segment that is subject to reimbursement risks and competitive
uncertainties," said Standard & Poor's credit analyst Jordan C.
Grant. The company has grown through its acquisitions of more
than 50 anatomic pathology businesses since its formation in
1996.

AmeriPath serves both the outpatient and hospital markets,
specializing in dermatopathology, urology, women's health, and
gastroenterology. About 50% of the company's revenues are
derived from outpatient services, in which the company provides
analysis of samples for physicians using a network of regional
and satellite laboratories. Almost all of the company's
remaining business is derived from its hospital laboratories, in
which AmeriPath serves as an exclusive provider of professional
pathology services for contracted hospitals.

AmeriPath's business is concentrated in a relatively narrow
field that is subject to reimbursement risks. The rapid
expansion of the business has been assisted by a positive trend
upward in both Medicare and Medicaid reimbursement rates for
anatomic pathology procedures. However, rates for 2003 and
beyond may be less favorable than they have been in recent
years. Standard & Poor's expects the pace of the company's
acquisitions to abate somewhat in the intermediate term
following the LBO.

AmeriPath competes with large national clinical laboratories
Quest Diagnostics Inc. and Laboratory Corp. of America Holdings
Inc., as well as many local players. (Eighty percent of U.S.
pathologists work in small practices of 10 physicians or less.)


APPLICA INC: Hits Sales and Earning Expectations in 4th Quarter
---------------------------------------------------------------
Applica Incorporated (NYSE: APN) announced that fourth-quarter
sales for 2002 were $221.4 million, an increase of 5.2% from the
fourth quarter of 2001. For the year ended December 31, 2002,
net sales were flat at $727.4 million. Sales for the quarter and
the year increased in North America, but were offset by
continued weakness in Latin America. In the fourth quarter,
increased sales of Black & Decker branded products, pest control
products, contract manufacturing and professional personal care
products were offset by decreases in sales of Windmere and other
branded products, primarily in Latin America. For the year,
increases in contract manufacturing and sales of pest control
products were offset by decreases in sales of Windmere branded
and other products.

Harry D. Schulman, Applica's President and Chief Executive
Officer, commented, "I am pleased that we were able to hit the
high end of our sales and earnings expectations despite the
sluggish world economy, the congestion resulting from the West
Coast port lock-out and lower sales to certain of our customers
with increased credit risk. Additionally, our continued focus on
the balance sheet was evident as we decreased our debt level to
$194 million as of December 31, 2002."

Applica reported net earnings for the 2002 fourth quarter of
$5.1 million, compared with a loss of $28.1 million for the 2001
fourth quarter. Excluding aggregate charges and certain tax
expenses of $31.3 million, the pro forma earnings for the 2001
fourth quarter were $3.2 million.

As previously announced, in the first quarter of 2002, the
Company recognized a non-cash adjustment to goodwill of $121.3
million (or $78.8 million after tax) as the result of its
assessment of its existing goodwill for impairment in accordance
with Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets." The adjustment was
reported as a cumulative change in accounting principle and
reduced reported earnings by $3.31 per share for the year. The
change in accounting principle did not impact the Company's
operations or cash position.

Additionally, as previously announced, during 2002, Applica took
charges relating to costs and expenses of the consolidation of
its Shelton, Connecticut, office, as well as certain back-office
and supply chain functions in Latin America and Canada, in an
aggregate amount of $10.6 million. These charges were partially
offset by a one-time gain of $557,000 in the third quarter of
2002 in connection with its settlement of all outstanding
litigation matters with Salton, Inc.

For the year ended December 31, 2002, Applica reported a net
loss of $73.8 million, compared with a loss of $28.4 million for
2001.

Excluding (1) the effect of the cumulative change in accounting
principle in accordance with Statement of Financial Accounting
Standards (SFAS) No. 142, (2) the costs and expenses related to
the consolidation of its Shelton, Connecticut, office, as well
as certain back-office and supply chain functions in Latin
America and Canada, and (3) the one-time gain on the settlement
of outstanding litigation matters with Salton, the pro forma
earnings for the year ended December 31, 2002, were $11.1
million. Excluding aggregate charges and certain tax expenses of
$31.3 million, the pro forma earnings for the year ended
December 31, 2001, were $2.9 million.

Applica's gross profit margin was 32.9% in the fourth quarter as
compared to 28.9% in 2001, excluding the $13.4 million in recall
charges recorded in cost of sales in 2001. Gross profit margin
was 31.9% for the year ended December 31, 2002, as compared to
29.0%, excluding the applicable charges recorded as cost of
sales in 2001. The gross profit margins increased as Applica
experienced an improved product mix during 2002 and higher
production levels at its manufacturing facilities.

Mr. Schulman continued, "We are encouraged by the expansion in
gross margins. We have a product development team dedicated to
innovation in and outside of our core categories that will drive
margins for us and our retail partners."

EBITDA increased 21.9% to $23.4 million for the 2002 fourth
quarter. For the year, EBITDA increased 6.3% to $67.7 million,
as compared to $63.7 million for 2001, excluding applicable
charges for 2002 and 2001. At December 31, 2002, total debt as a
percentage of total capitalization was 47.0%, with total debt of
$194.0 million and stockholders' equity of $219.1 million. The
Company's book value per share was $9.33 at December 31, 2002.
Capital expenditures for the years ended December 31, 2002 and
2001, were $19.3 million and $23.3 million, respectively.

Applica Incorporated and its subsidiaries are manufacturers,
marketers and distributors of a broad range of branded and
private-label small electric consumer goods. The Company
manufactures and distributes small household appliances, pest
control products, home environment products, pet care products
and professional personal care products. Applica markets
products under licensed brand names, such as Black & Decker(R),
its own brand names, such as Windmere(R), LitterMaid(R) and
Applica(TM), and other private-label brand names. Applica's
customers include mass merchandisers, specialty retailers and
appliance distributors primarily in North America, Latin America
and the Caribbean. The Company operates manufacturing facilities
in China and Mexico. Applica also manufactures products for
other consumer products companies. Additional information
regarding the Company is available at http://www.applicainc.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its senior secured bank loan rating on Miami
Lakes, Florida-based Applica Inc.'s $205 million revolving
credit facility due December 2005 to double-'B'-minus from
single-'B'-plus.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on the small appliance manufacturer and
marketer. The outlook is stable.


ASIA GLOBAL CROSSING: Seeks to Assume & Assign KDDI & NEC Pacts
---------------------------------------------------------------
Prior to the Petition Date, NEC Corporation and KDDI Submarine
Cable Systems Inc., were the primary vendors that constructed
"East Asia Crossing," a 17,900-kilometer subsea, fiber-optic
cable system in East Asia that is the primary physical asset of
East Asia Crossing Ltd., an indirect, wholly owned subsidiary of
Asia Global Crossing Ltd.  The AGX Debtors and EACL incurred
substantial indebtedness to NEC and KDDI totaling about
$280,000,000 in connection with the construction of East Asia
Crossing.  NEC and KDDI have agreed with AGX, EACL and Asia
Netcom to reduce, restructure, and release their claims.

According to Richard F. Casher, Esq., at Kasowitz Benson Torres
& Friedman LLP, in New York, the reduction, restructuring and
release of NEC and KDDI's claims are a central component of the
Asia Netcom Transaction.  Concurrently with the negotiation of
the Sale Agreement with Asia Netcom, the AGX Debtors negotiated
with both KDDI and NEC to reduce and restructure the amounts due
each Vendor.  As a result of those negotiations and on the date
of execution of the Sale Agreement, each of NEC and KDDI
executed an agreement with AGX, EACL and Asia Netcom that
generally provides for or contemplates:

     -- a reduction by 30% of the debt owed to each of the
        Vendors by EACL and AGX;

     -- the exchange of mutual releases between the Vendors, on
        the one hand, and AGX and certain of its subsidiaries, on
        the other hand;

     -- the substitution of Asia Netcom in lieu of AGX as a party
        to the operative agreements between AGX and the Vendors,
        including each of the Second Amendments; and

     -- AGX to seek the Court's authority to assume certain
        agreements with NEC or KDDI, specified in these Vendors'
        Second Amendments, and assign these agreements to Asia
        Netcom.

By its terms, each of the Second Amendments is effective only
after the consummation of the Asia Netcom Transaction.

In order that AGX may fulfill its contractual obligations under
the Second Amendments, by this motion, the Debtors ask Judge
Bernstein to:

     A. authorize AGX to assume and assign to Asia Netcom the
        agreements with KDDI and NEC, to the extent these
        agreements may be assumed and assigned under Section 365
        of the Bankruptcy Code; and

     B. authorize and approve the releases required to be
        executed and delivered by AGX and certain of its
        affiliates in favor of NEC and KDDI.

To facilitate the Asia Netcom Transaction, Mr. Casher states
that the effectiveness of each of the Second Amendments is
conditioned on the assumption by AGX of certain agreements
between AGX and the relevant Vendor and the assignment by AGX of
these agreements to Asia Netcom.

Specifically, the KDDI Amendment No. 2 Conditions Precedent
include that the Asia Netcom Transaction will have been
consummated following entry by the Court of an order:

     -- approving the Asia Netcom Transaction; and

     -- authorizing and approving AGX's assumption of the KDDI
        Assumed Agreements and assignment of the KDDI Assumed
        Agreements to Asia Netcom, in each case effective after
        consummation of the Asia Netcom Transaction.

The NEC Amendment No. 2 Conditions Precedent include that the
NEC Assumed Agreements will have been:

     -- assumed by AGX under Section 365 of the Bankruptcy Code
        by a Court order in form and substance reasonably
        satisfactory to NEC, which order will be in full force
        and effect and will not have been stayed, modified,
        reversed or amended as of the Closing Date; and

     -- assigned to, and assumed by, Asia Netcom pursuant to one
        or more assignment and assumption agreements in form and
        substance satisfactory to NEC.

Pursuant to the Sale Motion, Mr. Casher relates that AGX already
has requested authority to assume and assign to Asia Netcom
certain agreements that it has entered into with the Vendors.
By this motion, AGX seeks to assume and assign to Asia Netcom
those same agreements, together with certain additional
agreements. Although there is some redundancy between the relief
requested in the Sale Motion and the relief requested in this
motion, the Debtors concluded that it would be more edifying to
request, in a single motion, authority to assume and assign to
Asia Netcom all executory contracts to which AGX and KDDI or NEC
are parties, rather than potentially create confusion by
requesting authority to assume and assign some executory
contracts to Asia Netcom in the Sale Motion and others in a
subsequent motion.

As of the Petition Date, Mr. Casher notes that AGX was in
default under certain of the KDDI Assumed Agreements and certain
of the NEC Assumed Agreements.  However, for purposes of
facilitating AGX's assumption of these agreements and its
assignment to Asia Netcom, and, in recognition of the execution
by the parties of the Second Amendments, the Vendors are not
requiring AGX to cure these defaults as a condition to
assumption and assignment.  With respect to Vendor Assumed
Agreements to which a non-AGX-affiliated third party is a party,
notice of this request has been given to DB Trustees (Hong Kong)
Limited.  AGX does not believe that it is in default -- monetary
or otherwise - under the Third Party Vendor Assumed Agreements.
Accordingly, Section 365(b) of the Bankruptcy Code does not
govern AGX's request to assume and assign to Asia Netcom the
Third Party Vendor Assumed Agreements.  Nevertheless, the single
non-AGX-affiliated party to the Third Party Vendor Assumed
Agreements will have an opportunity to contest AGX's assertion
that it is not in default under the agreements.  AGX proposes
that, after consummation of the Asia Netcom Transaction, each
non-debtor party to a Third Party Vendor Assumed Agreement will
be forever barred from asserting cure or other amounts with
respect to the Third Party Vendor Assumed Agreements.

Pursuant to the Second Amendments, KDDI and NEC are consenting
to the assumption by AGX, and the assignment by AGX to Asia
Netcom, of the Vendor Assumed Agreements.  The effectiveness of
each of the KDDI Amendment No. 2 and the NEC Amendment No. 2 is
conditioned on the assumption by AGX, and the assignment by AGX
to Asia Netcom, of the KDDI Assumed Agreements and the NEC
Assumed Agreements.  Therefore, the issue of "adequate assurance
of future performance" is not implicated with respect to KDDI
and NEC.

With respect to the sole non-AGX-affiliated third party to the
three Third Party Vendor Assumed Agreements, AGX contends that
the assumption and assignment to Asia Netcom of the Third Party
Vendor Assumed Agreements will provide each non-debtor
counterparty with adequate assurance of the future performance.
To the extent any defaults exist under the two Third Party
Vendor Assumed Agreements, Mr. Casher assures the Court that AGX
will cure the default.  In respect of Asia Netcom's financial
credibility and its ability to perform in the future, Asia
Netcom's corporate parent, CNC, will be capitalizing Asia Netcom
with $120,000,000 of equity capital and has arranged for bank
debt financing totaling $150,000,000 to be available to Asia
Netcom.  In addition, CNC has executed and delivered to AGX a
guaranty -- up to $16,000,000 -- of the payment and performance
by Asia Netcom of its obligations under the Sale Agreement.

At the Sale Hearing and at the hearing on this request, Mr.
Casher tells the Court that AGX will produce additional evidence
of Asia Netcom's financial credibility, experience, and ability
to perform under the Third Party Vendor Assumed Agreements.  The
Sale Hearing and the hearing on this request, therefore, will
provide the Court and other interested parties the opportunity
to evaluate and challenge the ability of Asia Netcom provide
adequate assurance of future performance under the two Third
Party Vendor Assumed Agreements, as required under Sections
365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.
Accordingly, the Court should authorize AGX to assume and assign
the Vendor Assumed Agreements.

Assumption and assignment of the Vendor Assumed Agreements will
be effective only after consummation of the Asia Netcom
Transaction, and will not burden AGX's estate with any
administrative expense liability.  By facilitating the
consummation of the Asia Netcom Transaction, assumption and
assignment of the Vendor Assumed Agreements will contribute to
the enrichment of AGX's estate by a minimum of $68,500,000 and a
maximum of $89,800,000 in cash proceeds from the consummation of
the Asia Netcom Transaction.

Moreover, each of the Second Amendments generally provides for
the release by AGX of KDDI or NEC of:

     -- the particular Vendor's obligations to perform under
        certain agreements specified in the relevant Second
        Amendment; and

     -- AGX's related claims, rights and defenses, each release
        generally being effective after the consummation of the
        Asia Netcom Transaction.

Specifically, with respect to AGX's obligation to release NEC,
the NEC Amendment No. 2 provides that AGX and the Excluded
Subsidiaries:

     -- fully and finally release NEC, together with its
        Subsidiaries and Affiliates from their obligations under
        NEC Payment Deferral Loan Agreement, the NEC Supply
        Contract and the Transaction Agreements; and

     -- agree to waive and release any claims, rights or defenses
        that may limit or restrict the effectiveness or scope of
        the AGX/NEC Release.

With respect to AGX's obligation to release KDDI, the KDDI
Amendment No. 2 generally provides that AGX will:

     -- fully and finally release KDDI from claims under the KDDI
        Assumed Agreements; and

     -- waive and release any claims, rights or defenses against
        KDDI that may limit or restrict the effectiveness of the
        AGX/KDDI Release. (Global Crossing Bankruptcy News, Issue
        No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)

DebtTraders reports that Asia Global Crossing's 13.375% bonds
due 2010 (AGCX10USR1), DebtTraders reports, are trading at 12
cents on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1
for real-time bond pricing.


BASIS100 INC: Court Clears EFA Group Asset Sale to Computershare
----------------------------------------------------------------
Basis100 Inc. (TSX:BAS), a business services provider to the
financial services industry, announced that a definitive
agreement on the sale of the EFA Group was executed on
February 7, 2003. In addition, on February 27, orders were
issued by the Court of Queen's Bench of Alberta authorizing the
sale of the EFA Group's assets to Computershare Investor
Services Inc., and providing for the vesting of assets necessary
to complete this transaction. The EFA Group also applied for and
received an extension of the deadline to file a formal proposal
under the Bankruptcy and Insolvency Act of Canada to April 11,
2003 in order to facilitate the sale transactions. Now that the
court has approved the agreement of purchase and sale and made
all orders required to allow the transaction to close, the
parties expect to close in March 2003.

In December, 2002, Basis100 announced that it had agreed to sell
certain assets of EFA Software Services Ltd., and EFA Cyprus
Ltd., (part of the EFA Group) to Computershare, a global
technology solutions provider to the securities industry.

Basis100 Inc., is a business services provider to the financial
services industry, which enables companies 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. For more information about Basis100,
visit http://www.Basis100.com

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.


BCE INC: Lawsuit Launched against 5 Former Teleglobe Directors
--------------------------------------------------------------
BCE Inc., was informed that a lawsuit was filed in the Ontario
Superior Court of Justice by Kroll Restructuring Ltd., in its
capacity as interim receiver of Teleglobe Inc., against five
former directors of Teleglobe Inc. This lawsuit was filed in
connection with Teleglobe Inc.'s redemption of its third series
preferred shares in April 2001 and the retraction of its fifth
series preferred shares in March 2001.

The plaintiff, without establishing any basis on which its
allegations are made, is seeking a declaration that such
redemption and retraction were prohibited under the Canada
Business Corporations Act and that the five former directors
should be held jointly and severally liable to restore to
Teleglobe Inc., all amounts paid or distributed on such
redemption and retraction, being an aggregate of approximately
C$661 million, plus interest.

While BCE is not a defendant in this lawsuit, Teleglobe was at
the relevant time a subsidiary of BCE. Pursuant to standard
policies and subject to applicable law, the five former
Teleglobe Inc. directors are entitled to be indemnified by BCE
in connection with this lawsuit.

Based on its knowledge of the facts, BCE strongly believes that
the claims contained in the plaintiff's lawsuit are without
merit and that these claims will be vigorously defended against
to the fullest extent possible.

BCE is Canada's largest communications company. It has 25
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE's media interests are held by Bell
Globemedia, including CTV and The Globe and Mail. As well, BCE
has e-commerce capabilities provided under the BCE Emergis
brand. BCE shares are listed in Canada, the United States and
Europe.


BIOTRANSPLANT INC: Files Chapter 11 Petition in Boston, Mass.
-------------------------------------------------------------
BioTransplant Incorporated (Nasdaq: BTRN) announced that the
Company and its wholly-owned subsidiary, Eligix, Inc., have
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. The filings were made in the U.S.
Bankruptcy Court in Boston, Massachusetts.

"While this was a difficult decision for this Company to make,
the filings were necessary to preserve and maximize the value of
our intellectual property and, in particular, to avoid the
potentially devastating effects of the attempted termination by
the Catholic University of Louvain of our exclusive license to
develop and commercialize BTI-322 and its human analogue, MEDI-
507. This decision will allow BioTransplant to continue its
efforts to maximize the value of its key assets," commented
Donald B. Hawthorne, Chief Executive Officer of BioTransplant.
"We intend to continue to seek to resolve the disputes with the
Catholic University of Louvain, and under the protection of the
Bankruptcy Court, we firmly believe that we will be in an even
stronger position to negotiate reasonable terms," stated Mr.
Hawthorne.

BioTransplant's key objective remains to enter into attractive
partnering and licensing agreements with respect to its key
assets while preserving its rights to any potential future
royalty income from MEDI-507. The compound is currently in Phase
II clinical trials for psoriasis being conducted by
BioTransplant's partner MedImmune, Inc., and in the
xenotransplantation program being conducted by Immerge
Biotherapeutics AG, its joint venture with Novartis. The Company
will continue partnering and licensing discussions for the
Eligix(TM) HDM Cell Separation System and the AlloMune(TM)
System.

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. The Company's strategy is to maximize
the potential future value of these licensed intellectual
property rights. The Company has exclusively licensed siplizumab
(MEDI-507), a monoclonal antibody product, to MedImmune, Inc.
Siplizumab is in Phase II clinical trials for the treatment of
psoriasis. The Company's assets also include the AlloMune System
technologies, which are intended to treat a variety of
hematologic malignancies and improve outcomes for solid organ
transplants, and the Eligix HDM Cell Separation Systems, which
use monoclonal antibodies to remove unwanted cells from bone
marrow, peripheral blood stem cell and donor leukocyte grafts
used in transplant procedures. BioTransplant also has an
interest in Immerge BioTherapeutics AG, a joint venture with
Novartis, to further develop both companies' individual
technology bases in xenotransplantation.


BIOTRANSPLANT INC: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Biotransplant Incorporated
         200 Boston Avenue
         Medford, Massachusetts 02155

Bankruptcy Case No.: 03-11585

Type of Business: BioTransplant discovers, develops and
                   commercializes therapeutics, therapeutic
                   devices and therapeutic regimens designed to
                   suppress undesired immune responses and
                   enhance the body's ability to accept donor
                   cells, tissues and organs.

Chapter 11 Petition Date: February 27, 2003

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Daniel C. Cohn, Esq.
                   Cohn Khoury Madoff & Whitesell LLP
                   101 Arch Street
                   Boston, MA 02110
                   Tel: 617-951-2505

Total Assets: $16,338,300

Total Debts: $6,960,338

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Massachusetts General       Contract                  $746,086
  Hospital
50 Staniford Street
Suite 1001
Boston, MA 02114
Tel: 617-726-3503

BioLease Inc.               Landlord                   $34,957

The Nasdaq Stock Market     Trade Creditor             $29,820

TUV America, Inc.           Trade Creditor             $21,391

AllCells, LLC               Trade Creditor             $21,391

Onyx Environmental Services Trade Creditor             $20,256

Merrill Comms LLC           Trade Creditor             $16,951

Beckham Coulter, Inc.       Trade Creditor             $12,858

NSTAR Electric              Trade Creditor             $11,602

Charles River Laboratories  Trade Creditor             $10,920

Commonwealth of Mass.       Trade Creditor              $9,704
  Dept. of Revenue

Expanets Financial Services Trade Creditor              $9,678

Eagle Building Services     Trade Creditor              $8,840

AllEnergy                   Trade Creditor              $7,013

Keyspan Energy Delivery     Trade Creditor              $5,687

Lab Support                 Trade Creditor              $5,640

Susan Dearborn              Trade Creditor              $5,500

IKON Office Solutions       Trade Creditor              $5,201

Tuscarora Inc.              Trade Creditor              $5,097

The St. Paul                Trade Creditor              $5,058


BURLINGTON INDUSTRIES: Berkshire Terminates $579-Mil. Cash Offer
----------------------------------------------------------------
Burlington Industries, Inc., (OTC Bulletin Board: BRLG) said
that Berkshire Hathaway, Inc., had terminated its February 11,
2003 agreement to acquire Burlington.  Under the agreement,
Burlington creditors would have received distributions estimated
at $579 million in cash.

Berkshire's action follows a ruling Thursday before Judge
Randall Newsome in Wilmington in a hearing in Burlington's
reorganization case to consider procedures to solicit
alternatives to the Berkshire transaction. The Bankruptcy Court
indicated it approved the procedures generally, but disapproved
the break-up fee and certain other conditions required by
Berkshire to proceed as a "stalking horse" in the alternative
bid process.  While the secured bank lenders were in support,
the Official Committee of Unsecured Creditors opposed the
granting of a break-up fee.

WL Ross & Co. wants to finance a plan that calls for a stand-
alone plan of reorganization that swaps new equity for old
claims.  WL Ross says its plan idea delivers up to 45 cents-on-
the-dollar to Burlington's unsecured creditors.

George W. Henderson III, Burlington's Chairman and CEO, said,
"It is unfortunate that the Berkshire Hathaway break-up fee was
not accepted by the Court and the offer has been subsequently
withdrawn by Berkshire. It was a firm cash offer that would have
been a good outcome for the company, our employees and our
creditors.

"The fact that there is so much interest in the company is a
credit to our employees that have worked so hard to get us to
this point. The bankruptcy process is complex and consists of
many steps."

Henderson continued, "We are pleased that the Court extended our
period of exclusivity as part of this hearing. We are reviewing
our alternatives in light of these developments, including a
process to solicit new proposals. We expect to advise the
Bankruptcy Court of our thinking next week and intend to move
the process forward in a positive and expeditious manner."

Warren E. Buffett, Chairman of Berkshire Hathaway commented,
"We're sorry to have to terminate our offer. We trust and admire
the Burlington team and hope the company can emerge bankruptcy
debt free. Emergence from bankruptcy under a debt-free structure
will provide the best chance for the long-term survival of
Burlington and allow the company to best fulfill its pension
obligations to employees."

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in
Hong Kong, Burlington Industries is one of the world's most
diversified marketers and manufacturers of softgoods for apparel
and interior furnishings.


CALYPTE BIOMEDICAL: Dec. 31 Net Capital Deficit Widens to $7MM
--------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CALY), the developer and
marketer of the only two FDA-approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA-approved serum
HIV-1 antibody Western Blot supplemental test, announces
financial results for the fourth quarter and year ended
December 31, 2002.

                       Recent Highlights

During the second half of 2002 and in first part of 2003,
Calypte's management team has moved forward with its objective
to advance sales growth by increasing product distribution and
gaining further acceptance in the marketplace. Recent highlights
include:

      --  Achieved sequential-quarterly revenue growth of 64%
from $493,000 to $809,000 in the fourth quarter.

      --  As announced Thursday, added Planned Parenthood Golden
Gate to the growing list of customers utilizing Calypte's urine
HIV-1 tests. As one of the larger Planned Parenthood affiliates,
this relationship represents an excellent opportunity to
demonstrate the benefits of urine testing to other Planned
Parenthood chapters and similar organizations.

      --  Qualified for distribution in the state of California
by PathNet Esoteric Laboratory Institute, which specializes in
pathology, cytopathology and amplified esoteric sexually
transmitted disease testing for numerous women's healthcare
providers. Calypte and PathNet intend to work together to
develop and implement outreach programs to notify PathNet's
clients and other healthcare providers about the test
availability.

      --  Received its first and second commercial orders from
its Chinese distributor for a total of over 260,000 tests. The
first order for 100,000 tests was received in October and
shipped in December and the second order for 160,000 tests was
received in January 2003, sooner than anticipated, and will be
shipped in the next several weeks.

      --  Executed a Memorandum of Understanding with the Safe
Blood for Africa Foundation to market and distribute Calypte's
urine-based HIV-1 antibody tests and Serum Western Blot tests in
sub-Saharan Africa. The tests are to be used as blood donor pre-
screening tools in Safe Blood for Africa Foundation's mission to
help prevent the spread of HIV/AIDS throughout 34 countries in
sub-Saharan Africa.

      --  Joined the Community Healthcare Network's (CHN) menu of
testing services. CHN, a not-for-profit organization, oversees a
network of nine health care centers and three mobile vans, which
reach over 60,000 individuals and their families in New York
City annually.

      --  The U.S. Food and Drug Administration (FDA) eliminated
the requirement for lot release testing for the Calypte HIV-1
Urine EIA, as the result of a demonstrated multi-year history of
successful product manufacture. Elimination of the FDA lot
release testing is expected to reduce the production-to-market
time by two to eight weeks and decrease associated production
costs without sacrificing any product quality. A similar
elimination of FDA lot release testing for the Cambridge Biotech
HIV-1 Urine Western Blot is also being sought by the company.

      --  Gained recognition for Calypte's test in a study led by
Johns Hopkins University that concluded urine-based HIV
screening can be an effective tool for identifying and treating
infected persons in high-prevalence inner city communities, and
leads to increased voluntary HIV testing versus testing for HIV
with blood samples. The test was published in the December 2002
JAIDS Journal of Acquired Immune Deficiency Syndromes.

      --  Increased government relations expertise by hiring Dr.
Richard George, a CDC and HIV veteran, to spearhead global
programs to increase awareness of the importance of HIV testing,
highlight the benefits of urine-based testing, develop HIV
testing programs and secure capital to fund programs with public
sector and government-sponsored agencies.

      --  Appointed Ms. Dian Harrison, CEO of Planned Parenthood
Golden Gate Chapter, to the company's Board of Directors
effective February 24, 2003. The company intends to utilize Ms.
Harrison's experience educating and administering care in
reproductive and general health issues.

"During the last quarter of 2002, we believe that our continued
progress was evidenced by the increase in sequential revenue and
our expanded distribution channels," stated Anthony Cataldo,
executive chairman of Calypte. "We believe that in the first
half of 2003, Calypte will continue to build its distribution
channels and sign on new customers, to provide future growth. As
these customers generally need approximately six months to ramp
up and provide a normalized revenue, we hope to benefit during
the second half of the year."

Nancy Katz, Calypte's president and chief executive officer,
stated, "Calypte has also made important strides operationally.
As Calypte already has FDA-approved manufacturing facilities,
during a review of production goals for our Rapid HIV-1 Test,
which is under development, we determined that we will
manufacture the test internally. Thus, we plan to utilize our
expertise and strict quality controls, and we expect to increase
efficiencies and rate of production. As our decision to
manufacture our proposed Rapid HIV-1 Test internally will
require us to obtain the necessary funding to purchase equipment
and materials as well as time to finalize product design, we
have delayed our IDE submission. However, we believe this
strategy and these initial capital investments will provide
significantly greater long-term return and margins on the Rapid
product once developed."

Cataldo continued, "Our long-term goal is to maximize the
potential of our core urine-based testing solutions. We have
built a foundation with our urine HIV-1 screening and
confirmatory tests. Now, one of our highest priorities is to
secure the necessary funding to complete our Rapid HIV-1 Urine
Test IDE submission and to be able to meet our current
manufacturing requirements for our FDA approved products. Upon
filing the IDE, we intend to launch the Rapid Test
internationally, which is our largest target market. At the same
time, we intend to pursue FDA clearance to distribute the Rapid
Test product domestically. We can begin clinical trials 30 days
after our IDE submission, and from there we would anticipate
receiving FDA clearance in 12-18 months, allowing 6-12 months
for our trials and a maximum of 6 months for the FDA's review
process. We will also simultaneously continue our research and
development of tests in the areas of infectious and other
diseases."

For the fourth quarter ended December 31, 2002, Calypte recorded
revenues of $809,000, compared with $2.3 million in the fourth
quarter of 2001. The net loss attributable to common
stockholders for the quarter was approximately $6.3 million,
compared with a net loss attributable to common stockholders of
$1.2 million for the three months ended December 31, 2001. The
net loss for the fourth quarter ended December 31, 2002 included
$3.6 million in non-cash charges related the grants of common
stock and fully vested options and warrants as compensation for
services that are included in selling, general and
administrative expenses and non-cash interest expense. During
the quarter ended December 31, 2001, there was less than $0.1
million in non-cash charges.

For the year-ended December 31, 2002, Calypte reported revenues
of $3.7 million, compared with $6.8 million in 2001. The net
loss attributable to common stockholders for 2002 was $13.4
million, compared with a net loss attributable to common
stockholders of $9.2 million for the year ended December 31,
2001. Calypte's 2002 operations and results were significantly
impacted by the second quarter decision that resulted in an
almost-complete wind down of its operations due to insufficient
cash to fund continuing operations. This decrease also reflects
lower revenues, increased non-cash-operating expenses, and an
increase in non-cash interest expense related to the financings,
offset by extraordinary income related to the extinguishment of
debt. The net loss for the year-ended December 31, 2002 included
$5.1 million in non-cash charges related to the grants of common
stock and fully vested options and warrants as compensation for
services that are included in selling, general and
administrative expenses and non-cash interest expense. During
the year ended December 31, 2001 these non-cash charges were
approximately $1.6 million.

Calypte Biomedical's December 31, 2002 balance sheet shows a
working capital deficit of about $4 million, and a total
shareholders' equity deficit of about $7 million.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1,
sexually transmitted diseases and other infectious diseases.
Calypte's tests include the screening EIA and supplemental
Western Blot tests, the only two FDA-approved HIV-1 antibody
tests that can be used on urine samples, as well as an FDA-
approved serum HIV-1 antibody Western Blot test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Refer to current product package inserts for complete
information on product performance characteristics.


CANMINE RESOURCES: PricewaterhouseCoopers Appointed as Receiver
---------------------------------------------------------------
Edward L. Ellwood reports on behalf of Canmine Resources
Corporation (TSX Symbol: CMR) the following:

       1) Following a meeting of the Corporation's board of
          directors held on Tuesday evening, February 25, 2003
          with counsel present, all of the Corporation's
          directors and officers resigned.

       2) During a hearing held on Feb. 26 before the Ontario
          Superior Court of Justice a protection Order previously
          issued under the Companies' Creditor Arrangement Act
          with regard to the Corporation was lifted effective
          immediately.

       3) Also during the Court hearing, an Order was issued
          appointing PricewaterhouseCoopers Inc. as interim
          receiver to liquidate the Corporation's assets
          for the benefit of all stakeholders.


CEDRIC KUSHNER: Needs Additional Financing to Sustain Operations
----------------------------------------------------------------
The revenues of Cedric Kushner Promotions Inc. decreased by
approximately $4,438,000, to $1,869,000 for the three months
ended September 30, 2002, from $6,307,000 for the three months
ended September 30, 2001. While the number of televised events
promoted were equal at eight events during each period, the
average size of the events decreased significantly from
approximately $555,000 per event during the three months ended
September 30, 2001 to $171,000 for the same period in 2002. This
decrease was due to relatively fewer premium cable licensing
fees due to the expiration of contracts with premium level
boxers. In addition, the Company had a decrease in activity from
its talent command premium cable licensing fee. The revenue for
the three months ended September 30, 2002 includes $500,000 from
the assignment of a boxer's contract to another promoter.

Costs of revenue decreased by approximately $3,710,000, to
$2,183,000 for the three months ended September 30, 2002, from
$5,893,000 for the three months ended September 30, 2001. Costs
declined corresponding with the number and dollar volume of
events promoted by the Company.

Revenues decreased by approximately $840,000, to $13,604,000 for
the nine months ended September 30, 2002, from $14,444,000 for
the nine months ended September 30, 2001. The number of
televised events promoted increased slightly during the period
ended September 30, 2002 to 23 events from 19 during the same
period the previous year. However the average size of the events
decreased from approximately $760,000 per event during the nine
months ended September 30, 2001 to $570,000 for the same period
in 2002. This decrease was due to relatively fewer premium cable
licensing fees due to the expiration of contracts with premium
level boxers. In addition, the Company had a decrease in
activity from its talent command premium cable licensing fee.
The revenue for the nine months ended September 30, 2002
includes $500,000 from the assignment of a boxer's contract to
another promoter.

Costs of revenue decreased by approximately $72,000, to
$13,329,000 for the nine months ended September 30, 2002, from
$13,401,000 for the nine months ended September 30, 2001.  Costs
declined corresponding with the number and dollar volume of
events promoted by the Company.

At September 30, 2002, the Company had deficiencies in working
capital of approximately $7,402,000 and an accumulated deficit
of $11,380,000 and there is substantial doubt about the
Company's ability to continue as a going concern unless it is
able to obtain additional financing.

There can be no assurance that sufficient funds required during
the next twelve months or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.
The lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a
material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a
significant dilutive effect on the Company's existing
shareholders. There is substantial doubt about the Company's
ability to continue as a going concern.


COMDISCO INC: Seeks Approval of Subrogation Rights Transfer
-----------------------------------------------------------
William J. Raleigh, Esq., at Raleigh & Cahill, in Chicago,
Illinois, relates that pursuant to the Acquisition Agreement,
Comdisco, Inc., and its debtor-affiliates transferred their
disaster recovery services business to SunGard Data Systems Inc.
and SunGard Recovery Services L.P. Because the employment
positions of a number of Comdisco's employment were transferred
as part of the acquisition, a number of former Comdisco
employees became SunGard employees.  Certain of these employees
had previously participated in the SIP.

At the time the Acquisition Agreement was negotiated, the
Debtors and SunGard also agreed that the Debtors should transfer
the SIP Rights related to the employees' SIP participation to
SunGard and that SunGard should assume the Potential SIP
Liabilities related to the employees' SIP Participation.  After
having discussions with SunGard, the Debtors have determined to
re-assume the SIP Rights and to release SunGard from its
agreement to assume the Potential SIP Liabilities or its
assumption of the Potential SIP Liabilities, as applicable, in
exchange for a cash payment from SunGard pursuant to the terms
of a letter agreement.

Consequently, the Reorganized Debtors ask the Court to approve
the Letter Agreement they entered into with SunGard, and
authorize them to assume the Potential SIP Liabilities and
subrogation rights from SunGard.

The Letter Agreement sets forth the terms under which SunGard
will transfer to the Reorganized Debtors the SIP Rights
previously transferred to SunGard and the Reorganized Debtors
will release SunGard from its obligation to assume the Potential
SIP Liabilities or its assumption of those Potential SIP
Liabilities, as applicable.  The SIP Rights and Liabilities
relate to that certain Facility and Guaranty Agreement dated
February 2, 1998 by and among Comdisco, Inc. and the First
National Bank of Chicago, SunGard having agreed to assume the
SIP Rights and Liabilities pursuant to that certain Acquisition
Agreement, effective as of July 15, 2001 and executed as of
October 12, 2001.

Mr. Raleigh explains that under the SIP, certain Comdisco
employees were offered the opportunity to purchase stock
interests in the Company with the proceeds of third-party loans.
Specifically, 106 Comdisco managers borrowed approximately
$109,000,000 from certain third-party lenders through full
recourse, personal loans to purchase over 6,000,000 shares of
Old Common Stock.  The SIP Loans closed on January 30, 1998 and
were guaranteed by Comdisco, Inc. pursuant to a guaranty
agreement. In conjunction with the sale of certain of the
Debtors' assets to SunGard as approved by Court orders, the
Debtors agreed to transfer their subrogation rights under the
Guaranty Agreement, and SunGard agreed to assume certain
potential liabilities related thereto, with respect to certain
employees whose positions were being transferred to SunGard.

At present, Mr. Raleigh tells the Court, SunGard wants to
transfer and the Reorganized Debtors wants to re-assume those
Subrogation Rights and Liabilities in exchange for a $4,400,000
cash payment by SunGard to the Debtors, subject to certain
adjustments based on the results of litigation or any settlement
by the Reorganized Debtors with Bank One.

"The Plan gives the Debtors broad authority to operate their
business in furtherance of the Plan," Mr. Raleigh explains.
Section 14.2 of the Plan authorizes the Debtors to "settle any
Claims against them and claims they may have against Other
Persons without approval from the Bankruptcy Court."  Thus, the
Debtors believe that they have the authority to enter into the
Letter Agreement without Court approval.  However, because of
the pending litigation surrounding the SIP claims generally, the
Debtors and SunGard have determined to voluntarily seek the
Court's approval of the Letter Agreement.

After reviewing the SIP claims and their defenses to the claims,
the Debtors believe that it is likely that any settlement or
damages award on account of the SunGard employees' SIP claims
will be less than the amount that SunGard has agreed to pay.  In
addition, the complicated litigation related to the SIP is
complicated further by SunGard's participation as a party.  By
assuming the Potential SIP Liabilities, the Debtors are able to
eliminate one party, SunGard, and streamline that process.
(Comdisco Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CWMBS (INDYMAC): Fitch Downgrades Several Issues Due to Losses
--------------------------------------------------------------
Fitch Ratings downgrades the following CWMBS (IndyMac) Inc.'s
mortgage pass-through certificates:

                   CWMBS (IndyMac) 1995-I:

       -- Class B4 rated 'CCC' is downgraded to 'C'.

                CWMBS (IndyMac) 1996-G Group 1:

       -- Class B-1E rated 'B' is placed on Rating Watch
          Negative.

                CWMBS (IndyMac) 1996-G Group 2:

       -- Class B-2D rated 'BB' is placed on Rating Watch
          Negative.

       -- Class B-2E rated 'B' is downgraded to 'D'.

                CWMBS (IndyMac) 1999-F (RAST 1999-A6):

       -- Class B5 rated 'CCC' is downgraded to 'C'.

                CWMBS (IndyMac) 1999-G (RAST 2000-A7):

       -- Class B4 rated 'BB' is placed on Rating Watch Negative.

       --Class B5 rated 'CCC' is downgraded to 'CC'.

                 CWMBS (IndyMac) 2000-A (RAST 2000-A1):

       -- Class B4 rated 'B' is placed on Rating Watch Negative.

       -- Class B5 rated 'CCC' is downgraded to 'C'.

                  CWMBS (IndyMac) 2000-C (RAST 2000-A3):

       -- Class B4 rated 'B' is placed on Rating Watch Negative.

       -- Class B5 rated 'CCC' is downgraded to 'C'.

                  CWMBS (IndyMac) 2000-D (RAST 2000-A4):

       -- Class B4 rated 'BB' is downgraded to 'B' and placed on
          Rating Watch Negative.

       -- Class B5 rated 'B-' is downgraded to 'C'.

                 CWMBS (IndyMac) 2000-E (RAST 2000-A5):

       -- Class B4 rated 'BB' Rating Watch Negative is downgraded
          to 'B' and remains on Rating Watch Negative.

       -- Class B5 rated 'CCC' is downgraded to 'C'.

                  CWMBS (IndyMac) 2000-G (RAST 2000-A7):

       -- Class B4 rated 'BB' Rating Watch Negative is downgraded
          to 'B' and remains on Rating Watch Negative.

       -- Class B5 rated 'CCC' is downgraded to 'C'.

                   CWMBS (IndyMac) 2000-H (RAST 2000-A8):

       -- Class B4 rated 'BB' is downgraded to 'B' and placed on
          Rating Watch Negative.

       --Class B5 rated 'B-' is  downgraded to 'C'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the February 25, 2003 distribution.


DEVINE: Intends to Meet TSX's Continued Listing Requirements
------------------------------------------------------------
Responding to the recently announced TSX listing review, Devine
Entertainment Corporation (TSX:DVN) stated that the Company
intends to meet the TSX's continued listing requirements within
the 120 days granted by the review process.

President and CEO David Devine commented, "Given the stock
market's continued downturn and the Company's recent share
price, the listing review had been expected. With the completion
of production financing of Devine Entertainment's new projects
and a contractually committed favorable debt-restructuring
expected in the near future, the Company is looking for a
positive resolution within the specified time period."

Five-time Emmy Award-winning Devine Entertainment Corporation is
a developer and producer of high-quality children's and family
films designed for worldwide television and cable markets and
international home video markets. The Company's interactive
history website, http://www.devinetime.com, was a YAHOO! Canada
"Pick of the Week" and won first prize in the Entertainment
category at the Atlantic Digital Media Festival.

                         *   *   *

As previously reported in the Jan. 23, 2003, edition of the
Troubled Company Reporter, Devine Entertainment Corporation
reached an agreement with the majority of its outstanding
debenture holders to postpone certain principal payments.

In aggregate, CDN $1,385,800 principal amount of the Series 1
and 2 Subordinate Convertible Debentures are currently issued
and outstanding.

As of December 31, 2002 the Company was in default on the Series
2 Debentures. The Company previously reported that because of
conditions in the capital markets that made it difficult for the
Company to raise equity investment, its working capital
continues to be limited. With the support of its debt holders,
the Company had previously postponed certain interest payments.


DICE INC: Garden City Appointed as Claims and Balloting Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to Dice Inc., to appoint The Garden
City Group, Inc., as Notice, Claims and Balloting Agent.

The Debtor expects Garden City to:

      a) prepare and serve required notices in this Chapter 11
         Case which may include:

         1) notice of the commencement of this Chapter 11 Case
            and the initial meeting of creditors under Section
            341(c) of the Bankruptcy Code;

         2) notice of the claims bar date;

         3) notice of objections to claims;

         4) notice of any hearings pertaining to the adequacy of
            disclosure statement and/or confirmation of a plan(s)
            of reorganization; and

         5) other miscellaneous notices to any entities, as the
            Debtor, or the Court, may deem necessary and
            appropriate for orderly administration of this
            Chapter 11 Case;

      b) file with the Clerk's Office a certificate or affidavit
         of service that includes a copy of the notice involved,
         an alphabetical list of persons to whom the notice was
         mailed and the date and manner of mailing;

      c) conduct the reconciliation and resolution of claims;

      d) maintain copies of all proofs of claim and proofs of
         interest filed;

      e) maintain official claims registers, including
         information for each proof of claim or proof of
         interest:

         1) the name and address of the claimant and any agent
            thereof, if the proof of claim or proof of interest
            was filed by an agent;

         2) the date received;

         3) the claim number assigned; and

         4) the asserted amount and classification of the claims;

      f) implement necessary security measures to ensure the
         completeness and integrity of the claims register;

      g) transmit to the Clerk's Office a copy of the claims
         register on a monthly basis, unless requested by the
         Clerk's Office on a more frequent basis;

      h) act as the balloting agent in connection with a plan of
         reorganization, which will include:

         1) printing of ballots including the printing of credit
            and shareholder specific ballots;

         2) preparing the voting report for the plan by class,
            credits or shareholder for review and approval by the
            Debtor;

         3) coordination of mailing of ballots, disclosure
            statement and plan to all voting and non-voting
            parties and provide affidavit of service; and

         4) receiving ballots at a post office box, inspecting
            ballots for conformity to voting procedures, date
            stamping and numbering ballots consecutively and
            tabulating and certifying the results;

      i) maintain an up-to-date mailing list for all entities
         that have filed a proof of claim or proof of interest;

      j) provide access to the public for examination of copies
         of proofs of claim or interest without charge during
         regular business hours;

      k) record all transfers of claims pursuant to Bankruptcy
         Rule 3001(e) and provide notice of such transfers as
         required by Bankruptcy Rule 3001(e);

      l) comply with all applicable federal, state, municipal,
         and local statutes, ordinances, rules, regulations,
         orders and other requirements; and

      m) promptly comply with such further conditions and
         requirements as the Clerk's Office or the Court may at
         any time prescribe.

Garden City's consulting and general project management hourly
fees are:

      Clerical                  $40 to $60 per hour
      Supervisor                $75 to $95 per hour
      Senior Supervisor/
        Bankruptcy Paralegal    $95 to $125 per hour
      Project Manager           $150 per hour
      Senior Project Manager    $175 per hour
      Quality Assurance         $175 per hour
      Senior VP Systems and
        Managing Director       $250 per hour

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.


DIGEX INC: Commences Trading on OTCBB Effective February 28
-----------------------------------------------------------
Nasdaq Listing Qualifications Panel delisted Digex,
Incorporated's (OTC Bulletin Board: DIGX) common stock from The
Nasdaq SmallCap Market effective at the opening of business
Friday, February 28, 2003.

Digex's common stock was eligible for trading on the Over-the-
Counter (OTC) Bulletin Board effective with the opening of
business Friday, February 28, 2003. The OTC Bulletin Board(R)
(OTCBB) is a regulated quotation service that displays real-time
quotes, last-sale prices, and volume information in over-the-
counter equity securities. Information regarding the OTC
Bulletin Board, including stock quotations, can be found at
http://www.otcbb.com

Digex's ticker symbol will remain "DIGX" on the OTC Bulletin
Board. However, some Internet quotation services add an "OB" to
the end of the symbol and will use "DIGX.OB" for the purpose of
providing stock quotes.

"This decision by Nasdaq does not affect our day-to-day
operations and does not change our previously announced
exploration of strategic alternatives," said George Kerns, Digex
president and CEO.

Digex, whose September 30, 2002 balance sheet shows a working
capital deficit of about $30 million, and a total shareholders'
equity deficit of about $2.5 million, is a leading provider of
managed Web and application hosting services. Digex customers,
from mainstream enterprise corporations to Internet-based
businesses, leverage Digex's services to deploy secure,
scaleable, high performance e-Enablement, Commerce and
Enterprise IT business solutions. Additional information on
Digex is available at http://www.digex.com


DONINI INC: Samuel Klein & Co. Expresses Going Concern Doubt
------------------------------------------------------------
Donini, Inc. was incorporated under the name PRS Sub VI, Inc.,
in the State of New Jersey in 1991 as a subsidiary of People
Ridesharing Systems, Inc., a public corporation which filed for
the protection of the Bankruptcy Court in 1989, to provide a
candidate for merger with an operating company. The Company
retained its status as a public company with no assets and no
liabilities.

In January 2001 certain shareholders of Pizza Donini Inc. a
company organized under the laws of Canada, acquired eighty-two
percent (82%) of the outstanding shares of the Company and the
Company agreed to assume all liabilities of Pizza Donini. The
Company owns 100% of the common stock Pizza Donini Inc.

On February 6, 2001, Donini amended its Certificate of
Incorporation changing its name from PRS Sub VI, Inc. to Donini,
Inc. and increasing its authorized shares of common stock from
10,000,000 to 100,000,000, par value $.001.

Pizza Donini Inc. was organized in 1987 and at present operates
a franchise management company supporting over thirty pizza
outlets in the Greater Montreal area. Pizza Donini Inc. supports
twenty-eight (28) pizza outlets. At May 31, 2002 twenty-seven
(27) were franchised and one (1) location was held with
intention of selling it as a Pizza Donini franchise. In
addition, Pizza Donini Inc. entered into an agreement with
Zellers Inc., a Canadian national merchandise chain, to offer
for sale Pizza Donini Inc. products in twenty seven (27) of its
in store restaurants within its department stores, all in the
Province of Quebec. Intrawest Corp, a developer and operator of
village centered destinations resorts, has signed a three year
contract for the supply of pizzas.

During fiscal 2002, Donini's consolidated revenues increased
$19,067, or 1.2%, to $1,593,462 from 2001 revenues of
$1,574,395. This increase is primarily a result of increased
revenues to outside distributors. Cost of goods sold for the
year ended May 31, 2002 was $713,896, or 75.6%, as compared to
$515,372, or 62.9%, for fiscal 2001. Working capital deficit
during this period increased from $1,070,896 at May 31, 2001 to
$1,234,186 at May 31, 2002. Total assets increased from
$1,001,343 as of May 31, 2001 to $1,010,290 as of May 31, 2002.
Net losses increased $493,820 from $1,029,453 during fiscal 2001
to $1,523,273 at May 31, 2002. The net increase in net losses is
primarily due to increases in stock based compensation of
$650,643 ($267,745 for advertising and promotion, and 382,898
for professional fees) and a decrease in product development,
and recapitalization cost of $53,884 and $179,405 respectively.

The Company maintains that its liquidity will improve marginally
with improved earnings, but will not be sufficient to allow it
to expand its operations to any significant degree. The Company
has adopted a plan to raise additional capital through an
outside offering of debentures.

During fiscal year ended May 2002, Donini's principal
independent account, KPMG LLP, resigned. That decision was based
on the fact that fees were owed to the accounting firm, which
fees the Company discharged through the issuance of 269,752
shares of common stock to KPMG LLP. The Board of Directors
approved the change, which was deemed to be in the best interest
of the corporation to change auditors.

The financial statements for the Company's fiscal year ended May
31, 2002, were audited by Samuel Klein and Company. The audit
report contains an explanatory paragraph related to substantial
doubt about the Company's ability to continue as a going
concern.


ENCOMPASS SERVICES: Implementing Key Employee Retention Plan
------------------------------------------------------------
Encompass Services Corporation, and its debtor-affiliates sought
and obtained the Court's permission to implement a key employee
retention program designed to retain and motivate key employees
during the pendency of their Chapter 11 cases.

The Debtors developed the terms of the Retention Program after
significant due diligence concerning the objectives of the
Chapter 11 cases, and the job functions critical to the
achievement of those objectives.  The Retention Program is
intended to halt declining employee morale, encourage key
employees to remain with the Debtors during the course of these
Chapter 11 cases, and increase the probability of successful
Chapter 11 cases.

              The Key Employee Retention Program

The Retention Program, as ratified by the Debtors' Board of
Directors, will provide compensation to 69 of the Debtors' key
employees.  Essentially, all of the Key Employees are corporate
employees who are located at the Debtors' corporate headquarters
in Houston, Texas.  These 69 employees include the remaining
corporate staff that exists after a Reduction in Force in early
January 2003.

Under the Retention Program, each eligible employee will be
entitled to receive a target retention amount calculated at 5%
to 100% of base compensation based on the eligible employee's
level and the expected required length of service.  The actual
amount designated for each individual will be determined by the
Debtors' executive officers and approved by the Board.  The
designated Target Retention Amount will be paid in lieu of any
other incentive bonus payments for the 2003 fiscal year and any
severance benefits the eligible employees would otherwise
receive under the Debtors' severance policy.  The Debtors
anticipate that the total of all Target Retention Amounts for
eligible employees will be $3,200,000.  The Debtors will save
$900,000 from severance benefits that would otherwise be payable
if the 69 employees are terminated.  Given this, the aggregate
cost of the Retention Program is $2,300,000.

                     Payment Of Retention Amount

Except in those circumstances where a Key Employee's designated
assignment are completed before the confirmation of a
reorganization plan, 100% of the Retention Amount will be
earned, accrued and paid on the earlier of the completion of
that Key Employee's assignment or the Confirmation Date.

The payment of the Retention Amount will be done in this manner:

     -- All eligible employees are expected to remain with the
        Debtors through the Confirmation Date and will receive
        the full Retention Amount on that date or promptly after
        that, provided the employee is still an active employee
        on that date;

     -- If the eligible employee's assignments are completed
        before Confirmation Date, as determined by the Debtors'
        executive officers and approved by the Chairman of the
        Board, the eligible employee will be released before the
        Confirmation Date.  The Debtors will terminate his
        employment without cause.  Accordingly, the eligible
        employee will receive the full Retention Amount as if
        they remained an active employee through the Confirmation
        Date. The eligible employee's base compensation will end
        on the Employment Termination Date; and

     -- If an eligible employee resigns or is terminated for
        cause before the Assignment Completion Date or the
        Confirmation Date:

          (i) the Retention Amount will be forfeited; and

         (ii) the eligible employee's base compensation will end
              on the Employment Termination Date.

                       Grounds For Termination

Grounds for an eligible employee's termination for cause include
the employee's:

     (a) material breach of his or her employment agreement, if
         applicable, or any policies the Debtors adopted;

     (b) gross negligence in the performance or intentional
         nonperformance of any of his duties and
         responsibilities;

     (c) dishonesty, fraud or misconduct with respect to the
         Debtors' business affairs; and

     (d) conviction of a felony. (Encompass Bankruptcy News,
         Issue No. 8; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


FLEMING COS: S&P Lowers Credit Rating to B- and Says Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleming Cos. Inc., to 'B-' from 'B'. The rating
remains on CreditWatch with negative implications, where it was
placed on Sept. 25, 2002.

The Dallas, Texas-based company had $2 billion of total debt
outstanding as of December 28, 2002.

"The downgrade is based on our belief that the challenges
Fleming faces in restructuring its wholesale business may weaken
cash flow protection measures. Although liquidity for the near
term appears sufficient and Fleming intends to reduce debt with
proceeds from the sale of its retail assets, debt service costs
in relation to cash flow remain high," said Standard & Poor's
credit analyst Mary Lou Burde.

Fleming has announced a cost reduction plan, including overhead
reduction and the closure of four distribution centers (two of
which were dedicated to the Kmart contract, due to terminate
March 8, 2003). Cash costs associated with the plan are expected
to be $115 million. Noncash charges associated with the plan and
other impairment charges may adversely impact the company's
previously announced 2002 financial results.

Fleming still needs to fully integrate the CoreMark
International Inc. acquisition, complete the sale of its retail
assets, and manage the consolidation of two distribution
centers. Moreover, the company has hired PricewaterhouseCoopers
to assist with shareholder lawsuits and a formal SEC
investigation into accounting matters. Standard & Poor's
believes management will be challenged to manage these processes
smoothly while maintaining focus on its core distribution
business.

Standard & Poor's will meet with management to assess Fleming's
revised business strategy, including its plans to replace lost
volume of the Kmart and retail business, prospects for debt
reduction, and the SEC inquiry.

DebtTraders reports that Fleming Companies Inc.'s 10.625% bonds
due 2007 (FLM07USR1) are trading between 28 and 31. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1for
real-time bond pricing.


FREESTAR TECH.: Court Dismisses Involuntary Chapter 7 Petition
--------------------------------------------------------------
FreeStar Technology Corporation (OTCBB:FSTI) announced that a
memorandum of decision dismissing the Chapter 7 Involuntary
Bankruptcy Petition, brought against the Company on January 9,
2003, was signed Thursday afternoon.

Pursuant to the ruling by Honorable Judge Allan L. Gropper, the
Chapter 7 Petition brought in January by vFinance, Inc., David
Stefansky, Richard Rosenblum, Marc Siegel, Papell Holdings LLC
and Boat Basin Investors Ltd., in the United States Bankruptcy
Court for the Southern District of New York, will be dismissed
promptly. As contended in FreeStar's Motion to Dismiss of
February 4, 2003, the Petitioners held no claims against
FreeStar that were not the subject of a bona fide dispute.

FreeStar is of the opinion that the Chapter 7 Petition was filed
in bad faith in order to depress FreeStar's share price and thus
allow the Petitioners to cover a substantial naked short
position in FSTI stock. FreeStar will seek substantial punitive
and consequential damages, pursuant to provisions of the
Bankruptcy Code, relating to the Petitioners' actions causing
the Company's market capitalization to decrease significantly on
and about January 10, 2003. The first of such motions, seeking
statutory recovery of FreeStar's fees and costs, is likely to be
filed within the next two weeks.

Paul Egan, President and Chief Executive Officer of FreeStar,
stated, "While the facts of this case were clear, we commend the
diligent endeavors of our defense team. Justice has been served
by today's ruling and we look forward to focusing our efforts on
FreeStar's core business without further distraction."

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


GAP INC: Brings-In Eva Sage-Gavin as EVP of Human Resources
-----------------------------------------------------------
Gap Inc., (NYSE:GPS) announced that Eva Sage-Gavin is joining
the company in the newly created role of Executive Vice
President of Human Resources.

Ms. Sage-Gavin will oversee Gap Inc.'s human resources
strategies worldwide, including staffing, organization
development and training, compensation and benefits, employee
relations and diversity.  Ms. Sage-Gavin, 44, will report to
Paul Pressler, Gap Inc., President and CEO, and will be a member
of the company's Executive Leadership Team.

"This new position underscores our ongoing commitment to
developing talent throughout the company," said Mr. Pressler.
"Eva is a great addition to our team. She's a proven leader with
strong experience in driving human resources strategies across a
diverse and global employee base."

Ms. Sage-Gavin joins Gap Inc., from Sun Microsystems, where she
was Senior Vice President of Human Resources. Prior to joining
Sun, Ms. Sage-Gavin served as Senior Vice President, Human
Resources, for Disney Consumer Products, a division of the Walt
Disney Company. In addition, she served in various senior human
resources leadership positions for The PepsiCo Corporation,
including its Taco Bell division, and for Xerox Corporation. Ms.
Sage-Gavin holds a bachelor's degree in Industrial and Labor
Relations from Cornell University.

Gap Inc., is a leading international specialty retailer offering
clothing, accessories and personal care products for men, women,
children and babies under the Gap, Banana Republic and Old Navy
brand names. Fiscal 2002 sales were $14.5 billion. As of
February 1, 2003, Gap Inc. operated 4,252 store concepts (3,117
store locations) in the United States, the United Kingdom,
Canada, France, Japan and Germany. In the United States,
customers also may shop the company's online stores at gap.com,
BananaRepublic.com and oldnavy.com.

As previously reported, the outlook on Gap Inc., was revised to
negative from stable. The 'BB+' long-term and 'B' short-term
corporate credit ratings on the company were also affirmed. The
outlook revision was based on continuing negative sales
trends in the company's Old Navy and Gap divisions.

The ratings on the San Francisco, California-based company
reflect management's challenge to improve business fundamentals
in its three brands in an industry that will continue to
experience intense competition, and to improve its weakened
credit protection measures. These factors are partially offset
by the company's strong business position in casual apparel, its
geographic diversity, and strong cash flow before capital
expenditures.


GAP INC: Fourth Quarter Performance Shows Marked Improvement
------------------------------------------------------------
Gap Inc., (NYSE:GPS) reported sales and earnings for the fourth
quarter and fiscal year 2002, ending February 1, 2003.

                    Fourth Quarter Results

Net sales for the fourth quarter increased 14 percent to $4.7
billion, compared with $4.1 billion for the fourth quarter last
year. Comparable store sales increased 8 percent, compared with
a decrease of 16 percent during the fourth quarter of the prior
year.

The company reported net income of $249 million for the fourth
quarter, compared with a net loss of $34 million in the prior
year. In addition to improved business performance, these
results reflect a reduction in the company's effective tax rate
and included a $40 million after-tax charge for estimated
sublease reserves, which were taken for excess office space that
the company intends to sublease.

                    Fiscal 2002 Results

Net sales of $14.5 billion for the 52 weeks ended February 1,
2003, increased 4 percent, compared with net sales of $13.8
billion for same period ended February 2, 2002. The company's
comparable store sales for the year decreased 3 percent,
compared with a decrease of 13 percent in the prior year.

For the year, the company reported net income of $477 million,
compared with a net loss of $8 million last year. In addition to
improved business performance, these results reflect a reduction
in the company's effective tax rate and included an after-tax
charge for estimated sublease reserves, which were taken for
excess office space that the company intends to sublease.

"We're pleased with our fourth quarter and year-end results,
which reflect the hard work and progress made in our turnaround
efforts across all three brands," said President and CEO Paul
Pressler. "Strong margin performance indicates our customers are
responding to product improvements. Looking to 2003, we will
continue to focus on improving our balance sheet, managing costs
and creating sustainable growth strategies for our brands."

                    Sales Results By Division

The company's fourth quarter comparable store sales by division
were as follows:

      --  Gap U.S.: positive 4 percent, compared with a negative
          16 percent last year.

      --  Gap International: positive 6 percent, compared with a
          negative 14 percent last year.

      --  Banana Republic: positive 5 percent, compared with a
          negative 7 percent last year.

      -  Old Navy: positive 14 percent, compared with a negative
         20 percent last year.

Net sales for the fourth quarter in each division were:

     -- Gap U.S.: $1.6 billion, compared with $1.5 billion last
        year.

     -- Gap International: $549 million, compared with $472
        million last year.

     -- Banana Republic: $610 million, compared with $566 million
        last year.

     -- Old Navy: $1.9 billion, compared with $1.5 billion last
        year.

For fiscal year 2002, the company's comparable store sales by
division were as follows:

     -- Gap U.S.: negative 7 percent, compared with a negative 12
        percent last year.

     -- Gap International: negative 5 percent, compared with a
        negative 11 percent last year.

     -- Banana Republic: negative 1 percent, compared with a
        negative 8 percent last year.

     -- Old Navy: positive 1 percent, compared with a negative 16
        percent last year.

Net sales for 2002 in each division were:

     -- Gap U.S.: $5.1 billion, compared with $5.2 billion last
        year.

     -- Gap International: $1.7 billion, compared with $1.6
        billion last year.

     -- Banana Republic: $1.9 billion, compared with $1.9 billion
        last year.

     -- Old Navy: $5.8 billion, compared with $5.1 billion last
        year.

                    February 2003 Outlook

Commenting on February month-to-date sales results, Chief
Financial Officer Byron Pollitt said: "Given the sharp drop in
consumer confidence and extreme weather conditions on the East
Coast, February has been challenging. Month-to-date, however, we
are pleased with a high single-digit positive comp performance.

"These results are somewhat short of our beginning of month
projections, and while weather was clearly a factor, other
reasons for this shortfall are difficult to read. We are still
evaluating performance for the month."

The company will report February sales on March 6, 2003.

                     Real Estate Growth

Gap Inc., increased net square footage by 2.5 percent in 2002
and ended the quarter with 4,252 concepts, which equates to
3,117 locations.

Gap brand stores are reported based on concept and locations.
Any Gap Adult, GapKids, babyGap or GapBody concept that meets a
certain square footage threshold has been counted as a store,
even when residing within a single physical location that may
have other concepts.

                   2003 Real Estate Outlook

The company announced it anticipates new store openings of about
30-40 locations, or 40-60 concepts, accompanied by store
closures, which will likely be somewhat higher than 2002.
Overall, the company expects net square footage to decline
approximately two percent for the year.

With a store base of more than 3,000 locations and a typical
minimum lease term of about five years, Gap Inc. has 400 to 500
lease actions which come up for review each year. The company
will use these opportunities over the next few years to optimize
the number of stores in its fleet.

                    Corporate Governance

As part of the company's commitment to ensuring strong corporate
governance practices, Gap Inc. also announced it has launched a
new Corporate Governance section on gapinc.com. The section
includes comprehensive information on Gap Inc.'s corporate
governance guidelines, Board of Directors, board committees,
executive leadership team and Code of Business Conduct.

"We are committed to operating under the highest ethical
business standards -- and that includes communicating openly and
consistently with our shareholders," said Mr. Pressler. "In
2002, we further enhanced our board composition and practices,
with emphasis on independence and corporate governance
leadership. We will continue to evolve and adopt appropriate
corporate governance best practices."

As previously reported, the outlook on Gap Inc., was revised to
negative from stable. The 'BB+' long-term and 'B' short-term
corporate credit ratings on the company were also affirmed. The
outlook revision was based on continuing negative sales
trends in the company's Old Navy and Gap divisions.

The ratings on the San Francisco, California-based company
reflect management's challenge to improve business fundamentals
in its three brands in an industry that will continue to
experience intense competition, and to improve its weakened
credit protection measures. These factors are partially offset
by the company's strong business position in casual apparel, its
geographic diversity, and strong cash flow before capital
expenditures.


GEN. CHEMICAL: S&P Cuts Rating over Increased Liquidity Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on commodity chemical producer General Chemical
Industrial Products Inc., to 'B-' from 'B+', citing continued
deterioration in market conditions that have increased near-term
liquidity concerns. The current outlook is negative.

General Chemical Industrial Products, based in Hampton, N.H., is
a leading North American producer of soda ash, and has about
$147 million of reported debt outstanding.

"The downgrade reflects continued profitability weakness in the
company's key markets, resulting in further deterioration to the
financial profile and tightening liquidity," said Standard &
Poor's credit analyst Franco DiMartino. The domestic soda ash
market continues to suffer from overcapacity and downward
pressure on pricing, while natural gas costs are trending
higher. The resulting decline in profitability suggests that
General Chemical may soon breach the financial covenants in its
bank credit facility. Access to the credit facility is a key
rating consideration in light of the company's low cash balance,
persistent operating challenges, and significant debt service
requirements.

Standard & Poor's said that its ratings on General Chemical
reflect a below-average business risk profile, characterized by
a narrow focus on the highly cyclical and commodity-like soda
ash and calcium chloride markets, and a very aggressive
financial profile.


GISA HOLDINGS: Sues MAII Hldgs. & Car Rental for Breach of Pacts
----------------------------------------------------------------
Gisa Holdings Inc., JMG Holdings, LLC and Jack and Marty Gunion,
former owners of the Discount Car and Truck Rentals franchise in
Maricopa County, Ariz., filed a lawsuit in the Superior Court of
the State of Arizona (Case No. CV2003-002976), against MAII
Holdings Inc. a Texas corporation; CRD Holdings Inc., a Delaware
corporation; and CAR RENTAL DIRECT of Central Arizona Inc., an
Arizona corporation. The complaint alleges: Breach of Agency;
Constructive Fraud/Breach of Fiduciary Duty; Breach of Implied
Covenant of Good Faith and Fair Dealing; Fraudulent Transfer;
Unjust Enrichment; Promissory Estoppel; Negligence; Gross
Negligence; Breach of Contract; Declaratory Judgment on
Indemnity Liability; Constructive Trust; Specific Performance;
and Punitive Damages, all related to the purchase of
substantially all of Gisa's assets.

MAII and CAR RENTAL DIRECT, through its chairman and CEO,
Christie S. Tyler, announced in a press release on Aug. 29 they
were canceling the terms of an Asset Purchase Agreement entered
into with Gisa on May 1, 2002. In addition to the Asset Purchase
Agreement between the parties, an Operating Agreement, entered
into on the same date, obligated CAR RENTAL DIRECT to act as
agent to Gisa in the operation of the business.

The lawsuit alleges that MAII Holdings or CAR RENTAL DIRECT has
never paid Gisa Holdings Inc., JMG Holdings or the Gunions for
their business. Rental income or profits generated by CAR RENTAL
DIRECT from the more than 600-vehicle fleet was never credited
to Gisa. In addition to withholding all rental income and
profits, CAR RENTAL DIRECT has yet to pay much of the Gisa debt
incurred during the operation of the business, for which they
were responsible as Gisa's agent.

Numerous other allegations and Claims for Relief against MAII
and CAR RENTAL DIRECT are spelled out in the formal complaint,
filed in Maricopa County Superior Court on Feb. 13, 2002. In
August 2002, Gisa filed a Chapter 11 petition in the Federal
Bankruptcy Court in an effort to force CAR RENTAL DIRECT to
immediately return all vehicles titled in Gisa's name. In
October 2002, Gisa withdrew the Chapter 11 petition. Many
attempts were then made to collect the vehicles through the
beginning of 2003 by Gisa's creditors, but CAR RENTAL DIRECT
continued to rent them and retained all rental proceeds and
profits.

Discount Car and Truck Rentals was the second largest company in
Maricopa County, servicing the replacement vehicle market
segment of the automobile rental industry. Ford Motor Credit,
knowing that CAR RENTAL DIRECT specifically wanted to grow in
the Phoenix market and in Gisa's segment of the industry,
introduced CAR RENTAL DIRECT to Gisa. Following execution of the
Operating Agreement by both parties on May 1, 2002, CAR RENTAL
DIRECT substantially altered the business to the point where
Gisa could no longer take it back. Signs were changed to the CAR
RENTAL DIRECT name; computer systems were replaced; vehicles
were sold from Gisa's fleet; customer relationships and certain
leases were cancelled; and CAR RENTAL DIRECT subsequently
discharged most of Gisa's former employees.

Gisa, JMG Holdings and the Gunions are asking that MAII and CAR
RENTAL DIRECT honor the terms of the Asset Purchase Agreement
and Operating Agreement, entered into on May 1, 2002.


GLOBAL CROSSING: IMPSAT Demands Prompt $1.9M Admin Claim Payment
----------------------------------------------------------------
Michael J. Canning, Esq., at Arnold & Porter, in New York,
informs the Court that IMPSAT Fiber Networks Inc. is a party to
14 contracts with Global Crossing Ltd., and its debtor-
affiliates.  The IMPSAT Contracts generally consist of three
types of agreements:

     -- Turnkey Backhaul Construction and IRU Agreements;

     -- Telehouse Agreements; and

     -- Capacity Agreements.

Since the Petition Date, the IMPSAT Entities have continued to
perform all of their obligations under the IMPSAT Contracts to
the applicable GX Debtors.  Given the crucial importance of the
IMPSAT Contracts to the GX Debtors' continued business
operations, the IMPSAT Entities' continued performance has,
without question, conferred an ongoing, significant benefit to
the Debtors' bankruptcy estates.

Section 503(b)(1)(A) of the Bankruptcy Code grants
administrative priority to "the actual, necessary costs and
expenses of preserving the estate, including wages, salaries, or
commissions for services rendered after the commencement of the
case." Pursuant to Bankruptcy Code Section 507(a)(1),
administrative claims are afforded first priority.

Specifically, claims that arise out of the continued operation
of a debtor's business after the petition date are entitled to
administrative priority.  See, e.g., In re Enron Corp., 279 B.R.
695, 704 (Bankr. S.D.N.Y. 2002) ("expenses the debtor-
inpossession incurs during the reorganization effort are
afforded a first priority").  Moreover, even if a debtor-in-
possession has not expressly assumed a contract under Section
365(a), the party requesting payment of administrative expenses
will be entitled to such claim so long as there is a benefit to
such debtor's bankruptcy estate from that party's continued
performance.  See Frito-Lay, Inc. v. LTV Steel Co. (In re
Chateaugay Corp.), 10 F.3d 944, 955 (2d Cir. 1993); In re Keren
Ltd. P'ship, 225 B.R. 303, 308 (S.D.N.Y. 1998).

Despite the IMPSAT Entities' continued performance during the
Postpetition Period under the IMPSAT Contracts, however, Mr.
Canning contends that the Debtors have failed to compensate the
IMPSAT Entities in accordance with the payment terms of the
IMPSAT Contracts.

According to Mr. Canning, the payment terms of each of the
IMPSAT Contracts require that payment be made in U.S. Dollars
and U.S. Dollar equivalents, at the amounts set forth in the
IMPSAT Contracts.  In the case of certain of the Telehouse
Agreements entered into by SAC Argentina, SAC Brasil and SAC,
however, rather than pay the requisite amounts contractually
provided for in U.S. Dollars and its equivalents, the Debtors
have -- since the commencement of the Global Crossing Chapter 11
proceedings, and continuing throughout the Postpetition Periods
-- made payments denominated in local currencies.  These
defective payments have resulted in the receipt by IMPSAT
Argentina and IMPSAT Brazil of U.S. Dollar equivalents
significantly less than that required by the applicable IMPSAT
Contracts.  This improper payment in local currencies, rather
than in the contractually provided for U.S. Dollars, has
resulted in significant shortfalls between amounts due and owing
under the terms of the IMPSAT Contracts and amounts actually
paid by the Debtors.  The total amount owed by the Debtors on
account of these shortfalls arising under the IMPSAT Contracts
in respect of the Postpetition Period, through December 31,
2002, is $1,069,051.57, plus interest at the prime rate plus 1%
from the date the amounts were contractually due.  As these
payment shortfalls occurred during the Postpetition Period, the
IMPSAT Entities' claims for these shortfalls are entitled to
administrative priority.

Mr. Canning relates that each of the Backhaul Agreements
contains provisions adjusting payment amounts for maintenance
services to compensate for inflation.  In this regard, the
Debtors have incredibly asserted that the Inflation Adjustments
permit them to reduce the amount of contractually provided for
Recurring Service Charges arising under the Backhaul Agreements
based on unverified changes in market prices for short-term
maintenance services, and, predicated on this incorrect
assertion, in October 2002, SAC failed to make proper payment in
respect of amounts owing under the TAC Agreement.  Moreover, Mr.
Canning argues that the Debtors' Inflation Assertion is wholly
unsupportable, as the Inflation Adjustments do not allow for a
reduction in Recurring Service Charges due under the IMPSAT
Contracts, but rather only provide for upward adjustments in
payment amounts caused by inflation.

Under the clear meaning of the TAC Agreement, Mr. Canning
explains that after the request of either party, the parties
should meet and mutually agree on an appropriate adjustment to
the Recurring Service Charges at the time and in the event that
the specific circumstances, namely an increase in inflation or
additional services, occur.  Global Crossing, however, has
ignored its contractual obligation to meet and seek mutual
agreement, but instead has imposed a self-help remedy for its
willful failure to make payment when due.  In this respect,
Global Crossing never requested that the parties meet to discuss
whether an adjustment to the TAC Agreement Recurring Service
Charges should be considered in accordance with the procedures
set forth in Section 9.02 of the TAC Agreement, and IMPSAT can
only infer from Global Crossing's failure to follow the terms of
the TAC Agreement that it well knows that any adjustment of the
TAC Agreement Recurring Services Charges can only result in an
increased payment to the IMPSAT Entities because of inflation,
not a reduction.

Even if the parties were to have attempted but failed to reach
agreement on an adjustment, Mr. Canning notes that the TAC
Agreement does not provide for a self-help remedy.  Rather,
Global Crossing would have had the right, while continuing to
make full payment in accordance with the TAC Agreement, to seek
dispute resolution on the parties' good faith obligations under
New York law to negotiate a contractual adjustment.  Instead,
Global Crossing somehow suggested that the words of the
adjustment provisions, which are expressly and specifically
limited to "inflationary effects" and "system augments," allow
Global Crossing relief because of short-term changes in local
competitive pricing for similar services.  Competitive pricing
is not, and cannot be, a proxy for inflation.  Competitive
prices are dependent on a variety of factors, including those
that are juxtaposed to inflation.  Thus, Mr. Canning asserts
that the clear meaning of the adjustment provisions is to
contemplate additional payments to IMPSAT in the stated
circumstances.  There is no plausible reading of the relevant
provisions that provide for reduced payments from Global
Crossing, and most assuredly not in the context where the market
for competitive services may have changed in the short-term.
The parties knowingly entered into long-term fixed price
contracts that intentionally did not provide adjustments based
on market prices.  Today, when Global Crossing seeks to lower
its expenses and avoid its contractual obligations, it asserts a
frivolous argument that it may have wished it had been able to
negotiate several years ago.

Accordingly, the balance of the total amount due during the
Postpetition Period through December 31, 2002 with respect to
the TAC Agreement equals $614,470.50, plus interest at the Prime
rate plus 1% from the date the amounts were due.  Once again, as
the payment shortfalls caused by the Debtors' position with
respect to the Inflation Adjustments have occurred during the
Postpetition Period, the IMPSAT Entities' claims for these
shortfalls are entitled to administrative priority.

Finally, with respect to the Lima Telehouse Agreement dated
March 16, 2000 among IMPSAT Peru, SAC Peru and SAC, and the Peru
Backhaul Agreement, the Debtors have failed to pay amounts due
under those agreements for the period between the Petition Date
for SAC Peru's Chapter 11 proceeding through September 30, 2002.
The amounts due in respect of the Lima Telehouse Agreement and
Peru Backhaul Agreement total $246,262.26, plus interest at the
Prime rate plus 1% from the date the amounts were due.  As a
result, the applicable IMPSAT Entities' claim for the shortfalls
is entitled to administrative priority.

Accordingly, IMPSAT asks the Court to allow its claims against
the Debtors for the payment shortfalls under the applicable
IMPSAT Contracts during the Postpetition Period, and grant the
claims administrative priority pursuant to Sections 503(b)(1)(A)
and 507(a)(1). (Global Crossing Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Global Crossing Ltd.'s 9.125% bonds due
2006 (GBLX06USR1) are trading at 2 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GMACM MORTGAGE: Fitch Rates 2 P-T Note Classes at Lower-B Level
---------------------------------------------------------------
Fitch rates $444.5 million GMACM Mortgage Pass-Through
Certificates 2003-J1 classes A-1 through A-10, PO, IO, R-I and
R-II certificates (senior certificates) 'AAA'. In addition,
class M-1 ($2.7 million) is rated 'AA', class M-2 ($0.9 million)
is rated 'A', class M-3 ($0.7 million) is rated 'BBB', the
privately offered class B-1 ($0.5 million) is rated 'BB' and the
privately offered class B-2 ($0.5 million) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 1.25%
subordination provided by the 0.60% class M-1, the 0.20% class
M-2, the 0.15% class M-3, the 0.10% privately offered class B-1,
the 0.10% privately offered class B-2, and the 0.10% privately
offered class B-3 (which are not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures and GMAC Mortgage
Corporation's servicing capabilities as servicer. Fitch
currently rates GMAC Mortgage Corporation a 'RPS1' for
Servicing.

As of the cut-off date, February 1, 2003, the trust consists of
one group of mortgage loans with an aggregate principal balance
of $450,149,512. The mortgage pool consists of 1,012
conventional, fully amortizing 15-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties. The average unpaid principal balance as of the cut-
off date is $444,812. The weighted average original loan-to-
value ratio (OLTV) is 60.38%. Approximately 71.94% and 4.39% of
the mortgage loans possess FICO scores greater than 720 and 660
or less, respectively. Cash-out refinance loans represent 23.57%
of the loan pool. The three states that represent the largest
portion of the mortgage loans are California (20.09%),
Massachusetts (10.68%), and New Jersey (9.24%). Approximately
1.1% of the mortgage loans are secured by properties located in
the State of Georgia, none of which are covered under the
Georgia Fair Lending Act, effective as of October 2002.

The loans were sold by GMAC to Residential Asset Mortgage
Products, the depositor. The depositor, a special purpose
corporation, deposited the loans in the trust, which then issued
the certificates. For federal income tax purposes, an election
will be made to treat the trust fund as two real estate mortgage
investment conduits.


GRAHAM PACKAGING: Narrows Partners' Capital Deficit to $460 Mil.
----------------------------------------------------------------
Graham Packaging Holdings Company, parent company of Graham
Packaging Company, L.P., reported a 16 percent gain over last
year in adjusted earnings before interest, taxes, depreciation,
and amortization (Adjusted EBITDA).

The Company said its Adjusted EBITDA for 2002 was $198.2
million, compared to $171.5 million for 2001.

A its year-end 2002 balance sheet, the Company recorded a
working capital deficit of about $12 millions, and a partners'
capital deficit of about $460 million.

"We are very pleased with our earnings growth this year and our
Company's continuing signs of strength, especially given the
uncertainty in the economy and the volatility of the financial
markets in general," Chief Financial Officer John Hamilton said.

The increase in Adjusted EBITDA was achieved on net sales of
$906.7 million and net income was $7.6 million in 2002, compared
to net sales of $923.1 million and a net loss of $44.0 million
in 2001.

"Our net sales were lower primarily because of lower resin
prices utilized in our products," Chief Executive Officer
Phillip R. Yates said. "In reality, we actually grew our 2002
business by more than 7 percent in the number of units sold
compared to the previous year. This is the continued result of
adding new products and plants to support our customers," Yates
explained. Graham Packaging opened new plants in the United
States, France, and Mexico in 2002, but Yates said that the full
impact of these plant openings won't show up until 2003 results
are reported.

The other reason for the decrease in net sales, Yates added, was
the Company's ongoing strategic restructuring of its European
operations in the past year. The Company closed or sold
unprofitable plants in France, Italy, and the United Kingdom.
"Excluding business impacted by the restructuring, sales would
have increased by approximately 3 percent in 2002 compared to
2001," Yates said.

Total outstanding debt at the end of 2002 was $1,070.6 million,
up only slightly from $1,052.4 million at the end of 2001.
Graham recently completed a bank refinancing on its existing
senior credit facility consisting of two seven-year term loans,
for $570 million and $100 million, respectively, and a $150
million, five-year revolving loan. According to Hamilton, the
refinancing "significantly extended the maturities of our
existing senior credit facility. This new facility also improves
the company's liquidity, increases our flexibility, and provides
long-term financing for continued capital spending in support of
our growth with key customers. We believe this transaction also
confirms the confidence the debt markets have in Graham."

Graham Packaging, based in York, Pennsylvania, USA, is a
worldwide leader in the design, manufacture and sale of
customized blow-molded plastic containers for the branded food
and beverage, household and personal care, and automotive
lubricants markets. The Company employs approximately 3,900
people at 57 plants throughout North America, Europe, and South
America. It produced more than nine billion units in 2002.
Blackstone Capital Partners of New York is the majority owner of
Graham Packaging.


HOLLINGER INT'L: Expects Up to $120-Million in EBITDA in 2002
-------------------------------------------------------------
Hollinger International Inc., (NYSE: HLR) confirmed its guidance
for the full-year 2002.  As previously indicated, the Company
forecast EBITDA to be in the range of $110 million to $120
million.  Hollinger International believes it will report an
EBITDA in the lower end of that range when it issues its final
results.

In October, 2002, the Emerging Issues Task Force issued EITF
Issue No. 02-17 "Recognition of Customer Relationship Intangible
Assets Acquired in a Business Combination," which provides
guidance as to customer-related intangible assets which must be
recognized apart from goodwill.  As a result of the new guidance
and review comments received from the Securities and Exchange
Commission on the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 2002, the Company is
reevaluating whether certain of its identifiable intangible
assets which existed as at January 1, 2002, totaling $494
million were appropriately reclassified to goodwill at that
date.  Should the Company determine that certain intangible
assets need to be recognized apart from goodwill, additional
amortization expense would need to be recorded for 2002. The
Company intends to resolve, as quickly as possible, whether any
adjustment is required to its intangible assets and related
amortization expense for 2002 and expects to be in a position to
issue its overall results for 2002 during the first half of
March.  Had the January 1, 2002 reclassification to goodwill not
been made and such intangible assets amortized on the same basis
as 2001, the additional amortization expense for the nine months
ended September 30, 2002 would be $13.4 million.  Such
adjustment, net of the related tax recovery and minority
interest, would increase 2002 net loss by approximately $11
million.  Adjustments, if any, would not affect previously
reported EBITDA and the 2002 EBITDA guidance referred to above.

In addition, in connection with the sale of operations to
CanWest in 2000, the Company recorded a valuation allowance
against the remaining pension plan asset in respect of the
operations sold. Generally accepted accounting principles do not
specifically address pension valuation allowances. The Company
believed that a valuation allowance was appropriate to reflect
the impairment in the pension asset as a result of uncertainties
regarding the Company's legal right to use or access the full
amount of the plan surplus. Recent regulatory guidance has made
it clear that such a valuation allowance is not permitted under
GAAP. In light of this guidance, the Company has retroactively
reversed the valuation allowance established in fiscal 2000,
which has resulted in an increase in reported net earnings for
fiscal 2000 of $40,312,000 and a decrease in the reported net
loss for fiscal 2001 of $2,395,000, each net of related income
tax and minority interest.

Hollinger International Inc., owns and operates English-language
newspapers in the United States, the United Kingdom, Canada and
Israel.  The Company's principal assets are the Chicago Sun-
Times, which has the second highest circulation and the highest
readership of any newspaper in the Chicago metropolitan area,
more than 100 titles in the greater Chicago metropolitan area,
and The Daily Telegraph, the highest circulation broadsheet
daily newspaper in the United Kingdom and in Europe, and its
related publications in the United Kingdom.  The Company also
owns The Jerusalem Post in Israel.   In addition, Hollinger has
a number of minority investments in various Internet and media-
related public and private companies.

For more information on Hollinger International Inc., visit its
Web site at http://www.hollinger.com

                        *     *     *

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $112 million.

                 Update on Financing Initiative

As previously announced, the Company is continuing to pursue a
comprehensive financing initiative in order to extend debt
maturities and provide more advantageous borrowing terms. This
initiative may include a new amended syndicated credit facility
for which Wachovia Securities Inc., would act as lead-arranger
and bookrunner. Additionally this initiative may include the
sale, in a private placement, of long-term debt securities.
Completion of these transactions will be subject to market
conditions, conclusion of definitive agreements and satisfaction
of conditions in such agreements. The long term debt securities
have not and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration under that Act or an applicable exemption from the
registration requirements.


HOLLINGER INT'L: Board of Directors Declare Quarterly Dividend
--------------------------------------------------------------
The Board of Directors of Hollinger International Inc.,
(NYSE: HLR) has declared a quarterly dividend of $0.05 per share
on the issued and outstanding common stock of the Company to be
payable April 15, 2003, to stockholders of record on April 1,
2003.

Hollinger International Inc. owns English-language newspapers in
the United States, United Kingdom, and Israel.  Its assets
include The Telegraph Group Limited in Britain, the Chicago Sun-
Times, the Jerusalem Post, a large number of community
newspapers in the Chicago area, a portfolio of new media
investments and a variety of other assets.

For more information on Hollinger International Inc., visit its
Web site at http://www.hollinger.com

                        *     *     *

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $112 million.

                 Update on Financing Initiative

As previously announced, the Company is continuing to pursue a
comprehensive financing initiative in order to extend debt
maturities and provide more advantageous borrowing terms. This
initiative may include a new amended syndicated credit facility
for which Wachovia Securities Inc., would act as lead-arranger
and bookrunner. Additionally this initiative may include the
sale, in a private placement, of long-term debt securities.
Completion of these transactions will be subject to market
conditions, conclusion of definitive agreements and satisfaction
of conditions in such agreements. The long term debt securities
have not and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration under that Act or an applicable exemption from the
registration requirements.


HOLLYWOOD CASINO: S&P Junks Ratings over Notes Repurchase Issues
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings for Shreveport, Louisiana-based
Hollywood Casino Shreveport to 'CCC+' from 'B-'.

At the same time, Standard & Poor's removed these ratings from
CreditWatch where they were placed on August 8, 2002. The
outlook is negative. Total debt outstanding at
September 30, 2002, was approximately $190 million.

The downgrade follows the announcement by Penn National Gaming
Inc. (B+/Stable/--), which is acquiring HCS and its parent,
Hollywood Casino Corp., that it does not intend to provide
financing or credit support to assist HCS in making the
obligated offer to repurchase its outstanding notes upon a
change of control. In addition, Penn is seeking a waiver to
the change of control provision under HCS's existing bond
indentures.

The ratings reflect HCS's continued weak operating performance,
high debt leverage, competitive market conditions, and limited
liquidity.

"The property has struggled since its opening in late 2000 due
to intensely competitive market conditions, weaker-than-expected
market growth, and the difficult economic environment in the
Dallas area, the major feeder market to Shreveport," said
Standard & Poor's credit analyst Michael Scerbo. He added, "As a
result, the property's cash flow during 2002 will likely be
below the level needed to meet the company's cash interest
expense."


HORSEHEAD INDUSTRIES: Court Fixes March 28, 2003 Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixed the deadline by which creditors of Horsehead Industries,
Inc., d/b/a Zinc Corporation of America, and its debtor-
affiliates who wish to assert a claim against the Debtors'
estates must file their proofs of claim or be forever barred
from asserting that claim.

All proofs of claim must be received on or before 4:00 p.m.
prevailing New York time on March 28, 2003:

      If delivered by mail:

           Horsehead Industries Claims Processing
           P.O. Box 5046, Bowling Green Station
           New York, NY 10274-5046

      If delivered by hand or courier:

           United States Bankruptcy Court
           Southern District of New York
           One Bowling Green, Room 534
           New York, NY 10004-1408.

Creditors are not required to file a proofs of claim if they are
for:

      (A) claims already filed against the Debtors;

      (B) claims not listed as "disputed", "contingent",
          "unliquidated", "undetermined", "unknown", or "zero" in
          the Debtors' schedules of liabilities;

      (C) claims for equity securities of the Debtors; and

      (D) claims for administrative fees and expenses including
          those of professionals retained in these Cases, and
          claims for fees of the Office of the U.S. Trustee.

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.


IMPAC FUNDING: Fitch Hatchets Ratings on Various Note Issues
------------------------------------------------------------
Fitch Ratings downgrades the following Impac Funding Corp.'s
mortgage pass-through certificates:

    ICIFC Secured Assets Corp. Mtge. Pass-Through
       Certificates, Series 1997-1

       -- Class B4 rated 'BB' is placed on Rating Watch Negative.

       -- Class B5 rated 'CCC' is downgraded to 'C'.

    ICIFC Secured Assets Corp. Mtge. Pass-Through
       Certificates, Series 1997-2

       -- Class B5 rated 'B' is downgraded to 'CCC'.

    ICIFC Secured Assets Corp. Mtge. Pass-Through
       Certificates, Series 1997-3

       -- Class B2 rated 'CCC' Rating Watch Negative is
          downgraded to 'C'.

    Impac Secured Assets Corp., Mtge. Pass-Through
       Certificates, Series 2000-1

       -- Class B1 rated 'BB' is placed on Rating Watch Negative.

       -- Class B2 rated 'B' Rating Watch Negative is downgraded
          to 'CCC'.

    Impac Secured Assets Corp., Mtge. Pass-Through
       Certificates, Series 2000-3

       -- Class M3 rated 'BBB' is placed on Rating Watch
          Negative.

       -- Class B1 rated 'B' is downgraded to 'C'.

       --Class B2 rated 'C' is downgraded to 'D'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the February 25, 2003 distribution.


INTEGRATED DEFENSE: S&P Puts Low-B Ratings on Watch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on defense electronics
supplier Integrated Defense Technologies Inc. on CreditWatch
with developing implications.

"The CreditWatch placement reflects IDT's announcement that it
has retained an investment bank to explore strategic
alternatives to enhance shareholder value," said Standard &
Poor's credit analyst Christopher DeNicolo. A range of
alternatives is being considered, including selling or merging
IDT with a larger competitor. The resolution of the CreditWatch
and any change in ratings on IDT will be determined by what the
company decides to do and the impact on its credit profile.

The current ratings on IDT reflect a modest revenue base, high
leverage, and an acquisition program, offset somewhat by leading
positions in defensible niches for military electronics and an
improved financial profile after an initial public offering.

The Huntsville, Alabama-based company focuses on defense
electronics, addressing niche markets for electronic test
equipment, warfare simulators, communications monitoring, and
specialty radars. Some well-supported programs, with a high
percentage of sole-source contracts, mitigate participation in
the highly competitive domestic defense industry. Nevertheless,
the business risk profile remains well below average, with the
firm facing much larger defense competitors and normal industry
risks of program cancellations and cost overruns.

Debt to total capital increased to over 55% at the end of 2002
from around 40% after the February 2002 initial public offering
due to the debt-financed acquisition of a unit of BAE Systems.
However, the solid profitability of the acquired operations will
likely offset somewhat the increased debt.


INTERPLAY ENTERTAINMENT: Shoos-Away Ernst & Young as Accountants
----------------------------------------------------------------
On February 18, 2003, Interplay Entertainment Corp., informed
Ernst and Young LLP that their firm would no longer be engaged
as the Company's independent public accountants.

Ernst and Young LLP's report on the Company's financial
statements for the year ended December 31, 2001 contained a
qualification as to the Company's ability to continue as a going
concern.

The decision to change the Company's independent public
accountants was approved by the Company's Audit Committee of the
Board of Directors.

On February 18, 2003, the Company's Audit Committee of the Board
of Directors approved and authorized the  engagement of Squar,
Milner, Reehl & Williamson, LLP as the Company's independent
public accountants.


IPCS INC: Gets Court OK to Engage Mayer Brown as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its nod of approval to iPCS, Inc., and its debtor-
affiliates to engage the services of Mayer, Brown, Rowe & Maw as
special counsel.

As Special Counsel, Mayer Brown will:

   a. represent the Debtors in their litigation against, and any
      other disputes, contested matters, adversary proceedings
      and negotiations that may arise with respect to, Sprint
      Corporation and its affiliates;

   b. advise the Debtors with respect to corporate, finance and
      related issues in connection with the development and
      implementation of a transactional strategy;

   c. assist the Debtors in evaluating, participating in the
      development of, and documenting such mergers, acquisitions,
      stock sales, major asset sales and other significant
      corporate transactions as may be proposed during the course
      of these Chapter 11 Cases;

   d. assist the Debtors' management with presentations made to
      the Debtors' Board of Directors regarding these Chapter 11
      Cases;

   e. advise the Debtors with respect to matters of general
      corporate and corporate finance as such advice relates to
      these Chapter 11 Cases; and

   f. perform any and all other legal services that may be
      required from time to time, including court appearances, as
      are in the interests of the Debtors' estates and that do
      not overlap with the services being performed by general
      bankruptcy counsel or any other counsel.

The Firm will bill the Debtors at current hourly rates:

           Paul W. Theiss           $510 per hour
           Stuart M. Rozen          $575 per hour
           John M. Touhy            $450 per hour
           David R. Melton          $425 per hour
           John J. Voorhees, Jr.    $485 per hour

iPCS, Inc., provider of wireless personal communication
services, filed for chapter 11 protection together with two of
its affiliates on February 23, 2003 (Bankr. N.D. Ga. Case No.
03-62695).  Gregory D. Ellis, Esq., at Lamberth, Cifelli, Stokes
& Stout, PA represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $253,458,000 in total assets and
$378,433,000 in total debts.

IPCS Inc.'s 14.000% bonds due 2010 (IPCS10USR1), DebtTRaders
says, are trading between 5 and 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=IPCS10USR1
for real-time bond pricing.


JP MORGAN: S&P Assigns Low-B Prelim. Ratings to 3 Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $464.4 million commercial mortgage pass-through
certificates series 2003-FL1.

The preliminary ratings are based on information as of Feb. 27,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, and the economics of the underlying mortgage
loans. Standard & Poor's analysis determined that, on a
weighted-average basis, the pool has a debt service coverage
ratio (DSCR) of 1.01x based on an assumed weighted-average
refinance constant of 9.75% and as is net cash flow (NCF), and a
beginning and ending loan-to-value ratio of 96.5%.

The Westhollow Apartments mortgage loan has junior and senior
participations. The senior participation is included in this
transaction, while the junior participation is excluded from the
trust fund's assets. Unless otherwise indicated, pool statistics
include only the senior portion of the Westhollow Apartments
mortgage loan, as these statistics are based on the initial
mortgage pool balance.

                 PRELIMINARY RATINGS ASSIGNED
    J.P. Morgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-thru certificates series 2003-FL1

      Class             Rating                 Amount ($)
      -----             ------                 ----------
      A-1               AAA                   162,927,000
      A-2               AAA                   125,000,000
      B                 AA                     27,284,000
      C                 A                      27,864,000
      D                 A-                      6,966,000
      E                 BBB+                   12,190,000
      F                 BBB                    11,610,000
      G                 BBB-                    8,708,000
      H                 BB                     29,605,000
      J                 B                      18,576,000
      K                 B-                      5,805,000
      NR                N.R.                   27,864,000
      X-A*              AAA                   464,399,000
      X-B*              N.R.                  464,399,000
      X-FL*             AAA                   209,845,000

           * Interest-only class. Notional amount.
           N.R. -- Not rated.


KEMPER INSURANCE: Enters Renewal Rights Pact with Arch Insurance
----------------------------------------------------------------
The Kemper Insurance Companies has reached an agreement in
principle to sell the renewal rights to its surety business to
Arch Insurance Group, a division of Arch Capital Group Ltd.

Kemper's agreement with Arch includes contract and specialty
surety products written through Kemper's Surety division,
including Lou Jones & Associates.

"This transaction continues Kemper's efforts to become primarily
a standard commercial lines insurance provider," said David B.
Mathis, Kemper chairman and CEO. "Kemper Surety accounts were
not included in the previously announced cut-through arrangement
with Berkshire Hathaway subsidiary National Indemnity Company."

To provide continuity, the transaction also includes some Kemper
Surety staff and certain assets used in the business.

Kemper Insurance Companies is a leading provider of property-
casualty insurance. Kemper is headquartered in Long Grove, Ill.
For more information about Kemper visit
http://www.kemperinsurance.com

Arch Capital Group Ltd., a Bermuda-based company with over $1.4
billion in equity capital, provides insurance and reinsurance on
a worldwide basis through its wholly owned subsidiaries. Arch
Insurance Group's principal insurance subsidiaries - Arch
Insurance Company, Arch Specialty Insurance Company, and Arch
Excess & Surplus Insurance Company - are rated A- (Excellent) by
A.M. Best.

                         *     *     *

As reported in Troubled Company Reporter's January 9, 2003
edition, Fitch Ratings downgraded the insurer financial strength
ratings  of three primary insurance underwriters of the Kemper
Insurance Companies to 'B+' from 'BBB'. Additionally, Fitch has
downgraded the surplus notes issued by group member Lumbermens
Mutual Casualty Company to 'CCC' from 'BB-'. All ratings remain
on Rating Watch Negative.

The rating actions reflect Fitch's concerns regarding the
prospective financial condition of KIC. Included in these
concerns is the increasing likelihood that future interest
payments on Lumbermen's surplus notes may not be made as
scheduled. Given the regulatory oversight of surplus notes
payments, and the organization's strained capital position,
Fitch is concerned that Lumbermens will have difficulty
maintaining minimum capital requirements and therefore could
experience difficulties in maintaining approvals from regulators
to pay interest on its surplus notes.


KEY3MEDIA GROUP: Hires AlixPartners for Court Noticing Services
---------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates, ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire AlixPartners, LLC as the Official Claims and
Balloting Agent in its chapter 11 cases.

AlixPartners will:

   a) assist the Company with the preparation of its bankruptcy
      schedules and statements of financial affairs as needed;

   b) assist the Company with calculating reclamation claims as
      necessary;

   c) assist with developing the complete notice database system
      to inform all potential creditors as to the filing of the
      case and the bar date notice;

   c) process and mail all notices including the initial
      bankruptcy notices and bar date notice;

   d) receive and process all proofs of claim and maintain the
      claims register;

   e) systematically match the proof's of claim to scheduled
      liabilities;

   f) track all claims transfers and update ownership of claims
      in the claims register accordingly;

   g) provide both the Company and its counsel access to the
      claims database system;

   h) assist the Company with reconciling claims;

   i) assist the Company with the handling of all executory
      contracts and reject or assume leases accordingly;

   j) provide all voting ballots to necessary parties, quantify
      the ballot results and provide a final report to the
      Bankruptcy Court;

   h) be available for testimony such as results of balloting;
      and

   i) assist with such other matters as may be requested that
      fall within our- expertise and that are mutually agreeable.

The Debtors will pay the AlixPartners for its services at
current hourly rates:

           Principals               $365
           Senior Associates        $285
           Associates               $245
           Consultants              $200
           Analysts                 $145
           Paraprofessionals        $ 95

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

DebtTraders reports that Key3Media Group Inc.'s 11.250% bonds
due 2011 (KME11USR1) are trading between 4 and 8. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for
real-time bond pricing.


KNITWORK PRODUCTIONS: Wants to Pay $810,000 to Critical Vendors
---------------------------------------------------------------
Knitwork Productions Corp., a/k/a American Attitude, a/k/a Say
What, asks for authority from the U.S. Bankruptcy Court for the
Southern District of New York to pay the prepetition claims of
its critical vendors.

The Debtor tells the Court that it obtains certain specialty
goods, materials, and services from select vendors.  These
vendors include:

      (a) suppliers of yarn, piece goods and other raw materials;

      (b) contractors, i.e. finishers and knitters holding raw
          materials and work in process which the Debtor needs to
          have turned into finished product and delivered;

      (c) foreign suppliers who have, or are in the process of,
          manufacturing imported goods for the Debtor; and

      (d) certain additional suppliers of miscellaneous goods or
          services.

The Debtor contends that its ability to continue its operations
will largely depend upon the continued business of these
Critical Vendors.

The Debtor reports that as of the Petition Date, it owes about
$810,000 to these Critical Vendors.  The Debtor submits that
paying these Critical Vendor Claims will not create an imbalance
of its cash flow because the majority of these obligations will
promptly generate significant receivables which will provide
immediate cash availability from the Debtor's factor.

The Debtor believes that it must continue to receive goods and
services provided by the Critical Vendors in order to achieve a
successful reorganization, otherwise, the Critical Vendors may:

      i) refuse to deliver goods and services;

     ii) refuse to deliver goods and services on reasonable
         credit terms absent payment of prepetition claims; or

    iii) suffer significant financial hardship if their
         prepetition claims are not paid in whole or in part.

Knitwork Productions Corp., a private label, sweater
manufacturer, filed for chapter 11 protection on February 24,
2003 (Bankr. S.D.N.Y. case No. 03-11040).  Burton S. Weston,
Esq., at Garfunkel, Wild & Travis, P.C., represents the Debtors
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed debts and assets of
over $10 million each.


KULICKE & SOFFA: Gets Purchase Orders from Samsung Electronics
--------------------------------------------------------------
Kulicke & Soffa Industries, Inc., (Nasdaq:KLIC) announced a
significant purchase order from Samsung Electronics, the world's
second largest semiconductor manufacturer.

This order for Maxum wire bonders is the first of a multi-staged
purchase agreement with Samsung. The first group of machines is
set for immediate delivery to their factory in South Korea.

The Company has also received strategic orders for the Maxum
machines from several large Japanese semiconductor factories
that have previously only purchased equipment from Japanese
equipment makers that compete with K&S in the wire bonder
market. The Japanese orders all represent market share growth in
factories not normally served by K&S.

Christian Rheault, Vice President of the Wire Bonder Product
Group, commented on this recent group of orders, "Our Maxum
platform is receiving continued customer validation of its
technical leadership. We are pleased to be expanding into new
customers, as well as maintaining a strong majority position in
our existing customers. These orders are enabling our market
share growth in the leading edge packaging arena. We believe
that our product portfolio is uniquely positioned to serve both
capability and capacity needs."

Kulicke & Soffa (Nasdaq:KLIC) is the world's leading supplier of
semiconductor assembly and test interconnect equipment,
materials and technology. We offer unique wire bonding
solutions, combining wafer dicing and wire bonding equipment
with bonding wire and capillaries. Flip chip solutions include
wafer bumping services and technology.

Chip scale and wafer level packaging solutions include Ultra
CSP(R) technology. Test interconnect solutions include standard
and vertical probe cards, ATE interface assemblies and ATE
boards for wafer testing, as well as test sockets and contactors
for all types of packages. Kulicke & Soffa's Web site address is
http://www.kns.com

Kulicke & Soffa's 4.750% bonds due 2006 are trading at about 61
cents-on-the-dollar.


LAIDLAW INC: W.D.N.Y. Court Confirms Third Amended Reorg. Plan
--------------------------------------------------------------
Laidlaw Inc., announced that the United States Bankruptcy Court
for the Western District of New York has confirmed its Third
Amended Plan of Reorganization and that the Ontario Superior
Court of Justice has issued an order recognizing and
implementing the Third Amended Plan of Reorganization in Canada.
These orders clear the way for the Company to emerge from
bankruptcy in April as Laidlaw International, Inc., subject to
the satisfaction of certain other conditions.

"This is an important step in a long process," said Kevin
Benson, President and CEO of Laidlaw. "In particular it signals
to the 100,000 employees around the Company that we are nearly
at the end of a challenging few years. We haven't landed yet,
but we've now got the airport in sight".

Paul Harner, Esq., at Jones, Day, Reavis & Pogue stepped Judge
Kaplan through the 13 statutory requirements under Section
1129(a) of the Bankruptcy Code necessary to confirm Laidlaw's
Third Amended Plan of Reorganization that eliminates some
$2,900,000,000 of bank and bond debt:

(A) Section 1129(a)(1) of the Bankruptcy Code provides that a
     plan of reorganization must comply with the applicable
     provisions of Chapter 11 of the Bankruptcy Code.  The
     legislative history of Section 1129(a)(1) of the Bankruptcy
     Code indicates that a principal objective of this provision
     is to assure compliance with the sections of the Bankruptcy
     Code governing classification of claims and interests and
     the contents of a plan of reorganization.  Laidlaw's Plan
     complies with all provisions of the Bankruptcy Code.

(B) Section 1129(a)(2) of the Bankruptcy Code requires that the
     proponent of a plan of reorganization comply with the
     applicable provisions of the Bankruptcy Code.  The
     legislative history and cases discussing Section 1129(a)(2)
     of the Bankruptcy Code indicate that the purpose of the
     provision is to ensure that the plan proponent complies with
     the disclosure and solicitation requirements of Sections
     1125 and 1126 of the Bankruptcy Code.  Laidlaw has performed
     all of its obligations under the Bankruptcy Code.

(C) The Plan has been "proposed in good faith and not by any
     means forbidden by law," as required by Section 1129(a)(3)
     of the Bankruptcy Code.

(D) Section 1129(a)(4) of the Bankruptcy Code requires that
     payments made by the debtor on account of services or costs
     and expenses incurred in connection with the Plan or the
     Reorganization Cases either be approved or be subject to
     approval by the bankruptcy court as reasonable.  Laidlaw's
     Plan discloses all payments to be made and the Court has
     approved or will approve all plan-related expenses.

(E) Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
     proponent of a plan to disclose the identity of certain
     individuals who will hold positions with the debtor or its
     successor after confirmation of the plan.  Section
     1129(a)(5)(A)(ii) of the Bankruptcy Code requires that the
     service of these individuals be "consistent with the
     interests of creditors and equity security holders and with
     public policy."  Laidlaw issued a press release last week
     naming the individuals the creditor's committee wants
     installed as new directors for the Reorganized Company.

(F) Section 1129(a)(6) of the Bankruptcy Code permits
     confirmation only if any regulatory commission that will
     have jurisdiction over the debtor after confirmation has
     approved any rate change provided for in the plan.  This
     requirement is inapplicable in Laidlaw's chapter 11 cases.

(G) Section 1129(a)(7) of the Bankruptcy Code, the "best
     interests of creditors test," requires that, with respect to
     each impaired class of claims or interests, each holder of a
     claim or interests of the class under the Plan on account of
     the claim or interests (a) has accepted the plan; or (b)
     will receive or retain under the plan on account of the
     claim or interests property of a value, as of the effective
     date of the plan, that is not less than the amount that the
     holder would so receive or retain if the debtor were
     liquidated under Chapter 7.  Laidlaw has provided a detailed
     liquidation analysis showing that creditors recover less in
     a chapter 7 liquidation scenario than they receive under the
     Plan.  Accordingly, the Plan complies with the "best
     interests of creditors test."

(H) Section 1129(a)(8) of the Bankruptcy Code requires that
     each class of claims or interests must either accept a plan
     or be unimpaired under a plan.  Pursuant to Section 1126(c)
     of the Bankruptcy Code, a class of impaired claims accepts a
     plan if holders of at least two-thirds in dollar amount and
     more than one-half in number of the claims in that class
     actually vote to accept the plan.  Pursuant to Section
     1126(d) of the Bankruptcy Code, a class of interests accepts
     a plan if holders of at least two-thirds in amount of the
     allowed interests in that class that actually vote to accept
     the plan.  A class that is not impaired under a plan, and
     each holder of a claim or interests of the class, is
     conclusively presumed to have accepted the plan.  Laidlaw's
     creditors voted overwhelmingly to accept the Plan.

(I) The treatment of Administrative Expense Claims and Priority
     Non-Tax Claims pursuant to Sections 2.1 and 4.2 of the Plan
     satisfies the requirements of Sections 1129(a)(9)(A) and (B)
     of the Bankruptcy Code, and the treatment of Priority Tax
     Claims pursuant to Section 2.3 of the Plan satisfies the
     requirements of Section 1129(a)(9)(C) of the Bankruptcy
     Code;

(J) Section 1129(a)(10) of the Bankruptcy Code provides that at
     least one impaired class of claims or interests must accept
     the Plan, without including the acceptance of the Plan by
     any insider.  At least one impaired class of creditors has
     accepted Laidlaw's Plan.

(K) Section 1129(a)(11) of the Bankruptcy Code requires the
     Bankruptcy Court to find that the plan is feasible as a
     condition precedent to confirmation.  The Debtors have
     provided detailed financial projections to creditors in
     their Disclosure Statement.  Those projections demonstrate
     that, reorganized and deleveraged, Laidlaw will be on solid
     financial ground and there will be no need for further
     financial restructuring.

(L) All fees payable under Section 1930 of the Judiciary
     Procedures Code, as determined by the Bankruptcy Court on
     the Confirmation Date, have been paid or will be paid
     pursuant to Section 13.7 of the Plan on the Effective Date,
     thus satisfying the requirements of Section 1129(a)(12) of
     the Bankruptcy Code; and

(M) Section 1129(a)(13) of the Bankruptcy Code sets forth
     certain provisions for continuation of the payment of
     health, welfare and retiree benefits post-confirmation.
     Laidlaw's Plan continues all of those kinds of benefit
     programs.

Judge Kaplan found that the Plan satisfies these requirements.
Accordingly, the Court confirmed Laidlaw's Third Amended Plan of
Reorganization on February 27, 2003.  The Company anticipates
that the Plan will take effect in mid-April.

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: Brings-In George Lang & Associates as Accountants
--------------------------------------------------------------
Leatherland Corp., d/b/a Leather Limited, asks for approval from
the U.S. Bankruptcy Court for the Northern District of Ohio to
employ George Lang & Associates, CPAs, as its accountant.

The Debtor tells the Court that in order to manage its affairs
and to perform its duties as a debtor in possession, it needs
the services of an accountant to:

   a) assist the Debtor in the review of the Debtor's financial
      records, and to assist in the review and analysis of any
      and all avoidance and recovery actions;

   b) assist the Debtor in the preparation and filing of any and
      all necessary tax returns and reports;

   c) provide other accounting services, including preparing
      financial statements and assisting the Debtor with any
      audit requests, as may be required by the Debtor from time
      to time.

The Debtor believes that George Lang & Associates has the
appropriate accounting skills and personnel needed to perform
the accounting services this estate requires. Moreover, the
Debtor has determined that George Lang & Associates is a
disinterested person within the meaning of Section 101(14) and
Bankruptcy Rule 2014.

George Lang & Associates' normal hourly billing rates are:

           George Lang      CPA                  $135 per hour
           Amy Kelly        CPA                  $95 per hour
           Myra P. Pomili                        $85 per hour
           Susan Lang,      Comm. Specialist     $75 per hour
           Susan Beaver,    Processor            $45 per hour

Leatherland Corp., is in the business of retail store of leather
goods. The Company filed for chapter 11 protection on February
25, 2003 (Bankr. N.D. Oh. Case No. 03-31195).  Patricia B Fugee,
Esq., at Roetzel & Andress represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $18,525,306 in total assets and
$12,606,482 in total debts.


MERRILL LYNCH: S&P Keeps Watch on Four Low-B Note Class Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on five
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-through certificates series 1998-C2 on CreditWatch with
negative implications.

The CreditWatch placements are due to concerns regarding the
specially serviced loans, which total $53.4 million in the
aggregate, or 5.7% of the loan pool. Appraisal reductions
totaling $18.1 million have been taken against some of the
specially serviced loans. The related appraisal reduction
subordinated entitlement reduction, combined with recurring
special servicing fees, has resulted in interest shortfalls on
classes H and J. The accumulated shortfalls through the Feb. 18,
2003 distribution period total $4,583 and $45,904, respectively.

Standard & Poor's will resolve the CreditWatch once a formal
review of the transaction has been completed.

             RATINGS PLACED ON CREDITWATCH NEGATIVE

                Merrill Lynch Mortgage Investors
         Commercial mortgage pass-thru certs series 1998-C2

                        Rating
       Class   To                  From        Credit Support
       -----   --                  ----        --------------
       D       BBB/Watch Neg       BBB            14.06%
       E       BBB-/Watch Neg      BBB-           12.34%
       F       BB/Watch Neg        BB              6.00%
       G       BB-/Watch Neg       BB-             5.43%
       H       B/Watch Neg         B               3.13%
       J       B-/Watch Neg        B-              2.55%


METRIS COS.: Fitch Junks Senior & Credit Facility Ratings at CCC
----------------------------------------------------------------
Fitch Ratings has lowered the senior and bank credit facility
ratings of Metris Companies Inc. to 'CCC' from 'B-'. In
addition, the long-term deposit rating of Direct Merchants
Credit Card Bank, N.A. has been lowered to 'B' from 'B+'. The
short-term deposit rating remains at 'B'. The ratings have been
removed from Rating Watch Negative where they were placed on
Dec. 20, 2002. The Rating Outlook is Negative for Metris and
DMCCB. Approximately $350 million of holding company debt is
affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary
securitization vehicle. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, eroding the cushion that once existed. Under the
company's current bank credit agreement, Metris must maintain
minimum excess spread in the MMT. Moreover, if trust level
excess spread becomes negative, on a three month rolling
average, an early amortization of the MMT would occur. If an
early amortization of the trust were to take place, Fitch does
not believe that Metris would have sufficient liquidity to
withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to
address earnings and asset quality concerns in a difficult
economic and capital markets environment. In addition, federal
bank regulators have imposed more stringent requirements on
credit card lending, namely higher capital and reserves for
subprime loans along with greater scrutiny of fee and finance
charges. While Metris has complied with these regulatory
changes, Fitch believes that these actions have negatively
impacted the economics of Metris' credit card business.

The rating differential between Metris and DMCCB, however,
reflects the relatively better liquidity position of the bank
versus the holding company. The bank is strongly capitalized
with a comparatively small amount of uninsured deposits,
approximately $29 million at Sept. 30, 2002. Although the bank
continues to be subject to a formal written agreement with the
Office of the Comptroller of the Currency, Fitch believes that
DMCCB has satisfactorily addressed regulatory concerns raised in
the agreement.

    Ratings lowered and removed from Rating Watch Negative:

       Metris Companies Inc.

          -- Bank credit facility to 'CCC' from 'B-';

          -- Senior debt to 'CCC' from 'B-'.

       Direct Merchants Credit Card Bank N.A.

          -- Long-term deposits to 'B' from 'B+'.

    Ratings affirmed:

       Direct Merchants Credit Card Bank N.A.

          -- Short-term deposits 'B'.


METRIS COS.: Won't Pay Dividend Due to Credit Pact Restrictions
---------------------------------------------------------------
Metris Companies Inc., (NYSE:MXT) announced that the dividend
announced February 27, 2003, of $.01 per share payable March 31,
2003, will not be paid. The Company determined that the dividend
could not be paid under the terms of its credit agreement which
prohibits the payment of dividends following a year in which a
loss was incurred.

Metris Companies Inc., (NYSE:MXT) is one of the nation's leading
providers of financial products and services. The Company issues
credit cards through its wholly owned subsidiary, Direct
Merchants Credit Card Bank, N.A. Through its enhancement
services division, Metris also offers consumers a comprehensive
array of value-added products, including credit protection and
insurance, extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor
http://www.directmerchantsbank.com

As reported in Troubled Company Reporter's January 31, 2003
edition, Standard & Poor's placed its ratings on Metris
Companies Inc., including the company's 'B' long-term
counterparty credit and senior unsecured debt ratings and its
'CCC+' subordinated debt rating-on CreditWatch with negative
implications.

The CreditWatch listing follows the Minnetonka, Minn.-based
credit card company's announcement that it is reporting a loss
of $48.5 million for fourth-quarter 2002.

With this loss and charge-offs continuing to run at elevated
levels, Standard & Poor's is concerned that funding for the
company may become increasingly limited. The company's funding
alternatives are already under pressure as management continues
to shrink deposits in its bank subsidiary and the ratings of
many of its ABS have been downgraded.


MITEC TELECOM: Further Downsizes Global Manufacturing Operations
----------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider
of wireless network products for the telecommunications
industry, is closing its manufacturing facility in Lostwithiel
U.K. as part of its ongoing corporate strategy to re-structure
and streamline its global operations. Mitec also announced that
most of the products manufactured at Lostwithiel will now be
supplied out of its state-of-the-art Montreal facility.
Approximately 35 employees will be affected by this plant
closing.

"We will now concentrate our U.K. operations in Dunstable, which
will become our system sales and support center for European
customers, as well as the center of excellence in key
technologies," said Rajiv Pancholy, Mitec's President and CEO.
"We expect that the plant closing will result in an increase in
profitability as we consolidate our Satcom manufacturing in one
location."

Mitec Telecom is a leading designer and provider of wireless
network products for the telecommunications industry. The
Company sells its products worldwide to network providers for
incorporation into high-performing wireless networks used in
voice and data/Internet communications. Additionally, the
Company provides value-added services from design to final
assembly and maintains test facilities covering a range from DC
to 60 GHz. Headquartered in Montreal, Canada, the Company also
operates facilities in the United States, Sweden, the United
Kingdom, China and Thailand.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://www.mitectelecom.com.

The company's working capital deficit tops C$7 million at
October 31, 2002.


MSU DEVICES: Files for Chapter 11 Reorganization in N.D. Texas
--------------------------------------------------------------
MSU Devices Inc. (OTCBB:MUCP), has filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Northern District Of Texas, Dallas Division. The
Chapter 11 process will facilitate MSU Devices' restructuring
which is designed to restore the company to long-term financial
health while operating in the normal course of business.

MSU Devices said that during its Chapter 11 case, it would seek
to maintain its ability to continue its operations. Chapter 11
permits a company to continue operations in the normal course
while it develops a plan of reorganization to address its
existing debt, capital and cost structures. MSU Devices reported
that in conjunction with its filing, it is in the process of
arranging commitments for $450,000 in debtor-in-possession (DIP)
financing. The DIP financing, if approved, will provide adequate
liquidity to meet the anticipated needs of MSU Devices to
continue normal operations throughout the Chapter 11 process.

Robert L. George, president and chief executive officer of MSU
Devices, said, "The Company has been working under extremely
difficult conditions and this Chapter 11 filing will allow the
company an opportunity to put its financial house in order. MSU
Devices intends to file a plan of reorganization with the court
at a later date." He went on to say, "The Chapter 11 process is
the best means to facilitate necessary changes in the company's
operations and will allow the company access to new capital
through DIP financing not otherwise available."

MSU Devices' legal counsel is Hance, Scarborough, Wright,
Ginsberg & Brusilow, L.L.P., Dallas.

MSU Devices designs, markets and sells affordable Windows CE-
based devices that allow customers to access the Internet via
narrowband or broadband networks. In addition, the Company is in
the process of entering the software development business by
undertaking work-for-hire contracts for software development for
third-party hardware and software companies. The Company has
already been developing software for Windows CE for customers
purchasing the MSU V5 including applications such as a complete
terminal-based SmartCard application for a customer in Italy.
For more information, visit MSU Devices Inc., at
http://www.msudevices.com


NAT'L CENTURY: HHA & HBHS Intends to Participate in Proceedings
---------------------------------------------------------------
Highland Hospital Association and Highland Behavioral Health
Services, Inc., notify the Court that they intend to participate
in any proceedings to determine the extent of the National
Century Financial Enterprises, Inc., and its debtor-affiliates'
ownership and property interest in accounts receivable generated
by the operations of the various parties.

Leon Friedberg, Esq., at Carlile, Patchen & Murphy, in Columbus,
Ohio, relates that HHA is a West Virginia non-profit
organization, which owns and operates an 80-bed freestanding
psychiatric hospitals in the State of West Virginia and is one
of the major providers of inpatient and adolescent services to
Medicaid beneficiaries in the State of West Virginia.  On the
other hand, HBHS is a West Virginia non-profit medical
corporation that provides psychological, psychiatric, behavioral
health and related services in Boone, Clay, Kanawha, and Putnam
Counties, West Virginia.  HBHS provides forensic services in the
State of West Virginia and is one of the only two groups that
provides a full range of criminal forensic evaluations in the
State of West Virginia.

A substantial amount of the services provided by HHA and HBHS
are to Medicare, Medicaid, state-funded, and charity cure
patients who are under-served in the State of West Virginia.
Among the principal operating assets of HHA and HBHS is its
accounts receivables, the payments due for goods and services
provided to patients.  This is typically from third party payors
like the insurance and other benefits.

On September 12, 2002, Mr. Friedberg tells Judge Calhoun that
HHA and HBHS executed a Sale and Subservicing Agreement with NPF
VI, Inc. and NPFS.  Among the purposes of the agreement was to
provide predictable and more lump-sum financing to HHA and HBHS
by the pledging or "selling" of certain of its accounts
receivables to NPF VI.  The difference in the value of the
receivables was retained by NPF VI as payment for the funding
and for various fees and other debts.

In addition, NPFS, as servicer, was to provide certain services
to HHA in the collection and processing of HHA and HBHS'
accounts receivables and payments from third party payors, not
only for the sold accounts receivable but also for HHA and HBHS
accounts receivable that were not subject to the sale agreement,
all for fee.

Mr. Friedberg recounts that NPF VI and NPFS were components of
the health care financing business of the debtor National
Century Financial Enterprises, Inc. and its affiliated entities.
That business involved the financing of health care providers
through the "purchase" and servicing of accounts receivables by
specific purpose entities created by NCFE.  Of the significant
aspects of the NPF VI structure was the use of a lockbox
procedure, whereby the client, like HHA, would instruct its
accounts receivables payors to make payments to a single payee's
lockbox account. However, Mr. Friedberg notes, in the case of
HHA and HBHS' financing arrangement, no lockbox arrangement was
ever established due to the withdrawal of participation by the
intended lockbox bank.

During the brief period from the inception of the financing
agreements to the Petition Date, NPF VI and NPFS were in
material breach of the agreements with HHA and HBHS, Mr.
Friedberg reports.  This material breach caused substantial harm
to HHA and HBHS' cash flow, financial condition, ability to pay
its bills in a timely manner, and to sustain its ongoing
operations.

The issues to be litigated between the parties are:

     -- the nature and extent of the treatment, for bankruptcy
        procedures, of NPF VI and NPFS estates in the HHA and
        HBHS accounts receivables, like whether the transactions
        are to be treated as true sales or financing
        arrangements;

     -- the nature and extent of the claimed interests of third-
        parties in the HHA and HBHS accounts receivables, and

     -- the postpetition nature of the parties' claimed interests
        in the HHA and HBHS accounts receivables or other rights
        under agreement.

Mr. Friedberg maintains that the agreement was a financing
agreement, which was breached prepetition by the Debtors, and
which is not subject to assumption. (National Century Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NEW HORIZONS WORLDWIDE: Completes $14MM Term Loan Refinancing
-------------------------------------------------------------
New Horizons Worldwide, Inc., (Nasdaq: NEWH) has completed a
refinancing of its $14.1 million term loan that had been held by
a consortium of lenders, led by Wells Fargo Bank, N.A. Of this
amount, the company repaid $3.5 million from available cash, and
the remaining amount was replaced with a new term loan of $10.6
million from Wells Fargo.

The bank also assumed the amount outstanding under the company's
revolving line of credit of $300,000 and responsibility for
outstanding letters of credit.

The new credit facility, which expires on February 15, 2005 and
required payment of a fee of $46,000, has the following terms
and conditions:

(1) a $10,639,000 term loan with quarterly principal payments of
     $750,000 commencing March 31, 2003;

(2) a revolving line of credit of $1,500,000;

(3) an interest rate of either prime plus 1.5% or LIBOR plus
     3.75%, at the company's option, with a potential reduction
     to prime plus 0% or LIBOR plus 2.25% should the company
     achieve a rolling four-quarter EBITDA in excess of $11.2
     million;

(4) a requirement to meet various financial covenants, including
     minimum quarterly EBITDA, maximum leverage ratio, minimum
     debt service coverage ratio, maximum capital expenditures,
     and minimum quarterly cash level; and

(5) a prohibition from engaging in any acquisitions without the
     consent of Wells Fargo.

"This financing provides us with a stable capital structure, at
attractive terms," said Robert S. McMillan, the company's chief
financial officer. "By resolving our previously disclosed
covenant violations, this agreement provides the financial
foundation to move ahead with our plans to restore profitable
growth."

New Horizons Computer Learning Centers, a subsidiary of New
Horizons Worldwide, Inc., was named the world's largest IT
training company by IDC in 2002. Through its Integrated Learning
offering, New Horizons provides customer-focused computer
training choices with a wide variety of tools and resources that
reinforce the learning experience. With more than 265 centers in
51 countries, New Horizons sets the pace for innovative training
programs that meet the changing needs of the industry. Featuring
the largest sales force in the IT training industry, New
Horizons has over 2,000 account executives, 2,400 instructors
and over 2,000 classrooms. For more information, visit
http://www.newhorizons.com


NOMURA CBO: Fitch Ratchets Several 1997-1 & 1997-2 Note Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings on two classes of notes
issued by Nomura CBO 1997-1 Ltd., three classes of notes issued
by Nomura CBO 1997-2 Ltd. and affirmed the ratings on one class
of notes issued by Nomura 1997-2, Ltd. These two transactions
are both collateralized bond obligations backed predominantly by
high yield bonds. The current ratings are as follows:

                   Nomura CBO 1997-1 Ltd.

       -- $291,500,000 class A-2 notes to 'BB-' from 'BB+';

       -- $45,000,000 class B notes to 'CCC-' from 'B-'.

                   Nomura CBO 1997-2 Ltd.

       -- $58,000,000 class A-1 notes affirmed at 'AAA';

       -- $150,000,000 class A-2 notes to 'AA-' from 'AAA';

       -- $105,300,000 class A-3 notes to 'CC' from 'B';

       -- $36,300,000 class B notes to 'C' from 'CC'.

These rating actions are the result of increased levels of
defaults and deteriorating credit quality of the underlying
collateral assets, and reflect that Nomura Capital Research and
Asset Management, the collateral manager, is currently
restricted from trading assets from either portfolio. Fitch
believes the current quality of these transactions' portfolio of
assets is inconsistent with the formerly assigned ratings of
Nomura CBO 1997-1 class A-2 and B notes and class A-2, A-3, and
B notes of Nomura CBO 1997-2. In reaching the rating action,
Fitch spoke with the collateral manager regarding their
expectations and opinions of the portfolio, in addition to
analyzing and evaluating the results of cash flow model runs
after applying several different stress scenarios.

As stated in the Nomura CBO 1997-1 Ltd. January 2003 trustee
report, the notional amount of collateral is $334.7 million, and
includes 28 defaulted assets having a par value of $59.29
million. The deal also contains 24.6% assets rated 'CCC+' or
below, excluding defaults. Nomura CBO 1997-1 Ltd. is currently
failing each of its overcollateralization (OC) tests. The
current class A OC ratio is 110.61%, while having a trigger of
130%, the current class B OC ratio is 95.08%, while having a
trigger of 111%.

According to the Nomura CBO 1997-2 Ltd. January 2003 trustee
report, the notional amount of collateral is $333.5 million, and
includes 36 defaulted assets having a par value of $64.16
million. The deal also contains 33.3% assets rated 'CCC+' or
below, excluding defaults. Nomura CBO 1997-2 Ltd. is currently
failing each of its overcollateralization (OC) tests. The
current class A OC ratio is 101.44%, while having a trigger of
126%, the current class B OC ratio is 89.30%, while having a
trigger of 107%.


NORTEL NETWORKS: Will Pay Preferred Share Dividends on April 14
---------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class
A Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding
Non-cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G), the amount of which for each series will be
calculated by multiplying (a) the average prime rate of Royal
Bank of Canada and Toronto-Dominion Bank during March 2003 by
(b) the applicable percentage for the dividend payable for such
series for February 2003 as adjusted up or down by a maximum of
4 percentage points (subject to a maximum applicable percentage
of 100 percent) based on the weighted average trading price of
the shares of such series during March 2003, in each case as
determined in accordance with the terms and conditions of such
series. The dividend on each series is payable on April 14, 2003
to shareholders of record of such series at the close of
business on March 31, 2003.

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

DebtTraders reports that Nortel Networks Corp.'s 7.400% bonds
due 2006 (NT06CAR2) are trading 89 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


NORTHWEST PIPELINE: Caps Senior Notes Offering Price
----------------------------------------------------
Northwest Pipeline Corporation, a subsidiary of The Williams
Companies, Inc. (NYSE: WMB), has priced its previously announced
offering of senior notes due 2010.

The size of the offering was increased to $175 million from the
previously announced $150 million.

The notes, scheduled to be delivered on March 4, were priced at
par to yield 8.125 percent.

Northwest intends to use the proceeds for general corporate
purposes, including the funding of capital expenditures.

The notes being sold to certain institutional investors have not
been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

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

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


NUTRITIONAL SOURCING: Unsec. Committee Hires Stroock as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Nutritional
Sourcing Corporation sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to retain and
employ Stroock & Stroock & Lavan LLP as its Counsel.

The Committee expects Stroock & Stroock to:

   a) assist, advise and represent the Committee with respect to
      the administration of the Chapter 11 Case, as well as
      issues arising from or impacting the Debtor, the Committee
      or the Chapter 11 Case;

   b) provide all necessary legal advice with respect to the
      Committee's powers and duties;

   c) assist the Committee in maximizing the value of the
      Debtor's assets for the benefit of all creditors;

   d) pursue confirmation of a plan of reorganization with
      respect to the Debtor;

   e) investigate, as the Committee deems appropriate, among
      other things, the assets, liabilities, financial condition
      and operations of the Debtor;

   f) commence and prosecute necessary and appropriate actions
      and/or proceedings on behalf of the Committee that may be
      relevant to the Chapter 11 Case;

   g) review, analyze or prepare, on behalf of the committee, all
      necessary applications, motions, answers, orders, reports,
      schedules and other legal papers;

   h) communicate with the Committee's constituents and others as
      the Committee may consider desirable in furtherance of its
      responsibilities;

   i) appear in court to represent the interests of the
      Committee;

   j) confer with professional advisors retained by the Committee
      so as to properly advise the Committee; and

   k) perform all other legal services for the Committee that are
      appropriate and necessary in the Chapter 11 Case.

Stroock will seek compensation from the Debtor's estate for
services rendered to the Committee at its customary hourly
rates:

           Partners                       $450 to $750 per hour
           Associates/Special Counsel     $185 to $550 per hour
           Legal Assistants/Aides         $ 65 to $210 per hour

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


OGLEBAY NORTON: Annual Shareholders' Meeting Slated for April 30
----------------------------------------------------------------
The Annual Meeting of Shareholders of Oglebay Norton Company
will be held at The Forum Conference and Education Center, 1375
East Ninth Street, Cleveland, Ohio, on Wednesday, April 30,
2003, at 10:00 a.m., Cleveland, Ohio time. At the Annual
Meeting, Shareholders will be asked to:

       i. elect nine Directors for a one year term expiring in
          2004;

      ii. consider a proposal to amend and restate Oglebay
          Norton's Code of Regulations; and

     iii. transact any other business that may properly come
          before the Annual Meeting.

The Board of Directors fixed the close of business on March 12,
2003 as the record date for determining the
shareholders entitled to notice of and to vote at the Annual
Meeting, or at any postponement or adjournment of the Annual
Meeting.

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

Oglebay Norton Co.'s 10.000% bonds due 2009 (OGLE09USR1),
DebtTraders reports, are trading 58 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OGLE09USR1
for real-time bond pricing.


OTTAWA SENATORS: PwC Now Accepting Purchase Offers
--------------------------------------------------
PricewaterhouseCoopers Inc., the court-appointed Monitor of the
Ottawa Senators Hockey Club Corporation, announced today that it
will proceed to solicit offers for the purchase of the Ottawa
Senators in accordance with its court- mandated role.

On February 10, 2003, the Monitor announced that after extensive
discussions with the key stakeholders, it had consented to a
conditional agreement for purchase of the Team as presented by
Mr. Rod Bryden. The agreement provided the purchaser with a
period of exclusivity and contained a number of specific
milestone dates. As a result of various defaults and
noncompliance with certain milestones, the Monitor has
terminated the agreement and will now proceed with the marketing
process to solicit interest in the Team from other parties.
Mr. Bryden is not precluded from submitting a bid in this
process.

There will be no final determination as to the sale of the Team
without the approval of the Court. Prior to seeking Court
approval of any sale, the Monitor hopes to achieve consensus
among the key stakeholders in support of the most favourable
offer.

PricewaterhouseCoopers Inc., was appointed monitor of OSHCC on
January 9, 2003 in court proceedings commenced by OSHCC for a
restructuring of its affairs and protection from its creditors.
Among its duties, it is responsible for the sale of OSHCC's
assets and overseeing the sale process.


PACIFIC GAS: Confirmation Hearing to Continue Early Next Month
--------------------------------------------------------------
The U.S. Bankruptcy Court announced an updated trial schedule
for the confirmation hearings on Pacific Gas and Electric
Company's plan of reorganization.

The update reschedules the next confirmation hearing for early
April -- the expectation is the trial will resume on Tuesday,
April 8. During the interim period, parties will have an
opportunity to conduct discovery as it relates to PG&E's recent
plan modifications.

PG&E recently made modifications to its reorganization plan to
strengthen the plan and enhance its financial feasibility. Last
week, Standard & Poor's completed a rating evaluation that
indicated investment grade status for all the elements of PG&E's
reorganization plan -- the securities and the companies.

Pacific Gas and Electric Company issued the following statement
after Thursday's status conference:

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

      "PG&E will continue to demonstrate why its reorganization
plan and the recent modifications will result in investment
grade ratings for all the securities used to pay creditors and
the four resulting companies. The company believes investment
grade status is necessary to efficiently procure energy for
customers and invest billions of dollars in new infrastructure.
"The Bankruptcy Court established the new timeframe to guarantee
all parties the opportunity to conduct full discovery. PG&E
shared this goal, but thought it could be done in a shorter
period of time.

      "PG&E continues to believe it has developed the only
financially feasible solution that allows the utility to emerge
from Chapter 11 as an investment grade company and provides for
continued environmental and regulatory protections. The
company's plan achieves these objectives without asking the
Bankruptcy Court to raise rates or the State for a bailout."


PAXSON COMMS: Selling KAPX-TV Station to Telefutura for $20 Mil.
----------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) announced that,
Telefutura Television Group, Inc., a wholly-owned subsidiary of
Spanish-language giant Univision Communications Inc. (NYSE:UVN),
has agreed to acquire Paxson's television station KAPX-TV,
serving Albuquerque, New Mexico, the nation's 49th largest
market, for a cash purchase price of $20.0 million. The station
sale, subject to regulatory approvals is expected to close by
summer. Paxson plans to replace the coverage in the Albuquerque
market with cable and satellite.

Paxson's Chairman and CEO, Lowell "Bud" Paxson, commented, "We
stated in late fall 2002 that we would raise approximately $100
million through the sale of non-core/non-strategic assets and
with this announced transaction of $20.0 million, we have indeed
met our objective. The completion of the Albuquerque station
sale concludes the $100 million liquidity program that ensures
the company's solid liquidity position."

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 88% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's original series
include, "Sue Thomas: F.B.Eye," starring Deanne Bray, "Doc,"
starring recording artist Billy Ray Cyrus and "Just Cause"
starring Richard Thomas and Lisa Lackey. Other original PAX
series include "It's A Miracle" and "Candid Camera." For more
information, visit PAX TV's Web site at http://www.pax.tv

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its single-'B'-plus corporate credit and other
ratings, on TV station and network owner Paxson Communications
Corp., on CreditWatch with negative implications. The action
follows the West Palm Beach, Florida-based company's lowered
guidance for its 2002 second quarter, which includes relatively
flat revenue and reduced earnings. Paxson has about $858 million
in debt outstanding.


PEGASUS COMMS: Reports Improved Fin'l Results for Q4 & YE 2002
--------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ:PGTV) reported
financial results for the three month and twelve month periods
ended December 31, 2002.

                      Results of Operations

Three Months Ended December 31, 2002

Consolidated net revenues increased $125 thousand to $227.8
million. Consolidated EBITDA increased $10.6 million, or 25%, to
$52.2 million. Consolidated EBITDA as a percentage of
consolidated revenue increased to 22.9% from 18.3%. Consolidated
free cash flow from operations increased $22.3 million to $38.1
million. Consolidated free cash flow from operations is
calculated by reducing consolidated EBITDA by consolidated
capital expenditures and DBS deferred subscriber acquisition
costs. The Company's net loss applicable to common shares
decreased $21.9 million, or 27%, to $60.6 million.

DBS net revenues decreased $2.2 million, or 1%, to $217.3
million. DBS EBITDA increased $6.3 million, or 13%, to $53.9
million. DBS EBITDA as a percentage of DBS revenue increased to
24.8% from 21.7%. DBS total subscriber acquisition costs
decreased $13.2 million, or 35%, to $24.4 million. DBS free cash
flow increased $16.3 million, or 68%, to $40.2 million. DBS free
cash flow is calculated by reducing DBS EBITDA by DBS capital
expenditures and DBS deferred subscriber acquisition costs.

Twelve Months Ended December 31, 2002

Consolidated net revenues increased $29.9 million, or 3%, to
$901.8 million. Consolidated EBITDA increased $126.4 million, or
176%, to $198.3 million. Consolidated EBITDA as a percentage of
consolidated revenue increased to 22.0% from 8.2%. Consolidated
free cash flow from operations increased $121.8 million to
$136.3 million. The Company's net loss applicable to common
shares decreased $143.1 million, or 44%, to $185.1 million.

DBS net revenues increased $26.6 million, or 3%, to $864.9
million. DBS EBITDA increased $119.9 million, or 130%, to $211.9
million. DBS EBITDA as a percentage of DBS revenue increased to
24.5% from 11.0%. DBS total subscriber acquisition costs
decreased $83.9 million, or 45%, to $102.6 million. DBS free
cash flow increased $109.9 million to $152.1 million.

Pegasus Communications Corporation -- http://www.pgtv.com--
provides digital satellite television to rural households
throughout the United States. The Company is the 10th largest
pay television company in the United States. Pegasus also owns
and/or operates television stations affiliated with CBS, FOX,
UPN, and The WB networks.

As reported in Troubled Company Reporter's January 30, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on satellite TV provider Pegasus
Communications Corp., and its related entities, to 'CCC+' from
'B' based on increased concerns about the adequacy of its
liquidity.

In addition, Standard & Poor's removed the rating from
CreditWatch where it was placed on May 16, 2002. The outlook is
negative. Bala Cynwyd, Pennsylvania-based Pegasus had total debt
outstanding of approximately $1.3 billion at September 30, 2002.

"Pegasus continues to consume significant, albeit somewhat
curtailed, capital in subscriber acquisition costs (SAC), and
faces unfavorable trends in subscriber growth and uncertainty
about its longer-term business position and prospects for cash
flow growth," said Standard & Poor's credit analyst Alyse
Michaelson. She added that, "Escalating maturities, an
overburdened debt structure, and limited access to capital
further intensify near-term financial risk."

The ratings on Pegasus reflect its aggressive, debt-financed
DirecTV rural franchise and heavy subscriber acquisition
activity. These factors are responsible for the company's thin
interest coverage, historical discretionary cash flow deficits,
significant capital requirements, and heavy debt load. Pegasus'
risk is tempered by its satellite direct-to-home subscriber
base, the visibility of the DirecTV brand, steps taken to
alleviate the SAC burden and churn, and weaker cable competition
in rural markets.


PETROLEUM GEO: NYSE Suspends Trading for Violating Requirements
---------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (OSE: PGS) has been
informed by the New York Stock Exchange that the American
Depositary Shares of Petroleum Geo-Services ASA and the
Petroleum Geo-Svcs AsaTrust I -- tickers symbol PGO and PGOPRA -
are suspended.

PGS has been in continuous dialogue with the NYSE regarding the
market price of its ADRs since they fell below $1.00. In the
Company's Q3, 2002 Earnings Release PGS informed the market that
it had fallen below the NYSE's continued listing criteria
relating to the minimum share price, and indicated that under
NYSE rules within six months from NYSE notice it would be
required to bring the ADR price and average ADR price above
$1.00 over a 30 day trading period.

The NYSE decision was reached because PGO remains below the
NYSE's minimum security price criterion as PGO's average ADR
price has been less than $1.00 over a consecutive 30- trading -
day period and has recently been trading at abnormally low
levels, closing at $0.31 on February 25, 2003. Additionally, in
view of today's earnings announcement, the Company has now also
fallen below NYSE continued listing standards as the Company's
average global market capitalization over a consecutive 30
trading-day period is less than $50,000,000 and its total
stockholders' equity is less than $50,000,000.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates
on a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com


PG&E CORP: Red Ink Flows in 2002 with Net Loss Topping $874 Mil.
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) reported a total net loss of $874
million, for 2002, compared with total net income of $1,099
million for 2001. The 2002 results primarily reflect substantial
fourth-quarter impairment charges in connection with the planned
sale, transfer or abandonment of various assets in the merchant
power generation segment of its PG&E National Energy Group (PG&E
NEG) business unit.

In addition to actual reported earnings, which are presented in
accordance with generally accepted accounting principles, the
Corporation also presents results on an operations basis,
excluding certain gains and losses. Earnings from operations
without headroom were $864 million for 2002 compared with $1,099
million for 2001. With headroom, earnings from operations were
$1.9 billion for 2002. Earnings from operations primarily
reflected the contribution of $797 million, from Pacific Gas and
Electric Company. PG&E NEG contributed $13 million, and PG&E
Corporation contributed $54 million reflecting consolidated tax
benefits.

The Corporation's annual report on Form 10-K, filed Thursday,
also discloses the earnings impact of accounting for stock
options if the company were to record them as an expense. For
2002, accounting for stock options as an expense would have
reduced earnings by approximately $0.05 per share.

                Pacific Gas and Electric Company

Not including headroom, the Corporation's California utility
business, Pacific Gas and Electric Company, contributed $797
million to earnings from operations for 2002, compared with $914
million for in 2001. Earnings from operations including headroom
were $1,848 million for 2002.

Operational performance at the utility remained strong in 2002,
as the utility continued to deliver safe, reliable electric and
gas service. The utility received high marks from customers
responding to its customer service survey, with more than 90
percent rating their service as good, very good or excellent.
Additional accomplishments for the year included strong safety
performance, with total lost-time incidents that were down 21
percent from 2001 and fewer than any in the last 10 years; a
sustained five-year trend of solid reliability, with outages
down by 20 percent in frequency and duration over that period;
the launch of a new IT system for customer accounts; and
continued excellence in energy efficiency programs, with one-
third of residential customers qualifying for the 20 percent
rebate program, and receipt of the American Council for an
Energy-Efficient Economy's Champion of Energy Efficiency Award.

Moreover, in 2002, the utility operated with the lowest system-
wide average electric rates among the state's three largest
investor-owned utilities.

"Pacific Gas and Electric Company's financial performance and
operational accomplishments in 2002 demonstrate that this
business remains strong and that our team continues to provide a
solid foundation for us to move forward with the utility's
proposed plan of reorganization," said Robert D. Glynn, Jr.,
Chairman, CEO and President of PG&E Corporation.

                   Pg&E National Energy Group

The Corporation's national wholesale energy business, PG&E
National Energy Group, reported earnings from operations of $13
million for 2002, compared with earnings from operations of $209
million for 2001.

Performance on the PG&E NEG's Northwest natural gas pipeline
remained solid for 2002, with approximately 93 percent of its
available capacity committed under long-term contract at the end
of the year. PG&E NEG also began operations on the North Baja
pipeline in 2002. The Interstate Pipeline Operations segment of
the PG&E NEG contributed $0.21 per share for 2002, compared with
$0.21 per share in 2001. PG&E NEG's earnings from operations
included a loss of $0.10 per share from the unit's Integrated
Energy and Marketing and discontinued operations segments,
compared with income of $0.37 per share for 2001.

Although the PG&E NEG's operating performance was solid during
2002, its financial performance was additionally impacted by the
downturn in the wholesale electric power markets resulting in a
loss of $3.4 billion for the year. These losses included the
impairment charges related to the planned sale, transfer, or
abandonment of investments associated with the merchant power
generation operation -- steps we took affirmatively to
restructure that business.

PG&E NEG is continuing efforts to reach agreement with lenders
and debt holders on a global restructuring plan to address
financial obligations the company cannot meet, including amounts
due under credit facilities and equity commitments for various
power plant construction projects.

"Our emphasis remains on reaching a consensual restructuring
agreement with the PG&E NEG's creditors," said Glynn. "We are
fully engaged in that effort, and we continue to believe this is
an achievable, though challenging, goal."

                          Conclusion

"PG&E marked its 150th year in 2002," said Glynn. "During this
time, some things have changed; some have changed a great deal;
and some haven't changed at all. Changed are the number of
customers we serve and the size and scale of our operations.
Changed a great deal is the structure of our industry and its
marketplaces. And not changed at all are the dedication and
commitment of the men and women of PG&E to provide safe,
reliable and responsive delivery of energy and customer service.

"As we look ahead, each of our businesses is on clear,
independent course of action with the objectives of resolving
uncertainty and laying the foundation for our operations to
deliver the financial performance and value shareholders
expect," said Glynn.


PHOTOCHANNEL NETWORKS: Dec. 31 Balance Sheet Upside-Down by $2MM
----------------------------------------------------------------
PhotoChannel Networks Inc. (TSX-Ven: PNI), a global digital
imaging network company, reports the following;

                          Corporate Update

"The recent signings of significant retailers like Blacks and
Giant Eagle showcases how the PhotoChannel Network is becoming
the online imaging product of choice for photo retailers in both
Canada and the United States," stated Peter Scarth, PhotoChannel
CEO. "Management and the entire PhotoChannel team are extremely
committed to building the necessary solutions for the photo
retailer. With the recent launch of some of our new products and
services, we believe the PhotoChannel solution for photo
retailers has more revenue generating features than any other in
the marketplace and will become the standard for the digital
photography industry.

New Products and Services - Over the last few months
PhotoChannel has launched many new products targeted at
increasing revenue opportunities for photofinishing retailers
including the PhotoChannel Print Order Wizard, PhotoChannel
Mobility, PhotoChannel Prepaid card solutions, integration of
the Sony PictureStation, PhotoChannel CD Viewer, PhotoChannel
Calendar builder and the PhotoChannel version of the Microsoft
Windows XP Order Print Wizard. More information on each of these
products and services can be found on the new corporate Web site
located at http://www.photochannel.com

             PhotoChannel Issues Warrants to TELUS

The Company has issued warrants to purchase 2,100,000 common
shares to TELUS Corporation pursuant to the consulting agreement
with TELUS previously announced on August 19, 2001, whereby
TELUS earns warrants based upon services it provides to
PhotoChannel and for business it generates for PhotoChannel. The
warrants are exercisable to acquire shares for a period of two
years at a price of $0.10 per share. The warrants and underlying
shares are subject to a 4-month hold period.

PhotoChannel will issue the warrants under the Consulting
Agreement on a quarterly basis, as the warrants are earned under
the Consulting Agreement. The exercise price of the warrants is
set at the prevailing market price at the time of issue, subject
to a minimum price of $0.10. The maximum number of warrants to
be issued under the Consulting Agreement is 7,600,000.

                      First Quarter Financials

The Company has filed its financial statements for the first
quarter ended December 31, 2002 on SEDAR at http://www.sedar.com
The following summary of the financial highlights for the
quarter should be read in conjunction with the full text of the
financial statements and accompanying quarterly report.

The Company's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $2 million.

The Company recorded a three-month net loss of $861,694 compared
to a gain of $1,278,294 in the same period last year. The gain
at December 31, 2001 was the result of the expense recovery of
$2,746,944, associated with the filing by the Company's US
Subsidiary, PhotoChannel, Inc., under Chapter 7 of the United
States Bankruptcy Code with the United States Bankruptcy Court,
District of Connecticut, on November 1, 2001. Excluding this one
time expense recovery in 2001, the Company's net loss from
operations for the three-months ended December 31, 2002 was
$744,071, as compared to $1,288,399 during the comparable period
in 2001. This 42% reduction was due to a significant reduction
in expenses related to accounting and legal, office, salary and
consulting expenses and general corporate administration.

On October 29, 2002, the Company announced that it plans to
offer up to an additional 750 units in the PhotoChannel Networks
Limited Partnership. The Company issued 115 units for
consideration of $115,000, prior to December 31, 2002, in
connection with this offering. On November 14, 2002, the Company
announced that it had engaged Yorkton Securities (now First
Associates) to complete a financing of up to $2,000,000.


PRIME GROUP: Barnes & Thornburg Executes Sublease Amendment
-----------------------------------------------------------
Prime Group Realty Trust (NYSE: PGE) announced that Barnes &
Thornburg, an Indianapolis-based law firm, has executed a
sublease amendment for an additional 10,028 square feet at One
North Wacker Drive. Barnes & Thornburg will now occupy 65,522
square feet at One North Wacker Drive. The commencement date is
June 1, 2003. "As illustrated by our recent leasing activity, we
continue to mitigate the Citadel Investment Group, L.L.C. lease
assumption liability," stated Jeffrey A. Patterson, Co-President
and Chief Investment Officer. Citadel is scheduled to take
occupancy of 274,000 square feet at Bank One Corporate Center
(formerly Dearborn Center) in April, 2003.

Prime Group Realty Trust is a fully-integrated,
self-administered, and self-managed real estate investment trust
(REIT) that owns, manages, leases, develops, and redevelops
office and industrial real estate, primarily in metropolitan
Chicago. The Company owns 15 office properties, including the
recently completed Bank One Corporate Center development in
downtown Chicago, containing an aggregate of 7.8 million net
rentable square feet and 30 industrial properties containing an
aggregate of 3.9 million net rentable square feet. In addition,
the Company owns 202.1 acres of developable land and joint
venture interests in two office properties containing an
aggregate of 1.3 million net rentable square feet.

As reported in Troubled Company Reporter's February 10, 2003
edition, Prime Group Realty Trust's Board of Trustees, after
evaluating the proposal with its financial advisors, determined
that it was not interested in pursuing the previously announced
recapitalization proposal presented to the Company by Northland
Capital Partners, L.P., Northland Capital Investors, LLC, NCP,
LLC and Northland Investment Corporation.

The Board instead decided that it would continue to pursue the
Company's other strategic alternatives at this time, including
but not limited to, a sale, merger or other business combination
involving the entire Company. The senior management of the
Company then informed Northland of the Board's determination
after which Northland sent a letter to the Company stating that
it was terminating all discussions and negotiations relating to
a possible negotiated transaction.

Last year, the Company faced the risk of involuntary bankruptcy
due to the potential redemption of $40 million of PGE's
Preferred A shares.


REALTY INCOME: Moody's Raises Preferred & Unsecured Ratings
-----------------------------------------------------------
Realty Income Corp. (Realty Income), The Monthly Dividend
Company(R) (NYSE:O), announced that Moody's Investors Service
upgraded the company's senior unsecured debt rating to Baa2 from
Baa3 and its preferred stock ratings to Baa3 from Ba1, with a
stable outlook.

Realty Income's Chief Executive Officer, Tom A. Lewis, stated,
"We are very pleased with Moody's rating action, and believe the
upgrade reflects the Company's solid financial position, the
increased diversification of our portfolio of retail properties
and the consistent growth of the Company in recent years."

Moody's Investors Service issued the following press release on
Feb. 26, 2003:

      "Moody's Investors Service has upgraded the ratings of
Realty Income Corporation (NYSE: O) (senior debt to Baa2,
preferred stock to Baa3) with a stable outlook. According to
Moody's, this rating change reflects the REIT's success in
increasing its asset base and revenues, sound fixed charge
coverage, lack of encumbered assets, consistent performance
track record, focus on free-standing single-tenant triple net
lease retail property transactions, and reduction in its
industry and tenant concentration. The stable rating outlook
reflects Moody's belief that the REIT will maintain a
conservative capital structure of low leverage with unencumbered
assets, consistent operating performance, a staggered lease
structure and laddered debt maturity schedule.

      "Realty Income maintains a conservative balance sheet
(total debt and preferred stock is only 33% of gross assets) and
solid fixed charge coverage (3.9x including interest and
preferred dividends). Realty Income's occupancy rate has not
been below 97.5% since 1969, and its current portfolio occupancy
rate remains high at 97.7%, with an average remaining lease term
of 10.9 years. At the same time, the REIT has significantly
increased its asset base and revenues in recent years. At year-
end 2002, Realty Income owned 1,197 properties that generated
revenues of $141 million compared to 740 properties generating
revenues of $57 million in 1996 when it was first rated.

      "Moody's notes that Realty Income has made significant
progress in reducing its industry and tenant concentrations.
Today, the REIT's top three industries account for 42.4% of
annual revenues, which consists of childcare (19.5%),
restaurants (12.6%), and convenience stores (10.3%). In 1996,
its top three industries accounted for 76.9% of total revenues,
with childcare (42.0%), restaurants (24.4%) and automotive parts
(10.5%) dominating the mix. Its ten largest tenants account for
46.4% of annual rent, compared to 76.7% in 1995. Realty Income
has successfully reduced its tenant exposure -- at year-end 2002
only two tenants accounted for over 5% of annualized rent --
Children's World (9.9%) and La Petite Academy (8.4%) -- compared
to five tenants in 1995.

      "Moody's stated that the REIT has displayed good access to
capital markets. Since May 2001 it has raised over $200 million
from four equity issuances. Realty Income has a well-laddered
debt maturity schedule, with no long term maturities until 2007,
other than its recently renegotiated line of credit, which
matures in October 2005.

      "These positive factors are offset by the REIT's exposure
to non-credited tenants, modest size, the single-purpose nature
of its portfolio, and tenant and industry concentration. Realty
Income provides capital primarily to middle-market retail chain
store operators by acquiring and leasing back their retail sites
on a triple-net basis. The two largest segments consist of
childcare facilities, which represent approximately 20% of
Realty Income's annual rental revenue, and restaurant
industries, which account for 13%. Although this concentration
has consistently diminished over time, Moody's expects further
decreases in this concentration, and would deem a more
concentrated portfolio as a distinct negative.

      "Further rating upgrades will be challenging, and would
reflect a maintenance of the REIT's sound balance sheet and
coverages, combined with much enhanced industry leadership and
diversity.

      "The following ratings were upgraded for Realty Income
Corporation

        -- Senior unsecured debt to Baa2, from Baa3;

        -- senior unsecured debt shelf to (P)Baa2, from (P)Baa3;

        -- preferred stock to Baa3, from Ba1;

        -- preferred stock shelf to (P)Baa3, from (P)Ba1; and

        -- subordinate debt shelf to (P)Baa3, from (P)Ba1."

Realty Income is The Monthly Dividend Company(R), a New York
Stock Exchange real estate company dedicated to providing
shareholders with dependable monthly income. To date the company
has paid 391 consecutive monthly dividend payments throughout
its 33-year operating history. The monthly income is supported
by the cash flow from approximately 1,200 retail properties
owned under long-term lease agreements with leading regional and
national retail chains. The company is an active buyer of net-
leased retail properties nationwide.


RESIDENTIAL ACCREDIT: Fitch Rates 2 Note Classes at Low-B Levels
----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., $203.4 million
mortgage pass-through certificates, series 2003-QS3 classes A-1
through A-8, A-P, A-V, R-I and R-II certificates 'AAA'. In
addition, class M-1 ($3.1 million) is rated 'AA', class M-2
($0.4 million) is rated 'A', class M-3 ($0.6 million) is rated
'BBB', the privately offered class B-1 ($0.3 million) is rated
'BB' and the privately offered class B-2 ($0.2 million) is rated
'B'.

The 'AAA' ratings on senior certificates reflect the 2.40%
subordination provided by the 1.50% class M-1, the 0.20% class
M-2, the 0.30% class M-3, the 0.15% privately offered class B-1,
the 0.10% privately offered class B-2, and the 0.15% privately
offered class B-3 (which is not rated by Fitch). Fitch believes
the above credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special
hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Residential Funding Corp.'s
servicing capabilities (rated 'RMS1' by Fitch) as master
servicer.

As of the cut-off date, Feb. 1, 2003 the mortgage pool consists
of 1,273 conventional, fully amortizing, 15-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$208,409,571. The mortgage pool has a weighted average original
loan-to-value ratio of 64.30%. Approximately 58.37% and 2.64% of
the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively. Loans originated under a
reduced loan documentation program account for approximately
65.17% of the pool, equity refinance loans account for 49.08%,
and second homes account for 2.04%. The average loan balance of
the loans in the pool is $163,715. The three states that
represent the largest portion of the loans in the pool are
California (31.41%), Texas (9.32%), and Florida (6.18%).
Approximately 1.9% of the mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act (GFLA), effective as
of October 2002.

All of the mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 38.1% of the mortgage loans, which
were purchased by the depositor through its affiliate,
Residential Funding, from HomeComings Financial Network, Inc., a
wholly owned subsidiary of the master servicer. No other
unaffiliated seller sold more than approximately 13.6% of the
mortgage loans to Residential Funding. Approximately 85.4% of
the mortgage loans are being subserviced by HomeComings
Financial Network, Inc. (rated 'RPS1' by Fitch).

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.
RALI, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
two real estate mortgage investment conduits (REMICS).


RITE AID: Cerberus Advised to Pass on any Investment Last Year
--------------------------------------------------------------
Cerberus Capital Management asked turnaround manager Daniel F.
Crowley (currently serving as CEO for Coram Healthcare Corp.) to
review Rite Aid Corp. as a potential investment from a health
care perspective just over a year ago.  Making a significant
investment in Rite Aid's unsecured debt, Mr. Crowley told
Cerberus, "would require a leap of faith."  Mr. Crowley
concluded that "RAD's equity has very little 'real' value," and
cautioned Cerberus to "not take any comfort" in the $1.4 billion
of shareholder equity shown on the Rite Aid balance sheet he was
looking at.  Since that time, shareholder equity on Rite Aid's
balance sheet has dwindled to negative $105 million as of
November 30, 2002.

Copies of Mr. Crowley's correspondence with Cerberus sharing his
thoughts and analysis are available at no charge at:

      http://bankrupt.com/misc/riteaid.pdf

The documents became public when they were filed in Coram's
chapter 11 proceeding (Bankr. D. Del. Case No. 00-03299) as
Exhibits 11 and 16 to an Objection (Doc. 2218) interposed by
Coram's Equity Committee decrying the Chapter 11 Trustee's
Motion to continue Mr. Crowley's employment as Coram's CEO.
In Coram's chapter 11 cases, the Sam Zell-led Equity Committee,
represented by Richard F. Levy, Esq., at Jenner & Block, LLC, in
Chicago, continues its widely publicized "Crowley must go!"
campaign and two-year attempt to take control of Coram's
destiny.  The Equity Committee used the documents to demonstrate
to Judge Walrath that Mr. Croyley's lied to the Court and the
Trustee when he says he hasn't been working for Cerberus this
past year.  Cerberus is on of Coram's largest creditors.

                    Rite Aid's Debt Load

At November 30, 2002, Rite Aid's debt obligations consist of:

   Secured Debt:
      Senior secured credit facility .........  $1,380,000,000
      12.5% senior secured notes due 2006
        ($152,025,000 face value less
        unamortized discount of $6,571,000) ..     145,454,000
      Senior secured (shareholder) notes
        due 2006 .............................     149,500,000
     Other ...................................       7,431,000
                                                --------------
                                                 1,682,385,000

   Lease Financing Obligations ...............     178,025,000

   Unsecured Debt:
      6.0% dealer remarketable securities
        due 2003 .............................      58,125,000
      6.0% fixed-rate senior notes due 2005 ..     194,500,000
      7.625% senior notes due 2005 ...........     198,000,000
      4.75% convertible notes due 2006
        ($250,000,000 face value less
        unamortized discount of 5,875,000 ....     244,125,000
      7.125% notes due 2007 ..................     350,000,000
      6.125% fixed-rate senior notes due
        2008 .................................     150,000,000
      11.25% senior notes due 2008 ...........     150,000,000
      6.875% senior debentures due 2013 ......     200,000,000
      7.7% notes due 2027 ....................     300,000,000
      6.875% fixed-rate senior notes due
        2028 .................................     150,000,000
                                                --------------
                                                 1,994,750,000
                                                --------------
          Total debt .........................  $3,855,160,000
                                                ==============

Rite Aid completed a $300 million offering of 9.5% senior
secured notes due 2011 last month.  The proceeds of that
offering were used to redeem all $149.5 million aggregate
principal amount of its senior secured (shareholder) notes due
2006 and to retire $118.6 million of 6.0% fixed-rate senior
notes due 2005.

Information obtained from http://www.LoanDataSource.comshows
that substantially all of Rite Aid Corporation's wholly-owned
subsidiaries guarantee the obligations under a $1,900,000,000
SENIOR CREDIT AGREEMENT dated as of June 27, 2001 (as amended,
supplemented or otherwise modified from time to time) among
RITE AID CORPORATION, as Borrower, a consortium of unidentified
lenders, CITICORP USA, INC., as a Swingline Bank, as an Issuing
Bank and as administrative agent for the Lenders, Citicorp USA,
as collateral agent for the Lenders and JPMORGAN CHASE BANK,
CREDIT SUISSE FIRST BOSTON and FLEET RETAIL FINANCE INC., as
syndication agents.  The subsidiary guarantees are secured
primarily by a first priority lien on the inventory, accounts
receivable, prescription files, intellectual property and
some real estate assets of the subsidiary guarantors.  The
Company's obligations under its 12.5% senior secured notes due
2006 are guaranteed by substantially all of Rite Aid
Corporation's wholly owned subsidiaries.  These guarantees are
secured by second priority liens on the same collateral that
secures the senior credit facility.  Rite Aid Corporation is a
holding company with no direct operations and is dependent upon
dividends and other payments from its subsidiaries to service
payments due under the senior secured credit facility, the 12.5%
senior secured notes due 2006.  The subsidiary guarantees
related to the Company's debt are full and unconditional and
joint and several, and there are no restrictions on the
ability of the parent to obtain funds from its subsidiaries.

                      January 2003 Sales

For the four weeks ended January 25, 2003, same store sales rose
5.7 percent over the prior-year period.  Pharmacy same store
sales were up 7.1 percent, while front-end same store sales were
up 3.1 percent.  Total drugstore sales for the four-week period
rose 3.6 percent to $1.196 billion compared to $1.155 billion
for the same period last year.  Prescription revenue accounted
for 65.2 percent of drugstore sales, and third party
prescription revenue represented 92.4 percent of pharmacy sales.

              47-Week Period Ending January 25, 2003

Same store sales for the 47-week period ended January 25, 2003
increased 7.1 percent, consisting of a 10.3 percent pharmacy
same store sales increase and a 2.0 percent increase in front-
end same store sales.  Total drugstore sales for the 47 weeks
ended January 25, 2003 gained 4.5 percent to $14.212 billion
from $13.596 billion in last year's like period.  Prescription
revenue accounted for 63.1 percent of total drugstore sales, and
third party prescription revenue was 92.7 percent of pharmacy
sales.

                   Fourth Quarter Guidance

Rite Aid provided EBITDA guidance for the fourth quarter and
fiscal year 2003, which ends March 1, 2003.  Based on current
trends, the company said on February 4, 2003, that fourth
quarter EBITDA should be $160.0 million to $170.0 million, which
compares to $143.5 million in the prior year fourth quarter.
EBITDA for fiscal 2003 is expected to be $605.0 million to
$615.0 million.

Rite Aid is expected to announce February sales data on Tuesday,
March 11, 2003, and discuss fourth quarter and year-end results
in a conference call on Thursday, April 10, 2003, at 10:30 a.m.

Rite Aid Corporation is one of the nation's leading drugstore
chains, combining its modern store base, strong brand name,
modern distribution centers and superior pharmacy technology
with a talented team of approximately 75,000 full and part-time
associates serving customers in 28 states and the District of
Columbia.  Rite Aid currently operates approximately 3,400
stores, reporting total sales of $15.2 billion at the end of its
2002 fiscal year.


SAIRGROUP FINANCE: Confirmation Hearing Scheduled for April 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Disclosure Statement filed by SAirGroup Finance
(USA), Inc., to explain its Liquidating Chapter 11 Plan.  Judge
Bernstein finds that the disclosure document contains adequate
information for all creditors to make informed decisions about
whether to vote to accept or reject the Plan.

A hearing to consider confirmation of the Plan is scheduled to
occur on April 8, 2003 at 10:00 a.m., before the Honorable
Stuart M. Bernstein, Chief United States Bankruptcy Judge for
the Southern District of New York, located at Alexander Hamilton
Custom House, One Bowling Green, Courtroom 723, New York, New
York.

All written Confirmation Objection must be in by 4:00 p.m. of
April 3, 2003 and served on:

      1) counsel for the Debtor:
         Allen & Overy
         1221 Avenue of the Americas
         New York, NY 10020
         Attention: David C.L. Frauman, Esq. and
                    Hugh McDonald, Esq.,;

      2) joint counsel for the Ad Hoc Committee:
         Bingham McCutchen LLP
         399 Park Avenue
         New York, NY 10022,
         Attention: Jeffrey Kirshner, Esq., and

         Clifford Chance US LLP
         200 Park Avenue
         New York, NY 10166
         Attention: Scott Talmadge, Esq.; and

      3) the Office of the United States Trustee
         33 Whitehall Street, 21st Floor
         New York, New York 10004
         Attention: Tracy Hope Davis, Esq.

The Court will only consider timely filed and served written
objections.

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.


SHERRITT POWER: Distributes Mail Circular for March 25 Meeting
--------------------------------------------------------------
Sherritt Power Corporation has mailed its notice of special
meetings and management information circular dated February 25,
2003 providing the details in support of the Corporation's
proposal to amalgamate with a wholly-owned subsidiary of
Sherritt International Corporation. Shareholders and noteholders
of Sherritt Power will become holders of restricted voting
shares and noteholders respectively of Sherritt International
Corporation if the amalgamation and related transactions are
approved. The Board of Directors of Sherritt Power Corporation
has determined that the transactions to be put before the
special meetings of its shareholders and noteholders are fair to
minority shareholders and noteholders, other than Sherritt
International, and are in the best interests of the Corporation.
The Sherritt Power Board of Directors unanimously recommends
that all shareholders and noteholders vote in favour of the
special resolutions.

The transactions to be put forward to Sherritt Power's security
holders will provide owners of Sherritt Power notes (other than
Sherritt International) with approximately 12.7% of the
principal value of the Sherritt Power notes in cash ($102 in
cash in respect of each $802 principal amount of notes held) and
87.3% of the principal value of the notes in the form of amended
9.5% senior unsecured debentures, due March 31, 2010 ($700 in
new notes in respect of each $802 principal amount of notes
held), which will be obligations of Sherritt International
Corporation. Sherritt International will have an obligation to
seek a rating from certain designated rating agencies in respect
of these notes by December 31, 2003, failing which a one time 2%
fee will be paid to noteholders.

The transactions will also provide common shareholders of
Sherritt Power (other than Sherritt International), 1.45
restricted voting shares of Sherritt International for each
common share of Sherritt Power owned. The full details and terms
of the transactions are provided in the February 25, 2003
management information circular.

Sherritt Power believes the proposed transactions offer several
advantages to its shareholders and noteholders:

      (a) Shareholders will benefit from Sherritt International's
significantly larger market capitalization and its significantly
higher trading volumes, providing Shareholders with greater
liquidity,

      (b) Shareholders will have an interest in Sherritt
International, which has complementary businesses to the
Corporation as well as other more diversified businesses,

      (c) The consideration to shareholders represents a premium
to the historical trading prices for the Corporation's shares,

      (d) Noteholders will hold notes which will be obligations
of Sherritt International, thereby avoiding default on the
notes,

      (e) Noteholders will receive a principal repayment of $102
for each $802 outstanding principal amount of notes held by
them, and

      (f) Shareholders, who hold their shares as capital
property, will not realize a capital gain (or capital loss) on
the exchange of their shares for Sherritt International shares.
Noteholders, who hold their notes as capital property, are not
expected to realize a capital gain (or capital loss) as a result
of the note amendment.

The Sherritt Power Board of Directors in unanimously
recommending that all shareholders and noteholders vote in
favour of the special resolutions has considered many factors
including, but not limited to, underlying valuations of the
securities, alternatives to the transaction proposed by Sherritt
International, the historical trading prices for the securities
and the fact that if these transactions are not approved, the
Corporation does not expect to have sufficient cash available to
meet the interest and principal payments on its notes scheduled
for March 31, 2003. While the final 75 MW phase of the
Corporation's 226 MW of power projects is now producing power
and ramping up to full capacity, the Corporation has experienced
delays and increases in capital costs in the construction of
this phase that have led to the expected shortfall in cash
availability. Accordingly, the Corporation's viability as a
going concern would be subject to significant risk if the
shareholders and noteholders do not approve the proposed
transaction.

The Sherritt Power Board, after consideration of these and other
factors, including recommendations of its special committee of
independent directors and its financial and legal advisors, has
determined that the proposed transaction is in the best
interests of the Corporation and is fair to its minority
shareholders and noteholders other than Sherritt International.
Accordingly, the Board unanimously recommends that the
shareholders and noteholders vote in favor of the resolutions to
be put forward at the special meetings of Sherritt Power
shareholders and noteholders to be held concurrently at the TSX
Conference Centre, 130 King Street West, Toronto Ontario at 2:00
pm, Toronto time, March 25, 2003.

Sherritt Power Corporation was formed to finance, construct and
operate power-generating businesses. Sherritt Power trades on
The Toronto Stock Exchange under the symbol "U". The
Corporation's Sherritt Power notes trade on the over-the-counter
market.

                           *     *     *

As reported in Troubled Company Reporter's February 24, 2003
edition, Sherritt Power Corporation and Sherritt International
Corporation announced that Sherritt International has made a new
proposal to restructure Sherritt Power and that the board of
directors of Sherritt Power has decided to recommend to Sherritt
Power security holders the enhanced terms proposed by Sherritt
International in respect of Sherritt Power's common shares and
12.125% senior unsecured amortizing notes due 2007.

As reported in Troubled Company Reporter's January 24, 2003
edition, the proposal from Sherritt International addresses
Sherritt Power's liquidity concerns as well as provides
securities via exchanges that Sherritt International has
indicated represent premiums to the historical trading prices
for Sherritt Power's common shares and Notes. Sherritt
International has indicated that this proposal will also provide
for continuing participation via an interest in Sherritt
International, which has complementary businesses to Sherritt
Power as well as other more diversified businesses.


SIERRA HEALTH: Fitch Rates $100MM Convertible Senior Notes at BB
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB' to $100 million of
convertible senior notes issued by Sierra Health Services, Inc.
The privately placed Rule 144A notes represent senior unsecured
obligations of the company. At the same time, Fitch has assigned
an initial long-term issuer rating of 'BB'. The Rating Outlook
is Stable. In addition, Fitch has placed the 'BBB' insurer
financial strength ratings on Sierra Health's health insurance
units, Health Plan of Nevada and Sierra Health & Life Insurance
Company, on Rating Watch Positive.

The 'BBB' insurer financial strength ratings on Sierra Health's
workers' compensation unit, Sierra Insurance Group, remain on
Rating Watch Evolving. In January 2003, Sierra Health
reclassified SIG as a discontinued operation and announced plans
to seek strategic alternatives for this business.

Fitch expects that proceeds from the debt issuance will be used
to retire outstanding bank debt, which was $34 million as of
February 25, 2003, and contribute $35 million to its TRICARE
subsidiary. The balance of the proceeds will be used to
repurchase up to $20 million of Sierra Health's common stock and
for working capital and other general corporate purposes.

The Rating Watch status on SHL and HPN reflect Fitch's
expectation that a portion of the proceeds from the debt
issuance will be used to improve the risk-based capital levels
of these companies. The ratings on HPN and SHL continue to
reflect SIE's strong market presence in the southern Nevada
health care market, with strong and profitable competitive
positions in the Medicare risk and commercial segments. The
ratings also reflect the companies' modest statutory capital
levels.

Sierra Health Services, Inc. is a publicly traded diversified
managed care holding company (NYSE: SIE). The SIG companies,
which include California Indemnity Insurance Company, Commercial
Casualty Insurance Company, Sierra Insurance Company of Texas
and CII Insurance Company, operate in the workers' compensation
insurance business in California, Nevada, Colorado, Texas and
five other selected markets. HPN and SHL are core operating
companies in SIE's managed care division, and provide health
insurance & managed care products and services primarily in the
southern Nevada market.

                 Sierra Health Services, Inc.

        -- Long-term issuer Assigned 'BB'/Stable;

        -- Senior debt Assigned 'BB'/Stable.

    Health Plan of Nevada Sierra Health & Life Insurance Company

       -- Insurer financial strength 'BBB'/Positive.

                   Ratings Unchanged

California Indemnity Insurance Co. Commercial Casualty Insurance
Co. CII Insurance Co. Sierra Insurance Company of Texas

       -- Insurer financial strength 'BBB'/Evolving.


SOTHEBY HLDGS: S&P Affirms B+ Credit Rating after Nixed Merger
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Sotheby's Holdings Inc., and removed the rating
from CreditWatch where it had been listed with developing
implications. The outlook is stable.

The rating action follows an announcement by Sotheby's that it
and the Taubman family agreed to terminate proceedings involving
the possible sale or merger of the company, or sale of the
Taubman stake in the company. The rating had been on CreditWatch
with developing implications because any buyer could have a
stronger or weaker credit profile than Sotheby's.

"Operating and financial ramifications associated with the
company's violation of antitrust laws are essentially history,
and management is no longer involved in discussions involving
the sale of the company. Based on this, we expect that Sotheby's
will be better able to refocus its attention on the worldwide
auction business and improving its credit protection measures,"
said Standard & Poor's credit analyst Gerald A. Hirschberg.

Standard & Poor's also said that the rating on Sotheby's
continues to reflect expectations that the worldwide art auction
market may experience further difficulties during 2003 given a
very challenging economic environment and a volatile stock
market that is impacting wealth. "Although Sotheby's made good
progress in 2002 in reducing its costs, auction revenue was held
back by margin pressures on high-end consignments when compared
with the year before," added Mr. Hirschberg.

In early February 2003, the company took an important step in
fortifying its previous precarious liquidity position. Sotheby's
finalized an agreement to sell its headquarters building for
$175 million--and lease it back for a period of 40 years--and
also announced a refinancing of its senior secured credit
facility that was near expiration.


SPIEGEL GROUP: Retailer In or Very Near the Zone of Insolvency
--------------------------------------------------------------
The Spiegel Group, whose businesses include Eddie Bauer, Newport
News, Spiegel Catalog and First Consumers National Bank,
delivered its quarterly reports to the Securities & Exchange
Commission last week showing that shareholder equity's dwindled
to $72.4 million at September 30, 2002 -- roughly 3% of the
company's $2.2 billion asset base.

                    Dismal 2001 & 2002 Results

Spiegel fell out of compliance with its 2001 loan covenants over
a year ago and has been working with its bank group to amend and
replace its existing credit facilities with a new credit
facility.  For the year ending December 29, 2001, Spiegel
reported $2.9 billion in sales (down sharply from 2000) and a
$587 million net loss (a $700 million downward swing from 2000
results). For the first nine months of 2002, net sales
contracted to $1.5 billion and the company's net loss totaled
$139 million.  With another typical quarter or two of losses,
Spiegel's liabilities will exceed its assets.

                        The Bank Facilities

The Company has a $600,000,000 revolving credit agreement with a
group of banks that matures in July 2003 and a $150,000,000 364-
Day Facility that matured in June 2002.  The Company reports
that $700,000,000 was outstanding at February 18, 2002.
Information obtained from http://www.LoanDataSource.comshows
that:

      * ABN Amro Bank N.V.
      * Banca Commerciale Italiana, New York Branch
      * Bank of America, N.A.
      * Bankgesellschaft Berlin AG
      * Bayerische Hypo und Vereinsbank AG
      * Commerzbank AG, New York and Grand Cayman Branches
      * Credit Lyonnais, New York Branch
      * Credit Suisse First Boston
      * Den Danske Bank
      * Deutsche Bank AG, New York and/or Cayman Island Branches
      * Deutsche Bank AG, New York Branch
      * DG Bank Deutsche Genossenschaftsbank AG
      * Dresdner Bank AG, New York and Grand Cayman Branches
      * HSBC Bank USA
      * Landesbank Hessen-Thuringen
      * Morgan Guaranty Trust Company of New York
      * Norddeutsche Landesbank Girozentrale, New York Branch
           and/or Cayman Island Branch
      * The Bank of New York
      * The Hongkong and Shanghai Banking Corporation Limited;
           and
      * Westdeutsche Landesbank Girozentrale, New York Branch

are the financial institutions with exposure under these loan
facilities.

Needing continued access to working capital financing, in
September 2001, the Company entered into a revolving credit
agreement with Otto Versand (GmbH & Co), a related party, to
obtain access to $100,000,000 of financing through June 15,
2002.  As of February 2002, this credit facility was fully
drawn.  This loan was extinguished with the proceeds of new term
loans totaling $100,000,000 from Otto-Spiegel Finance G.m.b.H. &
Co. KG, a related party.  The term loans matured on December 31,
2002, but as of January 2003, the $100,000,000 term loans are
still outstanding.

Late last year or early this year, Spiegel borrowed an
additional $60,000,000 on a senior unsecured basis from Otto
Versand (GmbH & Co) to keep operations going.

                      New CFO on Board

James M. Brewster was hired as the new senior vice president and
chief Financial officer for The Spiegel Group on February 26,
2003.  For the past 10 years, Brewster has served as senior vice
president and chief financial officer for the company's Newport
News subsidiary, and has a great resume.

                     SEC Investigation

Spiegel discloses that the SEC is conducting an investigation
concerning the Company's delinquent filing of its Form 10-K for
2001 and its Forms 10-Q for 2002.

"We are cooperating with the SEC in its investigation, but we
cannot predict the duration, scope or outcome of, or potential
sanctions resulting from the investigation," the Company says.

                      KPMG Has Doubts

Because (1) the Company is not in compliance with its debt
agreements, and accordingly, substantially all of the Company's
debt is currently due and payable and (2) the Company has
violated certain provisions of agreements with MBIA Insurance
Corporation, the insurer of its asset-backed securitization
transactions, KPMG LLP expresses doubt about the Company's
ability to continue as a going concern.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, 560 specialty retail and outlet stores,
and e-commerce sites, including eddiebauer.com, newport-news.com
and spiegel.com.  The Company's corporate headquarters and
Spiegel operations are located in leased office space in Downers
Grove, Illinois. The Company owns its Westmont, Illinois
corporate data center.   The company's Class A Non-Voting Common
Stock trades on the over-the-counter market under the SPGLA
ticker symbol.  Otto Versand (GmbH & Co), a privately-held
German partnership, acquired the Company in 1982.  In April
1984, Otto Versand transfered its interest in the Company to its
partners and designees.  Otto Versand and the Company have
"entered into certain agreements seeking to benefit both parties
by providing for the sharing of expertise" and have lots of
relationships in far-flung places around the globe as a result.
In October 2002, the German partnership changed its name from
Otto Versand (GmbH & Co) to Otto (GmbH & Co KG).  Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


SPIEGEL GROUP: Appoints James M. Brewster as Chief Fin'l Officer
----------------------------------------------------------------
The Spiegel Group (OTC Pink Sheets: SPGLA) appointed James M.
Brewster senior vice president and chief financial officer for
The Spiegel Group on February 26, 2003. For the past 10 years,
Brewster has served as senior vice president and chief financial
officer for the company's Newport News subsidiary.

"We are delighted to have someone with Jim's capabilities to
step into the position of chief financial officer and make an
immediate and meaningful contribution at the corporate level,"
said Martin Zaepfel, vice chairman, president and chief
executive officer of The Spiegel Group.

As senior vice president and chief financial officer of The
Spiegel Group, Brewster will report to the CEO and will have
responsibility for the company's financial planning and controls
as well as the company's strategic activities in the legal, tax,
investor relations and loss prevention functions.

Brewster joined Newport News in 1986 as manager of financial
systems and moved up through the organization, serving as
director of finance, director of inventory control, vice
president and treasurer, and vice president and chief financial
officer before being promoted to senior vice president and chief
financial officer in 1992. Prior to joining The Spiegel Group,
Jim worked in various financial positions in banking and public
accounting in Norfolk, Va.

A certified public accountant, Jim earned a bachelor's degree in
business administration from Hofstra University, Long Island,
New York.

In addition, the company announced that on February 26, 2003,
John Steele was promoted to senior vice president and treasurer
of The Spiegel Group, from his current position of vice
president and treasurer of The Spiegel Group. He will now report
to the company's CEO.

Prior to joining The Spiegel Group in 1993, Steele was vice
president and corporate finance director for Deutsche Bank AG in
Chicago. He also has held the position of vice president at Bank
of America and at Continental Bank of Chicago, where he began
his career and held a number of financial positions.

Steele earned a bachelor of arts degree and a master of business
administration degree at Indiana University. He also attended
Hamburg University in Hamburg, Germany, and Harlaxton Manor in
Grantham, England.

                SEC Investigation Continues

Spiegel discloses that the SEC is conducting an investigation
concerning the Company's delinquent filing of its Form 10-K for
2001 and its Form 10-Q's for 2002.

"We are cooperating with the SEC in its investigation, but we
cannot predict the duration, scope or outcome of, or potential
sanctions resulting from the investigation," the Company says.

             KPMG Expresses Going Concern Doubts

Because (1) the Company is not in compliance with its debt
agreements, and accordingly, substantially all of the Company's
debt is currently due and payable and (2) the Company has
violated certain provisions of agreements with MBIA Insurance
Corporation, the insurer of its asset-backed securitization
transactions, KPMG LLP expresses doubt about the Company's
ability to continue as a going concern.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, 560 specialty retail and outlet stores,
and e-commerce sites, including eddiebauer.com, newport-news.com
and spiegel.com.  The Company's corporate headquarters and
Spiegel operations are located in leased office space in Downers
Grove, Illinois. The Company owns its Westmont, Illinois
corporate data center.   The company's Class A Non-Voting Common
Stock trades on the over-the-counter market under the SPGLA
ticker symbol.  Otto Versand (GmbH & Co), a privately-held
German partnership, acquired the Company in 1982.  In April
1984, Otto Versand transfered its interest in the Company to its
partners and designees.  Otto Versand and the Company have
"entered into certain agreements seeking to benefit both parties
by providing for the sharing of expertise" and have lots of
relationships in far-flung places around the globe as a result.
In October 2002, the German partnership changed its name from
Otto Versand (GmbH & Co) to Otto (GmbH & Co KG).  Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


STEEL DYNAMICS: Buys Remaining Interest in New Millennium Bldg.
---------------------------------------------------------------
Steel Dynamics, Inc., (Nasdaq: STLD), whose corporate credit is
rated by Standard & Poor's at 'BB-', is increasing its ownership
in New Millennium Building Systems, LLC, from 46.5 percent to
100 percent. It has purchased the 46.5 percent interest in New
Millennium previously held by New Process Steel Corporation, a
privately held Houston, Texas, steel processor, and has entered
into an agreement to acquire the remaining 7 percent stake
held by other minority investors. New Millennium was formed in
1999 and produces steel building components at a 242,000 square-
foot facility in Butler, Indiana.

"We believe New Millennium continues to show great promise,"
said Keith Busse, President and CEO of Steel Dynamics. "New
Millennium's management team has made great progress in the face
of a difficult market environment during their first three years
of operations. When the non-residential building market
rebounds, we believe New Millennium will be positioned to make a
strong contribution to SDI."

New Millennium Building Systems produces joists, girders,
trusses, and steel roof and floor decking. Having begun
production in June of 2000, New Millennium has achieved success
in marketing its products in the upper Midwest non-residential-
building-components market. Its Butler operations utilize hot-
rolled steel supplied by the nearby Steel Dynamics flat-roll
mill.


TRICO MARINE: S&P Revises B+ Rating Outlook to Neg. after Review
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on petroleum industry services provider Trico
Marine Services Inc. At the same time, Standard & Poor's revised
the company's outlook to negative, following a review of 2002
results and expected 2003 earnings. The outlook revision
reflects Standard & Poor's concerns that continued weakness in
the company's primary offshore support markets could lead to
additional financial deterioration.

Houma, Louisiana-based Trico Marine had roughly $390 million
worth of debt outstanding as of December 31, 2002.

"Trico Marine operates in the volatile offshore support vessel
market, primarily in the Gulf of Mexico, with significant
operations in the North Sea market," said Standard & Poor's
credit analyst Paul B. Harvey. "The ratings on Trico Marine
reflect the company's participation in the cyclical and capital-
intensive offshore support vessel segment of the petroleum
industry, coupled with aggressive financial leverage," he
continued.

Trico Marine operates 85 offshore support vessels stationed in
the Gulf of Mexico, the North Sea, South America, and West
Africa drilling markets. Roughly half of the company's assets
currently work in the Gulf of Mexico, a market that typically
operates on short-term contracts and faces highly volatile day
rates. Trico's international markets, mostly deployed in the
North Sea, provide diversification away from the volatile U.S.
Gulf market and opportunities for longer-term contracts. North
Sea, or harsh environment, capable vessels feature advanced
technology and typically garner higher dayrates.

In the near term, Trico Marine's financial profile will reflect
both the current malaise in the Gulf market and the effects of
its newbuild program. For year-ended Dec. 31, 2002, day rates,
utilization, and the number of vessels working all declined when
compared with 2001. Total debt to capital is expected to remain
above 55%, and debt to EBITDA likely will exceed 10x during
2003. Leverage is expected to decrease with the recovery of the
Gulf of Mexico market, however near-term debt levels are
expected to remain very aggressive. Fixed-charge coverage
measures are expected to remain weak for the rating, with EBITDA
to interest coverage around 1x and EBITDA to interest plus
capital expenditures below 1.0x in 2003.

The negative outlook reflects the poorer-than-expected financial
performance of Trico Marine, and the potential for a ratings
downgrade if the company's liquidity continues to deteriorate.
The effect of a continuation of the weak U.S. Gulf of Mexico
market occurring simultaneously with North Sea market softness,
could lead to further financial deterioration, covenant
violations, and negative rating actions.


UBIQUITEL INC: Closes Exchange Offer for 14% Senior Notes
---------------------------------------------------------
UbiquiTel Operating Company, a wholly-owned subsidiary of
UbiquiTel Inc. (Nasdaq-SCM: UPCS), announced the closing of its
private placement exchange of $48.2 million aggregate principal
amount of its new 14% Senior Discount Notes due May 15, 2010 and
$9.6 million in cash for $192.7 million aggregate principal
amount of its outstanding 14% Senior Subordinated Discount Notes
due April 15, 2010.

The New Notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements. The company anticipates filing
the necessary registration statement with the Securities and
Exchange Commission within ninety days.

"The completion of this transaction gives us the solid financial
footing we need to successfully grow the business and position
us for future profitability," said Donald A. Harris, Chairman,
President and CEO of UbiquiTel. "It also enables us to have the
wherewithall to target the most profitable customers and use our
resources in the most strategic way possible."

The company also completed in a private placement a related new
financing of $12.8 million aggregate principal amount of Series
B Discount Notes due 2008 in which the company received cash
proceeds of $9.6 million to fund the cash portion of the
exchange. The company's parent UbiquiTel Inc., issued detachable
warrants with the Series B Notes to purchase approximately 9.6
million shares of its common stock.

The company reduced overall debt by approximately $146.7 million
aggregate principal amount ($113.8 million aggregate accreted
value) and cash interest requirements by approximately $9.7
million in 2005 and approximately $19.3 million annually
beginning in 2006 providing cumulative savings of approximately
$243 million. The company ended December 31, 2002 with $76
million of cash, cash equivalents, and restricted cash.

UbiquiTel expects to announce full financial and operating
results for the fourth quarter and fiscal year ended
December 31, 2002 after the market closes on March 26, 2003 and
to hold its conference call with investors at 8:30 a.m. ET on
March 27, 2003.

As reported in Troubled Company Reporter's Thursday Edition,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on UbiquiTel Inc., and its wholly owned subsidiary,
UbiquiTel Operating Co., to 'SD' from 'CC'.

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

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

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


UNIROYAL TECH: Judge Walsh Appoints Second Retirees' Committee
--------------------------------------------------------------
The Honorable Judge Peter J. Walsh approved the appointment of a
second committee of retirees comprised of former salaried
employees who retired from Uniroyal Technology Corporation's
plastic businesses prior to the Debtors' dissolution in December
1986.  The Pre-86 Plastics Retirees Committee is composed of:

      1. June Garrow
         619 North Wenger Avenue
         Mishawaka, IN 46544

      2. Edward Reske
         2011 East LaSalle Avenue
         Mishawaka, IN 46545

      3. Robert Jarnes
         61338 Breman Highway
         Mishawaka, IN 46544

      4. Jesse Keith, Jr.
         169 Beechwood Drive
         Breman, IN 46506

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


UNITED AIRLINES: Inks Codeshare Agreement with Mesa Air Group
-------------------------------------------------------------
Mesa Air Group, Inc., (Nasdaq: MESA) has signed a memorandum of
understanding with United Airlines (NYSE: UAL) to operate as
United Express under a revenue guarantee codeshare agreement.
Under the agreement, Mesa will provide ten 37-passenger de
Havilland Dash 8-200 aircraft to be utilized in support of
United's operations in Denver. The aircraft are expected to
enter service beginning July 2003 for an initial term of five
years.

"Mesa and United previously had a long history as partners.
After Mesa's acquisitions of Aspen Airlines in 1990 and WestAir
in 1992, Mesa had operated as United Express in Denver and
throughout the West Coast," said Jonathan Ornstein, Mesa's
Chairman and CEO. "We are delighted to have the opportunity to
return to the United Express family. Mesa stands ready to do
whatever we can to assist United in its successful restructuring
and it is our hope that we can play a meaningful role going
forward."

The agreement is subject to reaching terms on a definitive
contract, which is expected in the next few weeks.

Mesa currently operates 122 aircraft with 889 daily system
departures to 147 cities, 37 states, Canada, Mexico and the
Bahamas. It operates in the West and Midwest as America West
Express, the Midwest and East as US Airways Express, in Denver
as Frontier JetExpress, in Kansas City as Midwest Express and in
New Mexico as Mesa Airlines. The Company, which was founded in
New Mexico in 1982, has approximately 3,000 employees. Mesa is a
member of Regional Aviation Partners.


US AIRWAYS: Meets Financial Tests for Pension Plan Termination
--------------------------------------------------------------
US Airways has met the financial standards for a distress
termination of the defined benefit pension plan for its pilots,
as determined by a decision rendered Saturday evening by Judge
Stephen S. Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia in Alexandria following the completion of a
four day hearing.

The court's finding completes the requirements for the Pension
Benefit Guaranty Corporation (PBGC) to begin consideration of
its separate approval process to formally terminate the existing
pilot pension plan by March 31, 2003, in conjunction with US
Airways' planned emergence from bankruptcy protection set for
that same day.  At today's special session of the Bankruptcy
Court, Judge Mitchell also authorized US Airways to implement a
defined contribution pension plan on terms to be worked out
between the company and Air Line Pilots Association (ALPA).
Separately, Judge Mitchell determined that the issue of whether
ALPA and the company had agreed to formal termination of the
pension plan in December 2002 was a "close call" and deferred
determination of that issue to arbitration under the Railway
Labor Act.

US Airways filed its formal notice to terminate the pension plan
with the PBGC on Jan. 30, 2003.  The PBGC earlier suspended
processing of the formal termination as a result of a grievance
filed by ALPA pending its resolution.  In a filing with the
Bankruptcy Court, among other matters, the PBGC advised
the Court that while the ALPA grievance was being resolved, the
Court could proceed to consider and render the decision made
this evening, the required 60-day pension termination notice
period would continue to run, and the PBGC would continue to
review the distress termination information submitted by US
Airways.

In response to this decision, David Siegel, US Airways president
and chief executive officer, said that US Airways and
representatives of ALPA should begin immediate negotiations.

"The company remains committed to providing $850 million over
the next seven years to fund a new pension plan for our active
pilots," said Siegel.  "We have taken the steps to terminate the
existing plan only after we had exhausted all other
alternatives.  But as we demonstrated to the court over four
days of testimony, we cannot meet the financial obligations of
the existing plan and emerge from bankruptcy protection without
taking the action."

Siegel reiterated comments from his testimony in court on Friday
when he said that the airline's pilots had shown tremendous
leadership and sacrifice throughout the company's restructuring
process.  "We regret the impact that the plan termination will
have on our pilots but the ultimate goal must be to save this
airline and the jobs of almost 35,000 dedicated employees.  We
respect ALPA's efforts to represent the interests of its members
and believe we can find a mutually achieved solution to
implement a new pension plan."

US Airways filed for Chapter 11 protection on Aug. 11, 2002, to
complete its financial restructuring and has kept to a fast-
track timetable to emerge from bankruptcy on March 31, 2003.
"Unfortunately, our airline was the first to go through a
restructuring in the post-September 11 environment, but we are
now seeing every other major network carrier going through its
own version of this difficult process.  With the threat of war
looming and the industry in turmoil, we need to get out of
bankruptcy protection very quickly to secure the financing
capital and federal loan guarantee that we can only access after
we emerge from Chapter 11," said Siegel.


USG CORP: Court Moves Lease Decision Deadline to August 29, 2003
----------------------------------------------------------------
USG Corporation and its debtor-affiliates still need additional
time to review and evaluate their unexpired non-residential real
property leases and to determine which leases, if any, they
would assume or reject. Hence, the Debtors sought and obtained
the Court's approval  to extend their lease decision deadline
through and including August 29, 2003.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, assures the Court that the Debtors will
perform all of their postpetition obligations in a timely
fashion, including payment of postpetition rent due. (USG
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

USG Corp.'s 9.250% bonds due 2001 (USG01USR1), DebtTraders says,
are trading between 79 and 81. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG01USR1for
real-time bond pricing.


VENUS EXPLORATION: Consents to Chapter 11 Reorganization
--------------------------------------------------------
In a hearing before the United States Bankruptcy Court for the
Eastern District of Texas, Beaumont Division, Venus Exploration
Inc., (OTCBB:VENX.OB) of San Antonio, Texas, filed a Notice of
Consent to Entry of Order for Relief under Chapter 11 of the
U.S. Bankruptcy Code according to Venus Chairman and Chief
Executive Officer, Eugene L. Ames Jr.

Ames stated that he expected that the continuing sale and
drilling of the Company's extensive inventory of exploratory and
development drilling projects to work the Company out of Chapter
11 and provide full repayment of all of the Company's creditors
and result in the Company ultimately achieving its original goal
of growth in oil and gas reserve value.

Ames further commented, "Obviously we regret that it was
necessary to consent to the filing of the Chapter 11 petition,
however we believe that the plan of reorganization that we
expect to submit to the court can allow the Company to get on
sound financial footing."

Ames continued further, "A few months ago, as the natural gas
market fundamentals began to strengthen, we began to see a much
stronger market within the oil and gas industry for the type of
drilling projects we originate and sell to larger companies. We
have previously reported sales of our Constitution Field
interest in Jefferson County, Texas, and a natural gas drilling
project, in Hansford County, Texas, where we netted
approximately $2.058 million after closing adjustments. We
retained a carried interest in the first three wells to be
drilled on the Hansford County project and the first well in
this multi-well project has been drilled and early analysis
indicates that it will be as good or better than we expected."

Venus is also reporting promising results from recompletions of
two wells. One well located in Yoakam County, Texas, in which
the Company has a 49% working interest, tested at a commercial
oil rate and pumping equipment is being installed. The other
well in Latimer County, Okla., in which the Company has 4%
working interest, is producing at a stabilized gas rate of 2,200
MCF/day.

"Our active portfolio includes 8 prospects on 20,000 acres in
Texas and Louisiana. Because of the presently strong natural gas
market, we are seeing increasing interest on the part of
industry participants and we hope to be able to close other
prospect sales in the near future under which we retain a
carried or promoted interest in the initial wells."

Venus is an independent oil and gas exploration and production
company which is primarily engaged in the origination of oil and
gas exploration prospects as well as projects to exploit and
redevelop existing producing fields. Predecessors of Venus,
under Ames' management, had a long and successful history of
discovery and development of significant oil and gas reserves.


WELLS FARGO MORTGAGE: Fitch Rates Classes B-4 & B-5 at BB/B
-----------------------------------------------------------
Wells Fargo Mortgage Pass-Through Certificates, series 2003-B
classes A-1 through A-3, A-R and A-LR (senior certificates,
$340.1 million) are rated 'AAA' by Fitch Ratings. In addition,
class B-1 ($4.7 million) is rated 'AA', class B-2 ($2.2 million)
is rated 'A', class B-3 ($1.1 million) is rated 'BBB', class B-4
($0.7 million) is rated 'BB', and class B-5 ($0.5 million) is
rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.35% class B-1, the 0.65% class
B-2, the 0.30% class B-3, the 0.20% privately offered class B-4,
the privately offered 0.15% class B-5 and the 0.20% privately
offered class B-6 certificates(which is not rated by Fitch).
Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA', 'A', 'BBB',
'BB', and 'B', respectively, based on their respective
subordination.

Fitch believes the amount of credit enhancement available will
be sufficient to cover credit losses. The ratings also reflect
the high quality of the underlying collateral, the integrity of
the legal and financial structures and the servicing
capabilities of Wells Fargo Home Mortgage, Inc., rated 'RPS1' by
Fitch.

The mortgage loans provide for a fixed interest rate during an
initial period of approximately seven years. Thereafter, the
interest rate will adjust on an annual basis based on the weekly
average yield on US Treasury Securities adjusted to a constant
maturity of one year and a gross margin.

The mortgage pool consists of fully amortizing, one- to four-
family, adjustable interest rate, first-lien mortgage loans,
substantially all of which have original terms to maturity of
approximately 30 years. The weighted average original loan to
value ratio (OLTV) of the pool is approximately 65.58%.
Approximately 1.32% of the mortgage loans have an OLTV greater
than 80%. The weighted average coupon of the pool is
approximately 5.649%. The weighted average FICO is 734. The
properties are located primarily in these states California
(37.88%), Illinois (6.01%), Virginia (6.00%), and Maryland
(5.32%); other states represent less than 5% geographic
concentration of the outstanding principal balance of the pool.

Approximately 2.14% of the mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act (GFLA), effective as
of October 2002.

All of the mortgage loans were originated in conformity with
WFHM's standard underwriting standards. WFHM sold the loans to
Wells Fargo Asset Securities Corp., a special purpose
corporation, and deposited the loans into the trust. The trust
issued the certificates in exchange for the mortgage loans.
Wells Fargo Bank Minnesota, N.A., an affiliate of WFHM, will act
as master servicer and custodian, and Wachovia Bank, N.A. will
act as trustee. An election will be made to treat the trust as
two real estate mortgage investment conduits for federal income
tax purposes.


WICKES INC: S&P Drops Rating to SD After Completed Debt Exchange
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on building materials distributor Wickes Inc., to 'SD'
from 'CC' and removed the rating from CreditWatch with negative
implications.

Vernon Hills, Illinois-based Wickes has about $64 million of
rated debt.

The rating action is based on the company's announcement that it
has completed its offer to exchange its new senior secured notes
due 2005 for its outstanding senior subordinated notes due Dec.
15, 2003. Approximately 67% of the $64 million of senior
subordinated notes were tendered in this transaction. The
company also completed the refinancing of its senior credit
facility with a new $125 million facility.

"Although the note holders who tendered received security and
maintained the same 11.625% cash coupon on the new notes along
with a noncash interest component from and after Dec. 15, 2003,
by extending the maturity to 2005 from 2003, Wickes did not meet
all of its obligations as originally promised under the
subordinated note issue," said Standard & Poor's credit analyst
Patrick Jeffrey.

In addition, the 33% of subordinated note holders that did not
agree to the exchange are disadvantaged to the holders of the
new senior secured notes, who are senior to them but junior to
the bank facility. As a result, Standard & Poor's rating
treatment is identical to a default on the specific debt issue
involved.

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


WILLIAMS COS.: Completes Sale of Travel Centers for $189 Million
----------------------------------------------------------------
Williams (NYSE: WMB) has completed the sale of its retail travel
center operations to Pilot Travel Centers LLC for approximately
$189 million.

The asset package is comprised of 60 travel centers, including
their working inventories, in 15 states.  The store network
stretches from Arizona to Florida and is concentrated in the
Ohio Valley and the southeastern United States.

Williams' only remaining retail petroleum presence consists of
29 convenience stores in Alaska that are being offered for sale
in connection with the company's planned divestiture of its
North Pole, Alaska, refining operations.

Steve Malcolm, chairman, president and chief executive officer,
said, "We're completely focused on the tasks before us.  Raising
cash, reducing debt, trimming costs and concentrating on our
core natural gas businesses are all part of our comprehensive
plan to make Williams stronger."

Approximately 1,500 people were employed by Williams
TravelCenters at the time the transaction closed.  The former
Nashville, Tenn., corporate office for Williams TravelCenters
will remain open for portions of March and April for certain
employees who are providing transitional services.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.
More information is available at http://www.williams.com

Williams Companies' 7.875% bonds due 2021 are currently trading
at low-70s level.


WORLDCOM INC: Seeking SBC's Compliance under MVP Agreements
-----------------------------------------------------------
Prior to the Petition Date, Worldcom Inc., and its debtor-
affiliates entered into a Managed Value Plan Agreement in each
of SBC Communications Inc.'s Ameritech, Pacific Bell, and
Southwestern Bell regions. Pursuant to the MVP Agreements, the
Debtors are entitled to billing discount credits for certain of
the Services in exchange for a commitment to meet or exceed a
minimum annual revenue commitment with SBC in each year of the
five-year term of the MVP Agreements.  To the extent the Debtors
meet or exceed its monthly prorated MARC under each MVP
Agreement, SBC is required to apply the month's Credits against
the Debtors' next monthly bill. In the event the Debtors do not
meet or exceed its monthly prorated MARC, it may still receive
that month's Credits through an annual true-up process.

In circumstances where the Debtors meet its MARC under each MVP
Agreement, Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, in New York, explains that it receives the unapplied
Credits for any months for which it did not meet or exceed the
monthly prorated MARC.  For example, if the Debtors did not meet
the monthly prorated MARC in two of the 12 months in a contract
year, to the extent WorldCom meets the MARC at the end of the
contract year, WorldCom would be entitled to an additional
discount equal to the value of the discount for the months in
which WorldCom did not meet or exceed the monthly prorated MARC.
If, at the end of the contract year, WorldCom does not meet the
MARC, WorldCom may pay the difference between the MARC amount
and the actual annual billing amount, after which WorldCom is
entitled to receive the unapplied Credits for any months in
which WorldCom did not meet or exceed the monthly prorated MARC.
Alternatively, WorldCom may terminate the MVP Agreement by
providing written notice of termination.

Ms. Goldstein relates that WorldCom's first contract year in
each of the three MVP Agreements commenced on November 1, 2001
and ended on October 31, 2002.  Since November 1, 2002, WorldCom
has been operating in contract year two under the MVP
Agreements.  By letter, dated December 2, 2002, WorldCom was
informed by SBC that:

     -- the MARC Deficiency for the Ameritech region is
        $7,868,819 and the unapplied Credits for this region
        total $23,587,130;

     -- the MARC deficiency for the Pacific Bell region is
        $12,056,136 and the unapplied Credits for this region
        total $18,066,421; and

     -- WorldCom exceeded the MARC in the Southwestern Bell
        region and is entitled to receive the unapplied Credits
        for this region equal to $19,526,343.

Pursuant to the Year 1 Notification Letter, SBC indicated that
the Credits owing to WorldCom in each region would be allocated
to both prepetition and postpetition months covered by the MVP
Agreements.  By e-mail, transmitted on January 29, 2003,
WorldCom indicated that it was prepared to agree to SBC's
allocation of Credits for the Ameritech and Southwestern Bell
regions but, similar to the Credits owing to WorldCom, payment
of the MARC Deficiency for the Ameritech region should be
allocated to both prepetition and postpetition periods and that
WorldCom should be required to pay only the portion of the MARC
Deficiency attributable to the postpetition period.

By letter dated February 5, 2003, Ms. Goldstein relates that SBC
indicated to WorldCom that SBC would not comply with any of its
obligations under the MVP Agreements absent payment by WorldCom
of the entire MARC Deficiency in the Ameritech region as well as
all prepetition amounts owing in both the Ameritech and
Southwestern Bell regions.  The February 5, 2003 letter also
states that, absent payment of all prepetition amounts, SBC will
"consider" the MVP Agreements terminated.  Finally, while
WorldCom has exceeded the prorated MARC in the Southwestern Bell
region in each month since the inception of contract year 2, SBC
has refused to apply any year 2 Credits to WorldCom's monthly
bills.

Although WorldCom is and has been ready, willing, and able to
pay its MARC Deficiency in return for the unapplied Credits in
the Ameritech region and had agreed, for settlement purposes
only, to the allocation of Credits in both the Ameritech and
Southwestern Bell regions, WorldCom cannot reasonably commit
estate funds to pay the MARC Deficiency in the Ameritech region
without this Court's intervention to ensure that the Credits are
applied correctly in light of SBC's:

     -- stated refusal to apply the unapplied Credits;

     -- demand that WorldCom pay all prepetition amounts owing
        under the MVP Agreements as a pre-condition to SBC's
        performance;, and

     -- stated intention to "consider" the MVP Agreements
        terminated absent payment of prepetition amounts.

Thus, pursuant to Section 362 of the Bankruptcy Code, WorldCom
asks the Court to:

     A. compel SBC to perform its obligations under the MVP
        Agreements, including:

        -- after payment by WorldCom of the Ameritech MARC
           Deficiency, requiring SBC to apply all of the
           unapplied year 1 Credits under the Ameritech MVP
           Agreement to WorldCom's bills for services purchased
           subsequent to the Petition Date, and

        -- requiring SBC to immediately apply all of the year 1
           Credits under the Southwestern Bell MVP Agreement to
           WorldCom's bills for services purchased subsequent to
           the Petition Date;

     B. prohibit SBC from terminating or "considering" the MVP
        Agreements terminated based on the non-payment of
        prepetition amounts or otherwise; and

     C. authorize WorldCom to unilaterally apply the year 2
        Credits to which it is entitled by reducing its monthly
        bill in the Ameritech and Southwestern Bell regions.

Pending assumption or rejection, Ms. Goldstein insists that SBC
must continue to comply with the contract.  SBC owes the Debtors
more than $35,000,000 of value in the form of Credits and, to
the extent WorldCom meets or exceeds the monthly prorated MARC
in the Ameritech and Southwestern Bell regions, an additional
$4,000,000 per month on an ongoing basis.  It is inappropriate
for SBC to force the Debtors to pay prepetition obligations
before the Debtors have even made the decision as to whether to
assume or reject the MVP Agreements.

Pending assumption or rejection of the MVP Agreements, Ms.
Goldstein contends that SBC is an unsecured creditor of the
Debtors.  SBC's attempts to condition its performance on payment
of prepetition amounts enables SBC to put itself in a privileged
position relative to other unsecured creditors.  This result is
specifically at odds with the provisions of the Bankruptcy Code.

Ms. Goldstein contends that WorldCom's rights under the MVP
Agreements, including, specifically, the Credits to which
WorldCom is entitled, are property of WorldCom's estates.  SBC
has withheld Credits to which WorldCom is entitled and has
conditioned application of these Credits on WorldCom's payment
of prepetition amounts in violation of Sections 362(a)(3) and
(6) of the Bankruptcy Code.  SBC should be required to comply
with the MVP Agreements and apply all of the Credits to which
the Debtors are entitled.

According to Ms. Goldstein, WorldCom stands ready, willing, and
able to pay the Ameritech MARC Deficiency.  In the Year 1
Notification Letter, SBC stated that it would only apply a
portion of the Credits under the Ameritech and Southwestern Bell
MVP Agreements to WorldCom's postpetition bills.  The remainder
of the Credits would be used by SBC to set off prepetition
amounts outstanding under these agreements.  In the February 5,
2003 letter, however, SBC adopted an even more aggressive
position stating that, absent payment of all prepetition
amounts, SBC will not apply any Credits and will terminate the
MVP Agreements.

Ms. Goldstein tells the Court that WorldCom's entitlement to any
unapplied Credits does not arise until the end of the contract
year.  At that time, if WorldCom has met the MARC, WorldCom is
entitled to receive all unapplied Credits.  Pursuant to the
terms of the MVP Agreements, once the MARC has been met, the
unapplied Credits must be applied to future bills within 60
days.  Because the Debtors' entitlement to the unapplied year 1
Credits arises postpetition, SBC cannot apply any portion of
these Credits to prepetition amounts outstanding.  Accordingly,
the Debtors are entitled to receive all of the year 1 unapplied
Credits on a postpetition basis.

Ms. Goldstein contends that SBC has attempted to end-run the
prohibitions of the Bankruptcy Code by characterizing the non-
payment of prepetition amounts as the Debtors' termination of
the MVP agreements.  This characterization, however, cannot be
countenanced.  According to the terms of the MVP Agreements, in
the event the Debtors elect to terminate the MVP Agreements,
WorldCom must provide SBC with written notification of
termination.  SBC's sole termination right requires 30 days'
notice and is clearly stayed as a result of the commencement of
the Debtors' Chapter 11 cases.

Ms. Goldstein believes that the clear intent of SBC's February
5, 2003 letter is that either the Debtors pay outstanding
prepetition amounts or SBC will terminate the MVP Agreements.
Similar to the withholding of Credits, which is an existing
violation of the automatic stay, SBC's unilateral declaration
that, absent payment of prepetition amounts, SBC will "consider"
WorldCom to have terminated the MVP Agreements, is a clear
violation of the automatic stay and should not be permitted.
Accordingly, pursuant to Section 362 of the Bankruptcy Code, SBC
should be prohibited from terminating the MVP Agreements based
on the non-payment of prepetition debts.

Pending assumption or rejection of the MVP Agreements, Ms.
Goldstein states that SBC is required to comply with the
provisions of these agreements, including the issuance of
Credits.  The Debtors have exceeded its monthly prorated MARC in
each of November, December, and January for the Southwestern
Bell region entitling them to $1,930,000 in Credits per month.
SBC, however, has failed to issue a single dollar's worth of
Credits for these months.

Pursuant to this Court's Amended Utility Order, dated October 2,
2002, the Debtors are obligated to pay on a timely basis, in
accordance with applicable contracts and tariffs, all undisputed
invoices with respect to postpetition Utility Services rendered
by the Utility Companies.  Ms. Goldstein contends that the
amounts, which SBC is currently overbilling WorldCom are not per
se "disputed" and, therefore, WorldCom anticipates that, in the
event they do not pay the overbilled amounts, SBC will assert
that WorldCom is not in compliance with the Utility Order.
However, in light of SBC's failure to comply with the MVP
Agreements and stated intention to terminate these agreements,
WorldCom believes that it would be appropriate for the Court to
authorize WorldCom to unilaterally apply the year 2 Credits to
ensure SBC's compliance and the benefit to WorldCom's estates;
provided, however, that WorldCom should only be entitled to
apply Credits for months in which WorldCom meets or exceeds the
prorated monthly MARC. (Worldcom Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 7.375% bonds due 2003
(WCOE03USA1) are trading at 22 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USA1
for real-time bond pricing.


YUM! BRANDS: Posts Improved International System Sales for Jan.
---------------------------------------------------------------
Yum! Brands, Inc., (NYSE: YUM) reported estimated International
system sales increased 10% prior to foreign currency conversion
or 15% after conversion to U.S. dollars. Estimated U.S. blended
same-store sales at company restaurants decreased 5% during the
four-week period ended February 22, 2003 (Period 2). U.S. sales
were negatively impacted approximately 2 percentage points by
extreme weather conditions, which resulted in numerous
restaurants closing temporarily, in the Midwest and Northeast
states.

Despite the unexpected impact of severe weather, the company
reconfirmed its first-quarter 2003 EPS guidance of $0.38 due to
effective contingency planning and favorable foreign currency
impact. In addition, the company's largest division, the
international business, continues to perform on target.

           International System Sales Growth (Estimated)

                   Reported (U.S. $)     Local Currency
                   ------------------  ------------------
Period 2                 +15%                +10%
Quarter to Date          +13%                 +8%

          U.S. Company Same-Store Sales Growth (Estimated)

                      Current Year         Prior Year
                   ------------------  ------------------
U.S. BLENDED             (5)%                +6%
Taco Bell                (2)%                +9%
Pizza Hut                (6)%                +6%
KFC                      (7)%                +2%

Sales results for Period 3 (the four-week period ending
March 22, 2003, for the U.S. businesses) will be released on
March 27, 2003. (Note: U.S. same-store sales include only
company restaurants that have been open one year or more. U.S.
blended same-store sales include KFC, Pizza Hut, and Taco Bell
company-owned restaurants only. U.S. same-store sales for Long
John Silver's and A&W are not included. International system
sales include sales from company, franchise, license, and joint-
venture restaurants.)

Yum! Brands, Inc., based in Louisville, Kentucky, is the world's
largest restaurant company in terms of system units with nearly
33,000 restaurants in more than 100 countries and territories.
Four of the company's restaurant brands -- KFC, Pizza Hut, Taco
Bell and Long John Silver's -- are the global leaders of the
chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Since 1919, A&W All-American Food has
been serving a signature frosty mug root beer float and all-
American pure-beef hamburgers and hot dogs, making it the
longest running quick-service franchise chain in America. Yum!
Brands is the worldwide leader in multibranding, which offers
consumers more choice and convenience at one restaurant location
from a combination of KFC, Taco Bell, Pizza Hut, A&W All-
American Food or Long John Silver's brands. The company and its
franchisees today operate over 1,900 multibrand restaurants,
generating nearly $2 billion in annual system sales. Outside the
United States, the company opens about three new restaurants
each day, 365 days a year, making it one of the fastest growing
retailers in the world. In 2002, the company changed its name to
Yum! Brands, Inc., from Tricon Global Restaurants to reflect its
expanding portfolio of brands and its ticker symbol on the New
York Stock Exchange.

As previously reported, Fitch Ratings assigned a BB+ rating to
Yum! Brands' $350 million Senior Notes, while Standard & Poor's
gave the same debt issue its BB rating.  Meanwhile, S&P rates
the Company's $1.4 billion senior unsecured bank facility at BB.
At Sept. 7, 2002, Yum! Brands balance sheet showed $5.1 billion
in assets and $4.6 billion in total liabilities.


* Cadwalader Names Two Special Counsel in London Office
-------------------------------------------------------
Cadwalader, Wickersham & Taft, one of the world's leading
international law firms, has named Conor Downey and Andrew Lucas
as Special Counsel to the firm.

Mr. Downey joins the firm's Capital Markets practice from DLA,
London. Mr. Lucas is an attorney in the Corporate/Mergers &
Acquisitions Department, resident in the London office.

Mr. Downey advises on banking and security issues on a broad
range of securitization, structuring and structured finance
matters both in the UK and Europe. He has also been a member of
the Securitization Departments at Orrick Herrington & Sutcliffe
in London and Allen & Overy in London.

Mr. Lucas has worked on a wide range of corporate and corporate
finance matters throughout Europe and South-East Asia, including
public and private company financings, mergers and acquisitions,
reorganizations and restructurings, joint ventures, takeovers,
initial public offerings and general corporate and commercial
issues.

"We are pleased to name these exemplary lawyers as Special
Counsel to the firm," said Robert O. Link, Jr., Cadwalader's
Chairman. "We look forward to Conor's contributions to our
growing International Capital Markets Department. His experience
complements and strengthens our European team. Andrew, already a
valued member of our Corporate M&A Department, has proven he has
the ability to handle a broad range of corporate matters. He
will continue to be a great benefit to the firm as we build this
practice area in Europe."

"Special Counsel at Cadwalader enhance the level of service the
firm provides and support each of the firm's departments by
supervising cases and deals, maintaining client relationships
and training junior attorneys," stated Link. "This select group
of attorneys demonstrate expertise and skills that significantly
contribute to our firm's success," Link concluded.

Conor Downey holds a Bachelor of Civil Law Degree, with honors,
from the University College Dublin. He is admitted to the roll
of Solicitors of England, Wales and Ireland.

Andrew Lucas graduated with an LLB degree from Kings College
London in 1990. He qualified as a solicitor in England and Wales
in 1994 and as a solicitor in Hong Kong in 1997.

Cadwalader, Wickersham & Taft, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, global public affairs, banking, project
finance, insurance and reinsurance, tax, and private client
matters. More information about Cadwalader can be found at
http://www.cadwalader.com


* Lawrence M. Nagin Joins O'Melveny & Myers LLP as "Of Counsel"
---------------------------------------------------------------
Following his long and distinguished career with major domestic
and international airlines, Lawrence M. Nagin has joined
O'Melveny & Myers LLP as "of counsel." As a recognized leader in
the transportation industry and with extensive financial
community experience, Nagin will bring a breadth of experience,
unique talents, and a valuable strategic perspective to the
firm's long-established transportation, government affairs, and
strategic counseling practices.

"The firm welcomes Larry Nagin with much enthusiasm and looks
forward to his important contributions in serving our clients'
complex and challenging needs in both domestic and international
areas," said Arthur B. Culvahouse, Jr., Chairman of O'Melveny &
Myers LLP. "Attracting premier talent like Larry Nagin is a
testament to our success and a harbinger of the strong client
service we will accomplish in the future. Our clients look
forward to Larry's contributions in the strategic counseling,
governmental affairs, as well as the financial, labor and
employment practice areas."

"O'Melveny & Myers embodies professionalism and the commitment
to uncompromising excellence. I am proud to be a part of and
able to contribute to such a successful enterprise," said Nagin.
Prior to joining the firm, Nagin served as Executive Vice
President of Corporate Affairs and General Counsel for US
Airways Group and US Airways, Inc. Nagin's association with
aviation began in 1974 when, as senior assistant city attorney
in Los Angeles, he served as principal legal advisor to the
Department of Airports. Prior to joining US Airways, from 1988-
1994 Nagin was Executive Vice President of Corporate Affairs and
General Counsel to UAL Corp. and United Airlines, Inc. From
1980-1988, he served as Senior Vice President of Corporate
Affairs and General Counsel of The Flying Tiger Line Inc. A
native of California, Nagin holds a BA in International
Relations from the University of Southern California and a JD
from the University of California, the Hastings College of the
Law.

Nagin was recently named as a member of the new board of
directors of Laidlaw Corporation. In 2000, Nagin was honored
with the "Diversity 2000 Award" by the Minority Corporate
Counsel Association and American Lawyer Media Corp for promoting
and encouraging hiring of minorities.

O'Melveny & Myers is one of the world's most successful and
enterprising law firms. Established in 1885, the firm maintains
14 offices around the world, with more than 900 attorneys. As
one of the world's largest law firms, O'Melveny & Myers'
capabilities span virtually every area of legal practice,
including M&A/Private Equity; Capital Markets; Finance and
Restructuring; Entertainment and Media; Intellectual Property
and Technology; Trade and International Law; Labor and
Employment; Litigation; White Collar and Regulatory Defense;
Project Development and Real Estate; Securities; Tax;
Transactions; and Bankruptcy.


* BOND PRICING: For the week of March 3 - 7, 2003
-------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Abgenix Inc.                           3.500%  03/15/07    64
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    39
Advanced Energy                        5.250%  11/15/06    73
Advanced Micro Devices Inc.            4.750%  02/01/22    62
AES Corporation                        4.500%  08/15/05    50
AES Corporation                        8.000%  12/31/08    64
AES Corporation                        9.375%  09/15/10    69
AES Corporation                        9.500%  06/01/09    68
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    67
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    63
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    67
American Tower Corp.                   6.250%  10/15/09    75
American & Foreign Power               5.000%  03/01/30    62
Amkor Technology Inc.                  5.000%  03/15/07    59
AMR Corp.                              9.000%  09/15/16    31
AMR Corp.                              9.750%  08/15/21    23
AMR Corp.                              9.800%  10/01/21    24
AMR Corp.                             10.000%  04/15/21    24
AMR Corp.                             10.200%  03/15/20    25
AnnTaylor Stores                       0.550%  06/18/19    62
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    75
Argo-Tech Corp.                        8.625%  10/01/07    70
Aspen Technology                       5.250%  06/15/05    67
Bayou Steel Corp.                      9.500%  05/15/08    19
BE Aerospace Inc.                      8.875%  05/01/11    72
Best Buy Co. Inc.                      0.684%  06?27/21    70
Beverly Enterprises                    9.625%  04/15/09    75
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    65
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calair LLC/Capital                     8.125%  04/01/08    59
Calpine Corp.                          4.000%  12/26/06    50
Calpine Corp.                          8.500%  02/15/11    43
Case Corp.                             7.250%  01/15/16    74
CD Radio Inc.                         14.500%  05/15/09    42
Cell Therapeutic                       5.750%  06/15/08    56
Centennial Cellular                   10.750%  12/15/08    53
Champion Enterprises                   7.625%  05/15/09    57
Charming Shoppes                       4.750%  06/01/12    75
Charter Communications, Inc.           4.750%  06/01/06    18
Charter Communications, Inc.           5.750%  10/15/05    22
Charter Communications Holdings        8.625%  04/01/09    46
Ciena Corporation                      3.750%  02/01/08    72
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    69
CNET Inc.                              5.000%  03/01/06    65
Comcast Corp.                          2.000%  10/15/29    23
Comforce Operating                    12.000%  12/01/07    45
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    52
Conexant Systems                       4.250%  05/01/06    57
Conseco Inc.                           8.750%  02/09/04    15
Continental Airlines                   4.500%  02/01/07    41
Continental Airlines                   8.000%  12/15/05    54
Corning Inc.                           6.750%  09/15/13    73
Corning Inc.                           6.850%  03/01/29    60
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                2.000%  11/15/29    31
Cox Communications Inc.                3.000%  03/14/30    44
Crown Cork & Seal                      7.375%  12/15/26    72
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    64
Curagen Corporation                    6.000%  02/02/07    64
CV Therapeutics                        4.750%  03/07/07    74
Dana Corp.                             7.000%  03/15/28    73
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.900%  12/15/09    68
Delta Air Lines                        8.300%  12/15/29    50
Delta Air Lines                        9.000%  05/15/16    62
Delta Air Lines                        9.250%  03/15/22    59
Delta Air Lines                        9.750%  05/15/21    62
Delta Air Lines                       10.375%  12/15/22    65
Dynegy Holdings Inc.                   6.875%  04/01/11    46
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    29
Edison Mission                        10.000%  08/15/08    37
El Paso Corp.                          7.000%  05/15/11    59
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    45
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    32
Fleming Companies Inc.                 9.250%  06/15/10    64
Fleming Companies Inc.                10.125%  04/01/08    69
Foamex LP/Capital                     10.750%  04/01/09    72
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    59
Georgia-Pacific                        7.375%  12/01/25    71
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    69
Goodyear Tire & Rubber                 7.000%  03/15/28    44
Goodyear Tire & Rubber                 7.875%  08/15/11    64
Great Atlantic                         9.125%  12/15/11    72
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    63
Health Management Associates Inc.      0.250%  08/16/20    66
Human Genome                           3.750%  03/15/07    65
Human Genome                           5.000%  02/01/07    72
I2 Technologies                        5.250%  12/15/06    67
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    54
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    37
Isis Pharmaceutical                    5.500%  05/01/09    66
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    61
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    45
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    65
Level 3 Communications                11.000%  03/15/08    66
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    56
LTX Corp.                              4.250%  08/15/06    68
Lucent Technologies                    5.500%  11/15/08    68
Lucent Technologies                    6.450%  03/15/29    55
Lucent Technologies                    6.500%  01/15/28    55
Magellan Health                        9.000%  02/15/08    24
Mail-Well I Corp.                      8.750%  12/15/08    71
Manugistics Group Inc.                 5.000%  11/01/07    54
Mapco Inc.                             7.700%  03/01/27    68
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    39
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    48
Mirant Americas                        7.200%  10/01/08    50
Mirant Americas                        7.625%  05/01/06    67
Mirant Americas                        8.300%  05/01/11    44
Mirant Americas                        8.500%  10/01/21    36
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    62
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    62
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    52
Northern Telephone Capital             7.875%  06/15/26    60
Northwest Airlines                     8.130%  02/01/14    63
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    67
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    60
Philipp Brothers                       9.875%  06/01/08    47
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    65
Qwest Capital Funding                  7.250%  02/15/11    68
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.625%  02/01/08    44
River Stone Networks Inc.              3.750%  12/01/06    69
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    63
SC International Services              9.250%  09/01/07    56
Schuff Steel Co.                      10.500%  06/01/08    73
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    69
Sepracor Inc.                          5.750%  11/15/06    75
Silicon Graphics                       5.250%  09/01/04    54
Solutia Inc.                           7.375%  10/15/27    60
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    66
Tesoro Petroleum Corp.                 9.000%  07/01/08    66
Time Warner Telecom                    9.750%  07/15/08    65
Time Warner                           10.125%  02/01/11    65
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    74
US Airways Passenger                   6.820%  01/30/14    73
Universal Health Services              0.426%  06/23/20    58
US Timberlands                         9.625%  11/15/07    65
Vector Group Ltd.                      6.250%  07/15/08    69
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    58
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    32
Williams Companies                     7.625%  07/15/19    72
Williams Companies                     7.750%  06/15/31    67
Williams Companies                     7.875%  09/01/21    72
Witco Corp.                            6.875%  02/01/26    71
Worldcom Inc.                          7.375%  01/15/49    23
Xerox Corp.                            0.570%  04/21/18    64
XM Satellite Radio                     7.750%  03/01/06    60

                           *********

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

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

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

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

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

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

                           *********

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

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

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

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