TCR_Public/030304.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 4, 2003, Vol. 7, No. 44

                          Headlines

ABN AMRO: Fitch Rates Class B-3 & B-4 P-T Certs. at BB/B
ACANDS: Has Exclusive Right until May 14 to File Chapter 11 Plan
ADVANCED LIGHTING: S&P Cuts Ratings to D after Chapter 11 Filing
ADVANCED MATERIALS: Fourth Quarter Net Loss Narrows to $107K
ALTERRA HEALTHCARE: Closes $68-Million Senior Housing Financing

ALTERRA HEALTHCARE: AMEX Intends to Strike Shares from Listing
AMERICAN AIRLINES: Heavy Losses Spur S&P to Cut Ratings to B-
AMERICAN COUNTRY INSURANCE: S&P Junks Counterparty Credit Rating
AMERIFIRST FOUNDATION: Case Summary & Largest Unsec. Creditors
ARIBA: Expects to Complete Accounting Review Before Month-End

ASIA GLOBAL CROSSING: Court Approves Milligan as Bermuda Counsel
ASSOCIATED INDUSTRIES: S&P Cuts Ratings to Bpi Over Weak Capital
ATLAS AIR: Initiates Talks with Lenders about Financial Covenant
BEYOND.COM: Judge Morgan Blasts Debtor's Liquidating Plan
BRANT POINT: Fitch Affirms BB Rating on Class D Sr Secured Notes

BUDGET GROUP: Court Fixes April 30, 2003 as Claims Bar Date
BURLINGTON INDUSTRIES: BIT Hires Southern Caswell as Auctioneers
CABLE SATISFACTION: Brings-In Rothschild for Financial Advice
CEDRIC KUSHNER: Sept. 30 Working Capital Deficit Tops $7 Million
CELLSTAR CORP: Says Funds Sufficient to Meet Cash Requirements

CENDANT MORTGAGE: Fitch Rates Class B-4 and B-5 Certs. at BB/B
CHAMPION ENTERPRISES: S&P Cuts Rating to B+ over Restructuring
CHESAPEAKE ENERGY: Prices Private Offering of 6% Preferreds
CHESAPEAKE ENERGY: S&P Keeps Watch on B-Rated Sr. Unsec. Notes
COLD METAL: Steel Tech. Acquires Cold Rolled Strip Facility

COMDISCO INC: Downey Demands Expedited Claim Objection Process
CREDIT STORE: Turns to Vengroff for Collection Assistance
CWMBS INC: Fitch Assigns Low-B Ratings to Class B-3 & B-4 Notes
CWMBS INC: Fitch Rates Class B-3 & B-4 Certs. at Low-B Levels
DOANE PET CARE: Amends Credit Facility After Sr. Notes Offering

DOMAN INDUSTRIES: KPMG Files February Report with Canadian Court
DONINI INC: Samuel Klein Expresses Going Concern Doubt
E.SPIRE: DIP Lenders Want a Chapter 11 Trustee Before March 22
EASYLINK SERVICES: Reviewing PTEK Holdings' Purchase Offer
ELWOOD ENERGY: S&P Places BB+ Bond Rating on Watch Negative

ENCOMPASS SERVICES: Signs-Up Conway Del Genio as Crisis Managers
ENRON CORP: Neal Batson Earns Nod to Hire 8 Contract Attorneys
EPOCH 2000-1: Fitch Junks Three Floating-Rate Note Classes
ESPM MIDWEST: Ch. 11 Case Summary & Largest Unsecured Creditors
GENTEK: General Chemical Unit Enters Joint Venture with Esseco

GENTEK INC: Court Convenes Exclusivity Extension Hearing Today
GLEACHER CBO: Two 2000-1 Classes' Ratings Lowered to Low-B Level
GLOBAL CROSSING: Worldcom Seeks Relief to Reject Three Contracts
HAYES LEMMERZ: Wants Additional Time to Move Actions to Delaware
HOLLINGER INC: S&P Assigns B Rating to US$110-Mill. Senior Notes

HORSEHEAD IND.: Wants to Continue Hiring Ordinary Course Profs.
INTERPLAY ENTERTAINMENT: Kisses Auditors Ernst & Young Goodbye
KEY3MEDIA: Wants to Continue Ordinary Course Profs. Employment
KIT MANUFACTURING: Completes Sale of RV Division to Extreme RVs
KMART CORP: Wants to Pull Plug on Self-Checkout Equipment Lease

KNOLOGY BROADBAND: Asks Court for Final Decree Closing this Case
LEATHERLAND: Brings-In Roetzel & Andress as Bankruptcy Counsel
LTV CORP: Wins Nod to Recover Documents Accidentally Produced
MEDCOMSOFT INC: Net Capital Deficit Slides-Down to $1.7 Million
MET WELD: Chapter 11 Case Summary & 20 Largest Unsec. Creditors

MORTGAGE ASSET: Fitch Rates 3 P-T Cert. Classes at Low-B Levels
MOTOROLA INC: Del. Courts Nix Next Level Appeal re Tender Offer
NASH FINCH: Pays 1.5% to Bondholders for Late SEC Filing Waiver
NATIONAL CENTURY: UST Amends Creditors' Committee Membership
NAT'L HERITAGE: Volatile Earnings Spur S&P to Cut Ratings to Bpi

NAVISITE INC: Names Arthur Becker as New Chief Executive Officer
NUTRITIONAL SOURCING: Court OKs Innisfree as Balloting Agent
OGLEBAY NORTON: Sets Annual Shareholders' Meeting for April 30
PACIFIC GAS: Gets Approval to Refund $157-Mil. FERC-Ordered Dues
PANDA FUNDING: S&P Downgrades Pooled Project Bonds Rating to B+

PEREGRINE SYSTEMS: March 31, 2002 Net Capital Deficit Tops $360M
PERSONNEL GROUP: Dec. 29 Balance Sheet Upside-Down by $52 Mill.
PLAINTREE SYSTEMS: Seeking New Financing to Continue Operations
POLAROID CORP: Court Appoints Perry M. Mandarino as Examiner
PPL CORPORATION: Increases Quarterly Dividend Rate by 6.9%

RADIO UNICA: Makes $9.3MM Interest Payment on 11-3/4% Sr. Notes
SALON MEDIA: Issues Conv. Notes & Warrants in Financing Deal
SEITEL INC: Noteholders Want Workout Documents Ready by April 10
SERVICE MERCHANDISE: Wind-Down Plan Should be Filed Tomorrow
SHELBOURNE PROPERTIES: Sells Melrose Park Property for $5.5 Mil.

SLI INC: Obtains Approval Extending Exclusivity through April 23
SPIEGEL: Alvarez & Marsal's William Kosturos Hired as New CRO
STAR GAS PARTNERS: Fitch Rates $200 Million Senior Notes at BB
SUPERIOR TELECOM: Files for Chapter 11 Protection in Delaware
SUPERIOR TELECOM: Case Summary & 20 Largest Unsecured Creditors

SWEETHEART HLDGS: CCC+ Rating Remains on Watch After S-4 Filing
TELESYSTEM INT'L: Reports Improved EBITDA for Fourth Quarter
TRENWICK GROUP: Restructures $75 Million of Senior Notes
TROUTMAN'S EMPORIUM: Court Approves Going-Out-Of Business Sales
UNIROYAL TECHNOLOGY: Brings-In Sonnenschein Nath as Counsel

UNITED AIRLINES: Court Okays Amendments to $300MM DIP Financing
USG CORP: Settling Up to $5 Million of Postpetition Tort Claims
WARNACO GROUP: Goldman Sachs Group Discloses 0.5% Equity Stake
WHEELING-PITTSBURGH: Disclosure Statement Hearing Now on Mar. 27
WINSTAR COMMS: Chapter 7 Trustee Taps Adelman as Special Counsel

WORLDCOM INC: Aerotel Demands Prompt $10MM Admin Claim Payment

* PwC Sees 180 Public Co.'s with $240BB in Assets Filing in 2003

* Large Companies with Insolvent Balance Sheets

                          *********

ABN AMRO: Fitch Rates Class B-3 & B-4 P-T Certs. at BB/B
--------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-
through certificates, series 2003-3, classes A-1 through A-17,
A-X, A-P, and R ($604.6 million) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($10 million) 'AA',
class B-1 ($3.7 million) 'A', class B-2 ($1.9 million) 'BBB',
class B-3 ($1.2 million) 'BB' and class B-4 ($0.9 million) 'B'.

The 'AAA' rating on the class A senior certificates reflects the
3% subordination provided by the 1.60% class M, 0.60% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered B-4 and 0.15% privately offered class B-5.
Classes M, B-1, B-2, B-3, and B-4, are rated 'AA', 'A', 'BBB',
'BB' and 'B', respectively, based on their respective
subordination.

Fitch believes the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. The ratings also reflect the
high quality of the underlying collateral originated by ABN AMRO
Mortgage Group, Inc.. The integrity of the legal and financial
structures and the servicing capabilities of Washington Mutual
Mortgage Securities Corp. (rated 'RPS2' by Fitch).

The mortgage pool consists of a group of recently originated,
30-year fixed-rate mortgage loans secured by one- to four-family
residential properties.

The mortgage loans have an aggregate principal balance of $623.2
million as of the cut-off date and have a weighted average
remaining term to maturity of 358 months. The weighted average
original loan-to-value ratio (OLTV) of the pool is approximately
69.16%. Approximately 2.56% of the mortgage loans have an OLTV
greater than 80%. The weighted average coupon of the mortgage
loans is 6.199%. The weighted average FICO score is 741. The
states that represent the largest geographic concentration are
California (49.94%), Illinois (7.52%), New York (3.95%) and
Florida (3.54%).

Approximately 1.03% 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.

AAMG originated all of the loans. U.S. Bank National Association
will serve as trustee. AMAC, a special purpose corporation,
deposited the loans into the trust, which then issued the
certificates. For federal income tax purposes, the offered
certificates will be treated as ownership of debt.


ACANDS: Has Exclusive Right until May 14 to File Chapter 11 Plan
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, ACandS, Inc., obtained an extension of its exclusive
periods.  The Court gives the Debtors, until May 14, 2003, the
exclusive right to file their plan of reorganization and until
July 12, 2003, to solicit acceptances of that Plan from their
creditors.

AcandS, Inc. was an insulation contracting company, primarily
engaged in the installation of thermal and mechanical
insulation. In later years, Debtor also performed a significant
amount of asbestos abatement and other environmental remediation
work. The Company filed for chapter 11 protection on September
16, 2002 (Bankr. Del. Case No. 02-12687). Laura Davis Jones,
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 estimated
its debts and assets of over $100 million.


ADVANCED LIGHTING: S&P Cuts Ratings to D after Chapter 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate
credit rating on Solon, Ohio-based Advanced Lighting
Technologies Inc., to 'D' from 'SD' (selective default) and
lowered its senior secured rating to 'D' from 'CCC'.

"The rating actions follow the company's announcement that it
has voluntarily filed for protection under Chapter 11 of the
U.S. bankruptcy code," said Standard & Poor's credit analyst
Nancy C. Messer.

The senior unsecured rating on Advanced Lighting remains 'D',
reflecting the company's failure to make its semiannual $4
million interest payment, due Sept. 16, 2002, on its 8% senior
notes within the 30-day grace period provided for in the note
indenture.

The company said it would continue to operate its business while
it seeks to restructure its debt with senior lenders and
unsecured bondholders as well as the preferred stock interests
of General Electric Co.  The company is operating with funds
generated from operations and a debtor-in-possession loan. The
company's current financial difficulties resulted from its weak
operating performance during 2001 and 2002 combined with a heavy
debt burden. The company's subpar operating performance is
primarily attributable to the overall weak U.S. economy, which
has reduced demand for Advanced Lighting's metal halide
products; higher operating costs as a percentage of sales; and
competitive pricing.


ADVANCED MATERIALS: Fourth Quarter Net Loss Narrows to $107K
------------------------------------------------------------
Advanced Materials Group, Inc., (OTCBB:ADMG) reported final
sales and income from operations for the fourth fiscal quarter
and fiscal year ended November 30, 2002.

Net sales for the fourth quarter of fiscal 2002 were $8.8
million, versus $9.2 million for the comparable period of fiscal
2001. The net loss for the fourth quarter of fiscal 2002 was
$107,000 compared to a net loss of $841,000 for the fourth
quarter of fiscal 2001. The basic and diluted loss per share for
the fourth quarter was $0.01 per share on an average of 8.7
million shares, versus basic and diluted loss of $0.09 per share
on an average of 8.7 million shares in the year-ago period.

Net sales for the fiscal year 2002 were $36.3 million, versus
$38.5 million for the comparable period of 2001. The net loss
for fiscal year 2002 was $474,000, including costs of $613,000
for charges related to the write-off of goodwill and
restructuring charges, partially offset by a $257,000 non-
recurring tax benefit. The net loss for fiscal year 2001 was
$3,386,000, which included $1.3 million in restructuring
charges. The basic and diluted net loss per share for fiscal
year 2002 was $0.05 per share on an average of 8.7 million
shares, versus basic and diluted net loss per share of $0.39 per
share on an average of 8.7 million shares in fiscal year 2001.

Advanced Materials Group's November 30, 2002 balance sheet shows
a working capital deficit of about $107,000. The Company's total
shareholders' equity diminished to about $431,000.

          Chief Executive Officer Comments on Results

Commenting on the results, Advanced Materials Group CEO and
President Steve Scott said, "We made good progress in 2002
towards returning to profitable operations. Our efforts in
consolidating facilities, pruning account mix, and focusing on
continuous improvement have paid off. However, unfortunately
these improvements were offset to a degree by cost pressures
resulting from escalating raw material prices. We believe that
continuing on our charter of being lean and agile will serve us
well as we face the market uncertainties of 2003."

Mr. Scott added, "We recently announced the addition of Robert
Delk to our Board of Directors. Mr. Delk, who has extensive
experience in our industry, is acting as a consultant to the
Company to assist in instituting additional programs to improve
our efficiencies and further reduce our costs."

Advanced Materials Group, Inc., is a leading manufacturer and
fabricator of specialty foams, foils, films and pressure-
sensitive adhesive components for a broad base of customers in
the computer, medical, automotive and aerospace industries both
in the U.S. and abroad.


ALTERRA HEALTHCARE: Closes $68-Million Senior Housing Financing
---------------------------------------------------------------
Senior Housing Properties Trust (NYSE: SNH) has closed its
previously announced transaction to provide $67.9 million of
financing to Alterra Healthcare Corporation.

The final terms of this transaction are substantially as
previously announced:

     -- SNH purchased from Alterra 18 assisted living facilities
with 894 living units located in ten states for $61 million.
Simultaneously with this purchase, SNH leased these properties
to a subsidiary of Alterra for an initial term through 2017,
plus renewal options. The rent payable to SNH under this lease
is $7 million per year plus increases starting in 2004 based
upon increases in the gross revenues at the leased properties.

     -- SNH provided mortgage financing to Alterra for six
assisted living facilities with 202 living units located in two
states. The amount of this mortgage loan is $6.9 million. The
interest rate is 8% per year. The maturity of this loan is
June 30, 2004, but SNH expects it may be prepaid as Alterra
sells the mortgaged properties.

The total investment of $67.9 million was funded with cash drawn
under SNH's revolving, unsecured, bank credit facility and from
cash on hand.

Alterra filed for bankruptcy reorganization in January 2003.
Earlier this week, the Alterra Bankruptcy Court approved the
terms of SNH's investment with Alterra, and that approval
includes a decision that payments due to SNH under this lease
and mortgage are accorded priority status under the Bankruptcy
Code. Alterra has stated that it will use the proceeds of this
transaction primarily to refinance maturing debt thereby
furthering its plan for reorganization.

Senior Housing Properties Trust is a real estate investment
trust headquartered in Newton, MA which owns or has mortgage
investments in 143 senior living properties, including
independent living apartments, assisted living facilities,
nursing homes and hospitals, located in 31 states which are
leased or mortgaged to various health care and senior living
operating companies.


ALTERRA HEALTHCARE: AMEX Intends to Strike Shares from Listing
--------------------------------------------------------------
Alterra Healthcare Corporation (AMEX:ALI) received a
notification on February 21, 2003 from the American Stock
Exchange regarding AMEX's intention to file an application with
the Securities and Exchange Commission to strike the Company's
common stock from listing and registration on the AMEX.

The AMEX notification states that the Company has fallen below
the continued listing guidelines set forth in Section 1003(a)(i)
of the AMEX Company Guide with shareholders' equity of less than
$2,000,000 and losses from continuing operations and/or net
losses in two of its three most recent fiscal years and in
Section 1003(a)(ii) with shareholders' equity of less than
$4,000,000 and losses from continuing operations and/or net
losses in three out of its four most recent fiscal years.

In addition, the AMEX notification stated that it appears that
the Company is not in compliance with Section 1003(a)(iv) of the
AMEX Company Guide in that its operating results are
unsatisfactory and its financial condition may be impaired,
raising questions about whether it will be able to continue
operations or meet its obligations as they mature. Finally, the
AMEX notification states that the Company does not meet certain
other continued listing guidelines, and it expresses concern
regarding the low selling price per share of the Company's
common stock for a substantial period of time.

The Company has determined not to appeal the AMEX determination
to seek delisting given the Company's pending Chapter 11
proceeding and its ongoing efforts to develop a plan of
reorganization to, among other things, restructure its junior
capital structure.

Alterra offers supportive and selected healthcare services to
our nation's frail elderly and is the nation's largest operator
of freestanding Alzheimer's/memory care residences. Alterra
currently operates in 24 states.


AMERICAN AIRLINES: Heavy Losses Spur S&P to Cut Ratings to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for AMR
Corp., and subsidiary American Airlines Inc., including lowering
the long-term corporate credit ratings for both entities to 'B-'
from 'BB-' and revised the CreditWatch implications on those
ratings to developing from negative.

"The downgrade reflects continuing heavy losses and diminishing
liquidity, with the potential for a voluntary bankruptcy filing
by midyear if American is not able to negotiate significant
concessions from its labor groups," said Standard & Poor's
credit analyst Philip Baggaley. "Any war between the U.S. and
Iraq, a prospect that has already raised airline fuel prices,
would cause a further erosion of revenues and raise already
high fuel costs (at least for awhile), widening the company's
losses," the credit analyst continued. Fort Worth, Texas-based
American is the world's largest airline, with an extensive route
system and leading or substantial market shares in the U.S.
domestic market, on trans-Atlantic routes, and on routes to
Latin America.

American has accelerated negotiations with its unions and is
seeking about $1.8 billion of annual concessions from employees,
equal to about 21% of 2002 labor expense. This is in addition to
an ongoing program to lower other, nonlabor costs by an eventual
$2 billion annually, compared with pre-September 11, 2001,
expenses (management states that about $900 million of these
savings were reflected already in 2002 results). Although
securing labor concessions outside of bankruptcy has
historically been very difficult for airlines, prospects for
success are bolstered by the severe pay and benefit reductions
that have been negotiated or imposed on employees at bankrupt
competitor United Air Lines Inc., with further concessions
anticipated.

Unrestricted cash and investments were over $1.9 billion at
Dec. 31, 2002, with restricted cash of $775 million. AMR expects
to receive a cash tax refund of over $550 million by the end of
the first quarter of 2003. American's secured bank facility has
no availability and the company will almost certainly be in
violation of a covenant that measures fixed-charge coverage for
the six months through June 30, 2003, which could accelerate
repayment of $834 million of borrowings. If American is able to
reach agreement on substantial cost reductions from its unions,
it appears likely that the banks would be willing to amend the
agreement to waive the violation. If not, American and AMR would
likely choose to file for bankruptcy. AMR would in that case
likely plan to have at least $1 billion of unrestricted cash on
hand, and should be able to arrange a debtor-in-possession
facility as large as United's $1.5 billion in facilities.

Ratings for AMR and American could be lowered if American is not
able to negotiate significant labor concessions to stem its
losses, or if any U.S.-Iraq war and/or renewed terrorism further
erodes the companies' financial position. Alternatively, ratings
could be raised modestly if American is successful in its cost-
cutting efforts.


AMERICAN COUNTRY INSURANCE: S&P Junks Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on American Country
Insurance Co., to 'CCCpi' from 'BBpi'.

"The ratings action is based on ACIC's weak capital, poor
operating performance, and high geographic concentration," said
Standard & Poor's credit analyst Allison MacCullough.

ACIC is a writer of taxicab and limousine insurance and also
offers commercial lines of coverage for artisan contractors,
distributors, and the hospitality industry, including
restaurants. Based in Chicago, Illinois and licensed in 11
states and D.C., it began business in 1961.

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

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


AMERIFIRST FOUNDATION: Case Summary & Largest Unsec. Creditors
--------------------------------------------------------------
Lead Debtor: Amerifirst Foundation, Inc.
             1630 S. Stapley, #219
             Mesa, Arizona 85204

Bankruptcy Case No.: 03-02652

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Planned Giving Advisors, LLC               03-02653
      Simplified Planned Giving Network, LLC     03-02654

Type of Business: Foundation

Chapter 11 Petition Date: February 19, 2003

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtors' Counsel: John R. Clemency, Esq.
                  Todd A. Burgess, Esq.
                  Quarles & Brady Streich Lang LLP
                  Two N. Central, Suite 200
                  Phoenix, AZ 85004-2391
                  Tel: (602) 229-5412

Total Assets: $18,031,145

Total Debts: $16,607,250

A. Amerifirst Foundation's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Quinton Family Ltd.         Charitable gift         $8,968,533
Partnership                annuity
400 West King Street,
Suite 101-2158
Carson City, NV 89703

Marjorie & Reid Olson       Charitable gift         $1,522,953
22509 94th Avenue South     annuity
Kent, WA 98031

Donna Marie Floyd           Charitable gift annuity $1,064,104
William L. Cook
7301 Teasdale Avenue
University City, MO 63130

April E. Kearns             Charitable gift annuity   $632,661
196 Leisure World
Meza, AZ 85206

Robert Binder               Charitable gift annuity   $363,558
10218 Spring Creek Road
Sun Lakes, AZ 85248

Shirley Davis               Charitable gift annuity   $249,993

Gail & Linda Goodman        Charitable gift annuity   $205,465

Lucile & Robert Hicks       Charitable gift annuity   $186,380

Hester Cunningham           Charitable gift annuity   $186,020

Lucile Hicks                Charitable gift annuity   $178,960

Cornelius N. Pestes         Charitable gift annuity   $177,339

Eleanor Fixen               Charitable gift annuity   $141,726

Virginia Schireson          Charitable gift annuity   $171,065

Lucile Hicks                Charitable gift annuity   $170,526

Maryella & Edward Strane    Charitable gift annuity   $159,937

Ruth Smart                  Charitable gift annuity   $145,209

James & Linda Hall          Charitable gift annuity   $136,107

Mary Vickers                Charitable gift annuity   $130,984

Russel & Barbara Jenkins    Charitable gift annuity   $119,660

Helen Brown                 Charitable gift annuity   $107,533

B. Simplified Planned Giving's 12 Largest Unsecured Creditors:


Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
American Express            Trade Debt                  $4,000

George Chant                Wages                       $1,666

Mountain telecommunications Trade Debt                  $1,000

Tom Bishop                  Wages                         $777

QA3 Financial Corp.         Trade Debt                    $500

Carrie Fulghum              Wages                         $323

AT&T                        Trade Debt                    $250

Purchase Power              Trade Debt                    $200

Cox Communications          Trade Debt                    $125

Saddleback Communications   Trade Debt                    $100

Aqua Chill                  Trade Debt                     $40

Interworks/Southwest Link   Trade Debt                     $40


ARIBA: Expects to Complete Accounting Review Before Month-End
-------------------------------------------------------------
Ariba, Inc., (Nasdaq: ARBAE) announced its updated information
concerning the anticipated timing for completion of its ongoing
accounting review and the resumption of its periodic Securities
and Exchange Commission filings. Ariba appeared at the
previously disclosed hearing before a Nasdaq Listing
Qualifications Panel, at which it updated Nasdaq on the status
of its ongoing review of certain accounting matters. Based on
its assessment of the ongoing review to date, Ariba expects that
the review will be completed and that Ariba will be current in
its periodic filings with the SEC before the end of March 2003.
Nasdaq has not yet communicated to Ariba its conclusions from
the hearing, and no assurance can be given that the Nasdaq
Listing Qualifications Panel will accommodate the company's
timeline. As a matter of policy, Ariba does not expect to
provide information about the review until it has been
completed.

Ariba, Inc., is the leading Enterprise Spend Management (ESM)
solutions provider. Ariba helps companies develop and leverage
spend management as a core competency to drive significant
bottom line results. Ariba Spend Management software and
services allow companies to align their organizations with a
spend-centric focus and deploy closed-loop processes for
increased efficiencies and sustainable savings. Ariba can be
contacted in the U.S. at 1-650-390-1000 or at
http://www.ariba.com

                         *     *     *

                 Liquidity and Capital Resources

In its report for the period ended June 30, 2002, filed with the
Securities and Exchange Commission, the Company stated:

"As of June 30, 2002, we had $167.6 million in cash, cash
equivalents and short-term investments, $80.2 million in long-
term investments and $30.6 million in restricted cash, for total
cash and investments of $278.4 million and ($1.4 million) in
working capital. As of September 30, 2001, we had $217.9 million
in cash, cash equivalents and short-term investments, $43.1
million in long-term investments and $32.6 million in restricted
cash, for total cash and investments of $293.6 million and $57.6
million in working capital. Our working capital declined $59.0
million from September 30, 2001 to June 30, 2002, reflecting a
reduction of current assets by $90.8 million (of which $37.1
million related to transfers of investments to non-current
investments due to longer maturities) and a $31.9 million
reduction of current liabilities.

"Net cash used in operating activities was approximately $19.0
million for the nine months ended June 30, 2002, compared to
$17.6 million of net cash provided by operating activities for
the nine months ended June 30, 2001. Net cash used in operating
activities for the nine months ended June 30, 2002 is primarily
attributable to decreases in accounts payable, accrued
compensation and related liabilities, accrued liabilities and
deferred revenue, and to a lesser extent, the net loss for the
period (less non-cash expenses). These cash flows used in
operating activities were partially offset by decreases in
accounts receivable and, to a lesser extent, prepaid expenses
and other assets.

"Net cash provided by investing activities was approximately
$42.8 million for the nine months ended June 30, 2002 compared
to $135.6 million of net cash used in investing activities for
the nine months ended June 30, 2001. Net cash provided by
investing activities for the nine months ended June 30, 2002 is
primarily attributable to the redemption of our investments
partially offset by the purchases of property and equipment.
Although the recent restructuring of our operations will reduce
our capital expenditures over the near term, these expenditures
may increase over the longer term.

"Net cash provided by financing activities was approximately
$8.1 million for the nine months ended June 30, 2002 compared to
$80.5 million of net cash provided by financing activities for
the nine months ended June 30, 2001. Net cash provided by
financing activities for the nine months ended June 30, 2002 is
primarily from the proceeds from the exercise of stock options
offset by the repurchase of our common stock and payment of
capital lease obligations.

"In March 2000, we entered into a new facility lease agreement
for approximately 716,000 square feet constructed in four office
buildings and an amenities building in Sunnyvale, California as
our headquarters. The operating lease term commenced in phases
from January through April 2001 and ends on January 24, 2013.
Minimum monthly lease payments are $2.2 million and will
escalate annually with the total future minimum lease payments
amounting to $347.9 million over the lease term. We also
contributed $80.0 million towards leasehold improvement costs of
the facility and for the purchase of equipment and furniture of
which approximately $49.2 million was written off in connection
with the abandonment of excess facilities. As part of this
agreement, we are required to hold certificates of deposit
totaling $25.7 million as a form of security through fiscal
2013, which is classified as restricted cash on the condensed
consolidated balance sheets. In the quarter ended March 31,
2002, a certificate of deposit totaling $2.5 million as a
security deposit for our headquarters was released.

"Operating lease payments shown above exclude any adjustment for
lease income due under noncancelable subleases of excess
facilities, which amounted to $82.9 million as of June 30, 2002.
Interest expense related to capital lease obligations is
immaterial for all periods presented.

"We do not have commercial commitments under lines of credit,
standby lines of credit, guarantees, standby repurchase
obligations or other such arrangements.

"We expect to incur significant operating expenses, particularly
research and development and sales and marketing expenses, for
the foreseeable future in order to execute our business plan. We
anticipate that such operating expenses, as well as planned
capital expenditures, will constitute a material use of our cash
resources. As a result, our net cash flows will depend heavily
on the level of future sales, our ability to manage
infrastructure costs and our assumptions about estimated
sublease income related to the estimated costs of abandoning
excess leased facilities.

"Although our existing cash, cash equivalent and investment
balances together with our anticipated cash flows from
operations will be sufficient to meet our working capital and
operating resource expenditure requirements for at least the
next 12 months, given the significant changes in our business
and results of operations in the last 12 to 18 months, the
fluctuation in cash, cash equivalents and investments balances
may be greater than presently anticipated. After the next 12
months, we may find it necessary to obtain additional equity or
debt financing. In the event additional financing is required,
we may not be able to raise it on acceptable terms or at all."


ASIA GLOBAL CROSSING: Court Approves Milligan as Bermuda Counsel
----------------------------------------------------------------
Asia Global Crossing Ltd., together with its debtor-affiliates,
obtained from the Court to employ Milligan-Whyte & Smith as
their special Bermuda insolvency counsel to assist them with
their Bermuda insolvency proceedings.

The AGX Debtors will compensate Milligan on an hourly basis, and
will reimburse the firm of actual, necessary expenses and other
charges incurred.  The attorneys and paraprofessionals primarily
involved in providing the services and their current standard
hourly rates are:

      John Milligan-Whyte    Partner            $450
      Tim Fellows, Q.C.      Special Counsel     450
      Lesley Basden          Associate           350
      Jennifer Furbert       Associate           200
(Global Crossing Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


ASSOCIATED INDUSTRIES: S&P Cuts Ratings to Bpi Over Weak Capital
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Associated Industries
Insurance Co., to 'Bpi' from 'BBpi'.

"This rating action was based on AII's weak capital, weak
liquidity, high geographic and product-line concentrations, and
volatile operating performance," said Standard & Poor's credit
analyst Allison MacCullough.

Based in Boca Raton, Florida, AII writes only workers'
compensation insurance. Its products are distributed primarily
through independent general agents. The company, which began
business in 1954, is licensed in Alabama, Florida, Georgia, and
Mississippi.


ATLAS AIR: Initiates Talks with Lenders about Financial Covenant
----------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc., (NYSE:CGO) provided the
following summary of certain of its operating results for the
fourth quarter ending December 31, 2002. The Company also
announced the appointment of Jeffrey H. Erickson to the position
of acting President of Atlas Air Worldwide Holdings. The
Company's third quarter Form 10Q and 2002 Form 10K to the SEC
will be delayed until the ongoing re-audit of its annual
financial results for fiscal years 2000 and 2001 has been
completed.

Chief Executive Officer Richard Shuyler said, "In the fourth
quarter of 2002, both our scheduled service and charter services
benefited from the disruption of port operations on the West
Coast, primarily resulting in stronger yields, as well as strong
demand from the US military. Although Atlas's traditional ACMI
market is still depressed, we have adapted to today's market by
shifting our operations towards maximizing military and
commercial charter opportunities. Military charter demand has
continued into the first quarter of 2003, and our fleet remains
at near capacity operation as a result."

                         Financial Results

For a more detailed update regarding the Company's financial and
operational performance in the fourth quarter 2002, please refer
to the Form 8-K filed Friday by the Company with the SEC.

Total operating revenues for the three months ended December 31,
2002, increased $129.9 million, or 45.8% to $413.7 million,
primarily due to the inclusion of Polar Air Cargo's revenues in
2002 as well as strong military charter demand and commercial
charter demand created by labor disruptions at West Coast ports.
Revenues from traditional ACMI services were down 44.5%, or
$67.8 million, compared to the same period during 2001. However,
revenues from other contract services were up 201.1%, to $26.5
million year-over-year, and revenues from charter services were
up 106.0%, to $153.3 million.

For Atlas Air, operated block hours decreased 0.2% year over
year, from 30,311 block hours operated during the fourth quarter
of 2001, to 30,236 block hours in the same period in 2002. At
Polar, total block hours operated were up 36.5% in the fourth
quarter of 2002, compared to the same period in 2001, increasing
from 10,929 to 14,922. The revenue and block hour information
provided for Polar for the fourth quarter of 2001 does not
include the period prior to Atlas Air Worldwide Holdings'
acquisition of Polar on November 1, 2001.

                           Liquidity

As of December 31, 2002, the Company's cash and investment
balance stood at $254.9 million on a consolidated basis at the
end of the year and $228.4 million at Atlas Air, Inc. As of the
same date, the Company's outstanding long-term debt, including
the current portion, amounted to $930.6 million on a
consolidated basis and $921.3 million at Atlas Air. Total future
payments of long-term lease obligations, as of that date,
amounted to $3.7 billion on a consolidated basis and $2.5
billion at Atlas Air.

       Debt Covenant and Lease Negotiations, Re-Audit Status

Atlas has begun negotiating with some of its aircraft lessors to
reduce or defer operating lease payments relating to five Boeing
747-200 and one Boeing 747-300 aircraft. At this time, Atlas has
not made six lease payments, and may choose to defer others
pending the outcome of the negotiations. After receiving a
notice of lease termination for one Boeing 747-200, Atlas is in
the process of returning that aircraft to its lessor. While the
company is optimistic that the ongoing lease renegotiations will
result in payments that better reflect market conditions, there
can be no assurance that other lessors will not elect to
exercise remedies available to them, including initiating
litigation, under their leases in response to any non-payments.

As previously reported, in January the Company entered into an
agreement with its bank lenders to amend loan agreements to
waive previously announced events of default.  As part of this
amendment, the bank lenders agreed to waive application of
financial covenants contained in the loan agreements through
March 31, 2003.  Atlas Air is currently in discussions with its
lenders to address financial covenant levels beyond March 31,
2003. It is likely that the Company will also have to seek
additional waivers to extend the requirement for providing
financial statements beyond such date.

Information obtained from http://www.LoanDataSource.comshows
that ATLAS AIR, INC., is the Borrower under a FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS OF APRIL 25, 2000 among and
unidentified consortium of Lenders for which DEUTSCHE BANK TRUST
COMPANY AMERICAS serves as the Administrative Agent.  That loan
agreement contains four key financial covenants:

   (1) MINIMUM LIQUIDITY.  Atlas covenants with the Lenders that
       it will not permit its reserve of Unrestricted Cash and
       Cash Equivalents to be less than $200,000,000.

   (2) MINIMUM INTEREST COVERAGE RATIO.  Atlas agrees in the
       near-term that the ratio of (i) Consolidated Adjusted
       EBITDA to (ii) Consolidated Interest Expense will be at
       least:

          For the Fiscal                   Minimum Interest
          Quarter Ending                    Coverage Ratio
          --------------                   ----------------
          December 31, 2002                    1.65:1.00
          March 31, 2003                       2.50:1.00
          June 30, 2003                        2.75:1.00
          September 30, 2003                   2.75:1.00
          December 31, 2003                    2.75:1.00

   (3) MAXIMUM LEVERAGE RATIO.  Atlas promises that it will not
       permit the ratio of (i) Consolidated Total Debt as of
       each date set forth below (less Cash and Cash Equivalents
       held by Company in excess of $25 million as of such date)
       plus seven times Consolidated Rental Payments (for the
       four fiscal quarter period ending with the most recently
       ended fiscal quarter) to (ii) Consolidated Adjusted
       EBITDA plus Consolidated Rental Payments to exceed:

          For the Fiscal                       Maximum
          Quarter Ending                    Leverage Ratio
          --------------                    --------------
          December 31, 2002                    6.75:1.00
          March 31, 2003                       4.25:1.00
          June 30, 2003                        4.25:1.00
          September 30, 2003                   4.25:1.00
          December 31, 2003                    4.00:1.00

   (4) MINIMUM CONSOLIDATED NET WORTH.  Atlas agrees to maintain
       Consolidated Net Worth of no less than:

                                                Minimum
                                             Consolidated
          Testing Date                        Net Worth
          --------------                     ------------
          June 30, 2002                      $400 million
          September 30, 2002                 $380 million
          October 31, 2002                   $385 million
          November 30, 2002                  $385 million
          December 31, 2002                  $400 million
          March 31, 2003                     $450 million
          June 30, 2003                      $450 million
          September 30, 2003                 $450 million
          December 31, 2003                  $450 million
          March 31, 2004                     $450 million
          June 30, 2004                      $450 million
          September 30, 2004                 $450 million
          December 31, 2004                  $450 million
          March 31, 2005                     $450 million

                Commitments and Contingencies

Atlas Air and Boeing have agreed to delay the delivery of one
Boeing 747-400 aircraft, previously scheduled for delivery in
October 2003, until September 2006. The Company has no
obligations or commitments with respect to additional aircraft
deliveries beyond the aircraft referred to here.

                     Regulatory Matters

The SEC notified the Company on October 17, 2002 that an
informal investigation had begun, arising from the Company's
October 16, 2002 announcement that it would restate its
financial results for 2000 and 2001. The SEC has since
formalized that investigation, and required, among other things,
that the Company provide the SEC with certain documents. The
Company intends to continue cooperating fully with the SEC in
its investigation.

Atlas Air Worldwide Holdings, Inc., is the parent company of
Atlas Air, Inc., and of Polar Air Cargo, Inc.  Atlas Air offers
its customers a complete line of freighter services,
specializing in ACMI (Aircraft, Crew, Maintenance, and
Insurance) contracts, utilizing its fleet of Boeing 747
aircraft. Polar's fleet of Boeing 747 freighter aircraft
specializes in time-definite, cost-effective, airport-to-airport
scheduled airfreight service. Polar and Atlas Air are operated
as separate subsidiaries of the Company. For more information,
go to http://www.atlasair.com

As reported in Troubled Company Reporter's January 27, 2003
edition, Standard & Poor's lowered its ratings on Atlas Air
Worldwide Holdings Inc., and subsidiary Atlas Air Inc.,
following news of a payment default on an operating lease
obligation. Ratings on both entities remain on CreditWatch with
negative implications, where they were placed on October 17,
2002.

Standard & Poor's lowered the corporate credit rating to 'CCC-'
from 'B-' and senior unsecured debt to 'CC' from 'CCC'. Pass-
through certificates Series 1998-1, Class A were lowered to 'BB'
from 'BBB', Class B to 'B-' from 'BB-', and Class C to 'CCC+'
from 'B+'. In addition, Series 1999-1, Class A-1 were lowered to
'BB' from 'BBB', Class A-2 to 'BB' from 'BBB', Class B to 'B+'
from 'BB+', and Class C to 'CCC+' from 'B+'. Finally, Series
2000-1, Class A were lowered to 'BB+' from 'BBB+', Class B to
'B+' from 'BB+', and Class C to 'B-' from 'BB-'. The downgrades
of the enhanced equipment trust certificates reflect the
downgrade of Atlas Air Inc.


BEYOND.COM: Judge Morgan Blasts Debtor's Liquidating Plan
---------------------------------------------------------
The Honorable Marilyn Morgan refuses to approve a disclosure
statement filed by Beyond.com Corporation because the
underlying plan is patently unconfirmable.  "The offensive plan
provisions are not unique to this liquidating chapter 11 case
and are not the brainchild of counsel for the debtor, but were
copied from some other plan, apparently confirmed in some other
jurisdiction and circulated as a model of creativity," Judge
Morgan says.

Beyond.com's liquidating chapter 11 plan is not confirmable
chiefly, Judge Morgan opines, because it alters the Bankruptcy
Code in derogation of the notice provisions that provide
fundamental protections for creditors and because its thrust is
to avoid judicial supervision unless it is convenient to the
debtor or its professionals.  Judge Morgan says that the
Bankruptcy Court has a continuing oversight responsibility in
liquidation cases that cannot be selectively invoked.  "In its
exuberance rewriting provisions of the Code, the author of the
proposed plan overlooked the requirements of Sec. 1129(a), which
provide a framework ensuring the integrity of the system.  These
defects cannot be cured," Judge Morgan explains, and won't allow
Beyond.com to "rewrite the Bankruptcy Code to suit its
purposes."

                        Case Background

During the height of the dot-com boomlet, Beyond.com's stock was
publicly traded, raising $185 million from its initial and
secondary offerings and $63 million from convertible notes.  As
of December 31, 2001, Beyond.com showed a net operating loss
carry forward of $316,578,000. Beyond.com filed the bankruptcy
case on January 24, 2002, after it had ceased operations.

The United States Trustee appointed an official unsecured
creditor's committee, consisting of five creditors, on
February 6, 2002.  Although not identified in the debtor's
disclosure statement, the members of the official unsecured
creditor's committee and the amounts of their claims are:

     LaSalle Bank, N.A.               $15,274,000
     Microsoft Corporation            $20,595,308
     Stellent Chicago, Inc.              $100,000
     Sento Corporation                   $107,349
     Right Now Technologies              $200,000

The debtor sold its on-line retail software operations in two
unrelated sales. The eStore business sale to Digital River
closed on March 31, 2002, and the Government Systems business
sale to Softchoice closed on July 31, 2002. The disclosure
statement reveals assets approximating $9,268,397, a
significant portion of which consists of shares of publicly
traded stock, and it estimates liabilities at $47,636,000.  From
the outset, a liquidating plan was the goal of the parties as
the quickest method to distribute funds to creditors.

                     The Liquidating Plan

Beyond.com originally filed its plan on August 9, 2002. The plan
is unusual in that it envisions that the reorganized debtor
would "retain all of the rights, powers, and duties of a trustee
under the Bankruptcy Code."  The debtor's former Chief Operating
Officer, John Barratt, would serve as a Liquidation Manager in
accordance with a Liquidation Manager Agreement not a part of
the court's record.  Barratt's work would be supervised by the
committee pursuant to Committee By-Laws, also not a part of the
court's record.  Among other things, the plan authorizes Barratt
to "hold, sell, enter into derivative contracts for hedging, or
otherwise dispose of the stock" upon majority approval of a
subcommittee consisting of Barratt and two members of the
committee, which is deemed approved twenty-four hours after
written notice to the sub-committee.  Post-confirmation, Barratt
is authorized to retain and pay advisors regarding the stock,
without supervision or limitation. Otherwise, he is authorized
to abandon or sell assets valued at less than $50,000 only on
notice to or with the consent of the committee.

As to the employment of professionals, the disclosure statement,
in a sentence certain to confound, provides:

     From time to time after the Effective Date, the Reorganized
     Debtor and/or the Committee may employ, engage the services
     of and compensate Persons and Professional Persons (which
     may include agents or independent contractors or
     Professional Persons previously or concurrently employed by
     the Committee or previously employed by the Debtor
     including, without limitation, Committee Counsel, Debtor's
     Counsel, Debtor's special counsel, Committee Accountants
     and Debtor's Accountants), reasonably necessary to assist
     the Liquidation Manager in performing his duties under this
     Plan, without the necessity of further authorizations by
     the Bankruptcy Court, provided that the Liquidation Manager
     shall not hire a Professional Person except upon either (1)
     consent of the Committee or (2) Bankruptcy Court
     authorization granted upon no less than ten (10) days
     notice to the Committee and Debtors' Counsel; provided,
     further, after the Confirmation Date, the Reorganized
     Debtor and/or the Committee may retain Debtor's
     accountants, Debtor's Counsel, Debtor's brokers or agents,
     Committee Counsel, Committee's accountants and Committee's
     financial advisor, as professionals without further action
     by the Committee or order of the Bankruptcy Court.

Additionally, Barratt, may either act as the disbursing agent or
engage one.

As to litigation claims, the disclosure statement provides that
all of the estate's claims and causes of action as set forth in
Exhibit "A" (litigation listed in the Statement of Affairs) and
Exhibit "C" attached to the disclosure statement may be asserted
by the Liquidation Manager and the Committee, but that the
debtor has not had an adequate opportunity to complete its
review of these claims and will not have identified all
potential defendants by the time of plan confirmation.  Exhibit
"C" entitled "Retained Claims and Defenses" is a five page
document. The preface to the exhibit explains that "[t]he
inclusion of a particular claim, including but not limited to
claims against insiders and or (sic) officers of the Debtor,
does not indicate an endorsement or opinion on the validity or
merits of a particular claim." Sub-paragraphs (a) through (p)
are generally generic in substance, except that Barratt is
identified by name twice and implicated in a third paragraph. Of
particular concern are the following paragraphs:

     The term "Retained Claims and Defenses" is broadly defined
     in the Plan to mean:

        All claims . . . (including but not limited to those
        arising under Bankruptcy Code sections 542, 543, 544,
        545, 546, 547, 548, 549, 550, 551, and 553), which . . .
        arise out of, or are related to any of the following:

          (a) All claims, causes of action and defenses against
              the current and/or past officers and/or directors
              of the Debtor, including but not limited to . . .
              John Barratt . . . including claims, causes of
              action and defenses arising out of or related to
              breach of duty, negligence, mismanagement and/or
              excessive compensation together with all claims,
              recoveries, and proceeds of and rights in and
              under any insurance policies therefore, including
              but not limited to the Directors and Officers
              Liabilities Insurance policies. . . .

                                     * * *

          (c) All claims causes of action, defenses, rights of
              offset or recoupment, fraudulent transfer claims,
              avoidance and recovery of preferential transfers
              and other bankruptcy avoidance actions, and all
              rights and remedies including contractual
              subordination or equitable subordination of
              claims, against or with respect to current and/or
              past officers and/or directors of the Debtor,
              including but not limited to . . . John Barratt
              . . . with respect to the Executive Trust.

                                     * * *

          (j) All claims and causes of action, including
              bankruptcy avoidance powers, against any
              present or former officer or employee of the
              Debtor on account of payments of salary, severance
              pay, termination pay, employee benefits, or other
              compensation which Debtor paid or became obligated
              to pay within four (4) years prior to the Petition
              Date.

Elsewhere in the disclosure statement the Executive Trust
referenced above is explained.  Prior to the creation of the
Executive Trust, Beyond.com had contracted to pay as severance
one year's salary and bonus totaling $2,300,000 for its five
executives, including Barratt.  According to the disclosure
statement, the Executive Trust was created in November, 2001,
six weeks before filing, to provide a mechanism to fund that
obligation and to revise executive incentives. It is perhaps
noteworthy that the board of directors received advice from
current counsel for the debtor regarding its duties to "various
stakeholders" and that the five executives were represented by
independent counsel.  Merrill, Lynch Trust Co. F.S.B., as
trustee, distributed half of the severance obligations as a
result of certain triggering events, specifically, the filing of
the bankruptcy petition, non-payment of regular executive
compensation, cessation of business and termination of
employment.  The remaining half of the Executive Trust was
funded in January, 2002, when the board of directors authorized
a contract to sell the operating businesses on favorable terms,
but before the filing of the bankruptcy case.  These funds
were to be distributed one half upon consummation of a sale in
excess of $5 million for the eStore business and the remainder
upon consummation of a sale in excess of $5 million for the
Government Systems business.  However, after the filing of the
case, the favorable contract failed and the sales targets
were not met, resulting in the return by Merrill, Lynch of
$1,150,000 to the estate.

The plan also provides that either Barratt or the committee, on
ten days' notice to the other and to a "Post-Effective date
Limited Notice List" could modify or amend the plan or request
"instructions" from the court with respect to "authority to
undertake certain actions or to refrain from taking actions
under this Plan." For these services, Barratt would be paid at
an hourly rate of $225, a minimum monthly payment of $10,000,
for an "initial term" of nine months.

As to the disclosure statement's liquidation analysis, the sole
asserted difference between the costs of liquidating in chapter
11 versus chapter 7 is the assumption that a chapter 7 trustee
would receive the statutory maximum fee of $301,601, while
Barratt's "initial 9 month budget" proposes to cost a mere
$255,000. Post-confirmation legal fees are estimated at $100,000
in the chapter 11 analysis but are estimated at $150,000 in the
chapter 7 analysis.

At the insistence of the United States Trustee, a provision
titled "Channeling of Claims," which purported to preclude post-
confirmation date claims against the estate, the reorganized
debtor and the liquidation manager, was deleted from the final
version of the plan and disclosure statement filed with
the court. However, other provisions remain that attempt to
limit the personal liability of Barratt and the committee for
acts performed in their official capacities.

                         DISCUSSION

Conceptually, Beyond.com's plan and disclosure statement is as
freewheeling with the Bankruptcy Code and Rules as Enron's
accountants were with the tax laws in the 1990s.  There are many
reasons why the disclosure statement before the court should not
be approved.  However, this decision focuses on the requirements
of 11 U.S.C. Sec. 1129(a), specifically Sec. 1129(a)(1),
requiring compliance with the applicable provisions of Title 11,
Sec. 1129(a)(4), requiring that payments for services in
connection with the case be approved by the court as reasonable,
1129(a)(5) requiring disclosure of the identity and affiliations
of individuals proposed to serve as directors, officers or
voting trustees of the debtor and that the appointment or
continuance in such office be consistent with the interests of
creditors and with public policy, and Sec. 1129(a)(11),
requiring that confirmation of the plan not likely be followed
by the need for further financial reorganization.

     1. Compliance with Applicable Provisions of Title 11.

Section 1129(a)(1) provides:

     (a) The court shall confirm a plan only if all of the
         following requirements are met:

         (1) The plan complies with the applicable provisions of
             this title.

This section provides that the bankruptcy court has the power to
confirm a plan only if it complies with applicable provisions of
the Bankruptcy Code.  See In re Lowenschuss, 67 F.3d 1394, 1401
(9th Cir. 1995), cert. denied, 517 U.S. 1243 (1996); In re
Commercial Western Finance Corp., 761 F.2d 1329, 1338 (9th Cir.
1985).

Beyond.com's proposed plan contains numerous provisions that
modify the requirements of the Bankruptcy Code.  Of greatest
concern to the court are those provisions that dramatically
reduce notice to creditors of matters that the drafters of the
Bankruptcy Code and Rules considered fundamental to bankruptcy
due process.  Notice, after all, is the cornerstone underpinning
bankruptcy procedure.  In re Savage Industries, Inc., 43 F.3d
714, 720 (1st Cir. 1994); In re Hexcel Corp., 239 B.R. 564, 567
(N.D. Cal. 1999).  For example, the plan grants the Liquidation
Manager the authority under the plan to dispose of property and
to engage in agreements without court order or compliance with
Sec. 554 and Bankruptcy Rule 6007 regarding the abandonment of
property of the estate, Secs. 327 and 330 and Bankruptcy Rules
2002, 2014, and 2016 regarding the retention and compensation of
professionals, Sec. 1127 regarding modification of the confirmed
plan, Sec. 363 and Bankruptcy Rules 2002 and 6004 regarding the
sale of property of the estate, and Bankruptcy Rules 2002 and
9019 regarding compromises or settlements of controversies.  The
modifications to the applicable provisions of title 11 are not
minor, ministerial or simply pragmatic.  In effect, the plan
affords the reorganized debtor the prerogative to comply
selectively with the provisions of the Bankruptcy Code and Rules
without judicial supervision.  A more cynical view suggests that
providing the least notice to the fewest people reduces
oversight.  Accordingly, the plan fails to satisfy the
requirements of Sec. 1129(a)(1).

     2. Approval by the Court of Services in
        Connection with the Case as Reasonable.

Section 1129(a)(4) provides:

     Any payment made or to be made by the proponent, by the
     debtor, or by a person issuing securities or acquiring
     property under the plan, for services or for costs and
     expenses in or in connection with the case, or in
     connection with the plan and incident to the case,
     has been approved by, or is subject to the approval of, the
     court as reasonable.

This section mandates full disclosure of all payments for
services, costs, and expenses in connection with the case and
subjects the reasonableness of these payments to the scrutiny
and approval of the court.  In re Future Energy Corp., 83 B.R.
470, 488 (Bankr. S.D. Ohio 1988).  It ensures compliance with
the policies of the Code that the bankruptcy court should police
the awarding of fees in title 11 cases and that holders of
claims and interests should have the benefit of information that
might affect the claimants' decision to accept or reject the
plan.  Id.  The requirements under Sec. 1129(a)(4) are two-fold.
First, there must be disclosure.  Second, the court must approve
of the reasonableness of payments.  7 Collier on Bankruptcy par.
1129.03[4].  Here, the debtor's plan can't estimate the cost of
services because it is premature. The debtor has not yet
announced what litigation it will pursue. At a minimum, however,
there appears to be a likelihood of significant litigation over
the Digital River sale, the Executive Trust, and possibly the
Softchoice sale.  As a result, the generalized projection
provided to creditors in the liquidation analysis of the
disclosure statement may become so understated as to be
meaningless.  The plan fails to satisfy the requirements
of Sec. 1129(a)(4).

     3. Disclosure of Identity and Affiliations of
        Individuals and Governance Consistent
        with the Interests of Creditors and Public Policy.

Section 1129(a)(5) provides:

     (A) (i) The proponent of the plan has disclosed the
             identity and affiliations of any individual
             proposed to serve, after confirmation of the plan,
             as a director, officer, or voting trustee of the
             debtor, an affiliate of the debtor participating in
             a joint plan with the debtor, or a successor to the
             debtor under the plan; and

        (ii) the appointment to, or continuance in, such office
             of such individual, is consistent with the
             interests of creditors and equity security holders
             and with public policy. . . .

This section contains a blend of disclosure and substantive
requirements.  7 Collier on Bankruptcy par. 1129.03[5](15th ed.
rev. 2002).

While the disclosure statement identifies Barratt as the initial
Liquidation Manager, it fails adequately to disclose his
affiliations.  In particular, it fails to disclose the terms of
the agreement that governs Barratt's duties.  As a former
executive of the debtor, Barratt is subject to potential
conflicts of interest, particularly with respect to the
administration of the Executive Trust.  Notably, the Executive
Trust was created as a vehicle that allowed Beyond.com
executives, presumably including Barratt, to receive 50% of
their "golden parachutes," an amount substantially in excess of
the less than 20% distribution anticipated to other unsecured
creditors of the estate.  Barratt and the committee have the
responsibility of deciding whether to sue the executives to
recover the funds.

Under the plan, the official committee of unsecured creditors is
charged with monitoring and supervising the activities of the
Liquidation Manager.  While the express language of Sec.
1129(a)(5)(A)(i) does not require it, some courts have extended
the reach of the section to include individuals such as the
committee members in this case.  Id. at par. 1129.03[5][a].
See, e.g., In re Valley View Shopping Center, L.P., 260 B.R. 10,
23 (Bankr. D. Kan. 2001); In re Holley Garden Apartments, Ltd.,
238 B.R. 488, 493 (Bankr. M.D. Fla. 1999).  But see In re Eagle-
Picher Industries, Inc., 203 B.R. 256, 267 (S.D. Ohio 1996).
The disclosure statement fails to disclose the identities or
affiliations of the members of the official committee of
unsecured creditors.  It also fails to disclose the terms of the
committee's bylaws, which generally dictate its duties and rules
of governance.

Once disclosed, the court makes a substantive determination
under Sec. 1129(a)(5)(A)(ii) whether post-confirmation
management serves the interests of creditors and equity security
holders and is consistent with public policy.  See In re
Sovereign Group, 1984-21 Ltd., 88 B.R. 325, 329 (Bankr. D.
Colo. 1988).  Continued service by prior management may be
inconsistent with the interests of creditors, equity security
holders, and public policy if it directly or indirectly
perpetuates incompetence, lack of discretion, inexperience, or
affiliations with groups inimical to the best interests of the
debtor.  In re Polytherm Industries, Inc., 33 B.R. 823, 829
(W.D. Wis. 1983).  While the court is not prepared to find
that the service of Barratt as Liquidation Manager is unfit, or
that management by Barratt or the committee is contrary to the
interests of parties in this case or against public policy, the
disclosures to date are insufficient to enable the court to
conclude that the converse is true.

Without adequate disclosures, the court cannot conduct an
intelligent analysis of whether the continuance of those parties
in their roles is consistent with the interests of creditors and
equity security holders and with public policy.  Based on the
record presently before the court, it appears there are
insufficient safeguards with respect to post-confirmation
governance of the debtor to ensure that the interests of
creditors and equity security holders are protected.  For these
reasons, the requirements of Sec. 1129(a)(5) have not been
satisfied.

     4. Not Likely to be Followed by the Need
        for Further Financial Reorganization.

Section 1129(a)(11) provides:

     (11) Confirmation of the plan is not likely to be followed
          by the liquidation, or the need for further financial
          reorganization, of the debtor or any successor to the
          debtor under the plan, unless such liquidation or
          reorganization is proposed in the plan.

The feasibility requirement requires courts to scrutinize
carefully the plan to determine whether it offers a reasonable
prospect of success and is workable.  In re Acequia, Inc., 787
F.2d 1352, 1364 (9th Cir. 1986); 7 Collier on Bankruptcy par.
1129.03[11].  The Bankruptcy Code does not allow modification
after substantial consummation, which generally occurs soon
after the effective date.  However, the proposed plan expressly
anticipates modification and implements procedures for
modification.  Plan modification necessarily requires further
financial reorganization.  See In re Hoffman, 52 B.R. 212, 215
(Bankr. D. N.D. 1985).  For this reason, the requirements of
Sec. 1129(a)(11) are not met.


BRANT POINT: Fitch Affirms BB Rating on Class D Sr Secured Notes
----------------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by Brant Point
CBO 1999-1, Ltd. These affirmations are the result of Fitch's
annual review process. The following rating actions are
effective immediately:

     -- $48,750,000 class C third priority senior secured notes
        'BBB-';

     -- $18,118,214 class D fourth priority senior secured notes
        'BB'.

Fitch does not rate the class A or class B notes of Brant Point.

Brant Point is a collateralized bond obligation managed by
Sankaty Advisors, Inc.  Fitch has reviewed in detail the
portfolio performance of Brant Point. In conjunction with this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

The Brant Point portfolio has experienced some deterioration
since its inception with a cumulative reduction in its
overcollateralization levels of between 6% and 8% on average.
The current portfolio has 7% in defaulted securities and 12% in
securities rated 'CCC+' or lower (excluding defaults). Sankaty
has been successfully managing this portfolio, trading premium
securities and reinvesting the proceeds in par assets without
further reducing the credit quality of the portfolio. Despite
some of the deterioration in the portfolio, Brant Point is
performing well due to some of the deal's structural features,
including the ability of the asset manager to keep equity
distributions in the deal and a $10 million interest reserve
account that is still fully available, is not included in the
coverage test calculations and provides additional support to
the deal in the event that a coverage test is breached. Very few
other transactions of this vintage contain the same interest
reserve account feature.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the class C and D notes still reflect the current
risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


BUDGET GROUP: Court Fixes April 30, 2003 as Claims Bar Date
-----------------------------------------------------------
Budget Group Inc., and its debtor-affiliates sought and obtained
a Court order establishing April 30, 2003 at 4:00 p.m. as the
final date and time for filing proofs of claim on account of
claims arising, or deemed to have arisen prior to the Petition
Date.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, relates that the Bar Date Order provides
that each person or entity that asserts a Prepetition Claim
against any of the Debtors must file a separate and original
proof of claim that substantially complies with Official
Bankruptcy Form 10 against that Debtor so as to be received on
or before the Bar Date by Trumbull Services, LLC, the Court
approved claims and noticing agent in these Chapter 11 cases.
Proofs of Claim will be deemed timely filed only if actually
received by Trumbull on or prior to the Bar Date.

These persons or entities are not required to file a Proof of
Claim on or before the Bar Date:

  A. any person or entity that has already properly filed a
     Proof of Claim against one or more of the Debtors with
     Trumbull or the Clerk of the Court for the United States
     Bankruptcy Court for the District of Delaware;

  B. any person or entity:

     1. whose claim is listed in the Schedules or any of its
        amendments;

     2. whose claim is not described in the Schedule as
        "disputed," "contingent," or "unliquidated,"; or

     3. who does not dispute the amount or classification of its
        claim as set forth in the Schedules;

  C. professionals retained by the Debtors or the Committee
     pursuant to orders of this Court who assert administrative
     claims for fees and expenses subject to the Court's
     approval pursuant to Sections 330, 331(a) and 503(b) of
     the Bankruptcy Code;

  D. any person or entity that asserts an administrative expense
     claim against the Debtors pursuant to Section 503(b) of the
     Bankruptcy Code;

  E. the Debtors' current officers and directors who assert
     claims for indemnification and contribution arising as a
     result of these officers or directors' services to the
     Debtors;

  F. any person or entity whose Prepetition Claim is limited
     exclusively to a claim for the repayment by the applicable
     Debtor of principal, interest and other applicable fees and
     charges on or under the 9.125% Senior Notes due April 1,
     2006, the 6.85% Convertible Subordinated Notes due
     April 29, 2007, the 6.25% Remarketable Term Income
     Deferrable Equity Securities or the indentures in respect
     of any of these securities and notes; provided, however,
     that:

     1. these securities and notes do not apply to the indenture
        trustees under the Indentures;

     2. the indenture trustees under the Indentures are required
        to file Proofs of Claim on account of Note Claims under
        the applicable Note Instruments on or before the Bar
        Date; and

     3. any holder of the 9.125% Notes, the 6.85% Notes and the
        6.25% Notes that wishes to assert a Prepetition Claim
        against the Debtors arising out of or relating to a Note
        Instrument, other than a Note Claim, is required to file
        a Proof of Claim on account of the claim on or before
        the Bar Date;

  G. any Debtor asserting a claim against another Debtor;

  H. any direct or indirect non-debtor subsidiary of a Debtor
     asserting a claim against a Debtor; and

  I. any person or entity whose claim against the Debtors has
     been allowed by an order of the Court entered on or before
     the Bar Date.

The Debtors propose that any person or entity that asserts a
claim against them arising from the rejection of an executory
contract or unexpired lease where the order authorizing the
rejection is entered on or before February 28, 2003 must file a
Proof of Claim based on the rejection on or before the Bar Date.
Any person or entity that asserts a claim against the Debtors
arising from the rejection of an executory contract or unexpired
lease where the order authorizing the rejection is entered after
February 28, 2003 must file a Proof of Claim on or before the
date as the Court may fix.

Mr. Brady tells the Court that the Debtors do not intend for the
Bar Date to apply to the filing of proofs of interest.  Under
the Bar Date Order, any person or entity holding an equity
interest in the Debtors, whose interest is based exclusively on
the ownership of common or preferred stock in the Debtors, or
warrants or rights to purchase, sell or subscribe to the stock,
need not file a Proof of Claim based solely on account of the
Interest Holder's ownership of the Debtors' stock.  However, any
Interest Holder who wishes to assert a claim against any of the
Debtors based on transactions in the Debtors' securities
including claims for damages or rescission based on the purchase
or sale of the Debtors' securities must file a Proof of Claim on
or before the Bar Date.

The Bar Date Order also provides that in case the Debtors amend
their Schedules subsequent to giving notice of the Bar Date, the
Debtors will give notice of any amendment to the persons or
entities affected, and the persons or entities will be afforded
20 days from the date the notice is given in accordance with
Del. Bankr. L.R. 1009-2 to file Proofs of Claim, if necessary,
or be forever barred from doing so.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any person or entity that is required to file a
timely Proof of Claim in the form and manner specified in the
Bar Date Order and that fails to do so on or before the Bar
Date:

    -- will be forever barred, estopped and enjoined from
       asserting the claim against the Debtors;

    -- will not, with respect to the claim, be treated as a
       creditor of the Debtors for the purpose of voting on any
       plan in these proceedings; and

    -- will not receive or be entitled to receive any payment or
       distribution of property from the Debtors or their
       successors or assigns with respect to the claim.

The Debtors intend to provide notice of the Bar Date by mailing
a copy of the Bar Date Notice together with a Proof of Claim
form by United States mail, first class postage prepaid, to
these persons and entities:

    -- the Office of the United States Trustee;

    -- counsel to the Committee;

    -- counsel to the Agent for the Debtors' prepetition secured
       lenders;

    -- counsel to the Agents for the Debtors' postpetition
       debtor-in-possession financing lenders;

    -- all persons and entities who have requested notice
       pursuant to Bankruptcy Rule 2002 as of the date of the
       Bar Date Order;

    -- all persons or entities listed in the Schedules;

    -- all known parties to executory contracts or unexpired
       leases with the Debtors;

    -- all known holders of equity securities in the Debtors as
       of the Petition Date;

    -- all indenture trustees under the Indentures;

    -- all taxing authorities for the jurisdictions in which the
       Debtors maintained assets or conducted business up to one
       year prior to the Petition Date;

    -- all known holders of Prepetition Claims against the
       Debtors and their counsel, if known; and

    -- all of the Debtors' current employees and all persons
       employed by the Debtors up to one year prior to the
       Petition Date.

In addition to the Bar Date Notice, the Debtors also intend to
provide all:

    -- Employees with a memorandum, describing the circumstances
       in which Employees may need to file Proofs of Claim;

    -- parties to executory contracts and unexpired leases
       assumed and assigned by the Debtors to Cherokee pursuant
       to the Asset & Stock Purchase Agreement with a
       memorandum, addressing the need for the contract parties
       to file Proofs of Claim;

    -- creditors whose claims against the Debtors were assumed
       by Cherokee pursuant to the ASPA with a memorandum,
       addressing the need for the creditors to file Proofs of
       Claim; and

    -- persons or entities who have already properly filed a
       Proof of Claim against the Debtors with a memorandum,
       informing the creditors that they need not file another
       Proof of Claim.

Furthermore, the Debtors intend to provide notice of the Bar
Date to unknown creditors by publishing a copy of the notice at
least once 30 days prior to the Bar Date in the national and
global editions of The Wall Street Journal and in the national
editions of The New York Times and USA Today.  In the Debtors'
judgment, these publications are likely to reach the widest
possible audience of creditors who may not otherwise have notice
of these proceedings.

The Bar Date Notice and the Publication Notice will:

    -- set forth the Bar Date;

    -- advise creditors under what circumstances they may file a
       Proof of Claim in respect of a Prepetition Claim under
       Bankruptcy Rules 3002(a) and 3003(c)(2) or an order of
       this Court, as applicable;

    -- alert creditors to the consequences of failing to timely
       file a Proof of Claim, as set forth in Bankruptcy Rule
       3003(c)(2) or an order of this Court, as applicable;

    -- set forth the address to which Proofs of Claim must be
       sent for filing; and

    -- notify creditors that:

       1. Proofs of Claim must be filed with original
          signatures; and

       2. facsimile or e-mail filings of Proofs of Claim are not
          acceptable and are not valid for any purpose.

The Debtors assert that the Bar Date Notice and the Publication
Notice will provide creditors with sufficient information to
file properly prepared and executed Proofs of Claim in a timely
manner. (Budget Group Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BURLINGTON INDUSTRIES: BIT Hires Southern Caswell as Auctioneers
----------------------------------------------------------------
Debtor B.I. Transportation seeks the Court's authority to employ
and retain Southern Caswell Auctioneers, Inc., as auctioneers
for
the sale of certain excess equipment and personal property.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, informs the Court that B.I. Transportation
is seeking to sell certain tractors, tanker trailers, and
related items -- the "Rolling Stock" -- and miscellaneous
equipment, personal property and vehicles.  B.I. Transportation
does not believe that it would be cost effective to seek to sell
each Asset by private sale.

Accordingly, B.I. Transportation is seeking to retain SCA to
sell the Assets at auction pursuant to the Personal Property
Auction Contracts between B.I. Transportation and SCA, dated
January 31, 2003.  "Pursuant to the SCA Contracts, SCA will
conduct two auctions of the Assets," reveals Mr. DeFranceschi.

The Debtors estimate that the Auctions will produce between
$150,000 and $230,000 in gross proceeds.  At the conclusion of
each Auction, SCA will be entitled to a commission equal to 8%
of the gross proceeds of each Auction.

Mr. DeFranceschi adds that SCA will also provide these services:

    (a) advertise the Auctions in local publications, flyers and
        on SCA's Internet website;

    (b) tag the Assets for proper identification; and

    (c) keep proper records of the sales completed at the
        Auctions, which will be provided to B.I. Transportation
        at the conclusion of the Auctions.

SCA has nearly 30 years of experience in conducting auctions of
items and has successfully completed over 500 auctions.  In
addition, because of its longevity and experience, SCA has
significant contacts in the community and surrounding areas
where the Assets are located.  Accordingly, B.I. Transportation
believes that SCA is well qualified to be retained as its
auctioneer for the Assets.

Harvey L. Tate, the owner of SCA, informs Judge Newsome that SCA
does not represent or hold any interest adverse to the Debtors
or their estates with respect to the matters on which it is to
be employed.  Furthermore, SCA does not have any connection with
any creditor or other parties-in-interest, or their attorneys or
accountants, or the U.S. Trustee or any of its employees except
as set forth in his Affidavit.

Under the SCA Contracts, and upon the Court's approval, SCA is
entitled to payment of the Commission upon the conclusion of
each Auction.  Mr. DeFranceschi submits that the Commission is a
reasonable and customary fee for SCA's services with respect to
a sale of the magnitude of the sale of the Assets.

Thus, B.I. Transportation seeks a Court Order:

    (a) authorizing the Debtors to retain and employ SCA as
        their auctioneer to facilitate the sale of the Assets,
        pursuant to Section 327(a) of the Bankruptcy Code; and

    (b) pay to SCA the Commission without further application to
        or order of the Court. (Burlington Bankruptcy News,
        Issue No. 27; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1) are
trading at about 38 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CABLE SATISFACTION: Brings-In Rothschild for Financial Advice
-------------------------------------------------------------
Cable Satisfaction International Inc., has retained the services
of Rothschild as financial advisor and formed a Special
Committee of its Board of Directors. The mandate of the Special
Committee is to review and evaluate the alternatives for meeting
the financial needs of the Company and its subsidiary Cabovisao
- Televisao por Cabo, S.A., and to negotiate with secured
lenders, noteholders and potential investors. Alternatives
include a debt restructuring, recapitalization, potential
capital infusion or other types of transactions, including a
possible court supervised restructuring. In its capacity as
financial advisor, Rothschild will advise and make
recommendations to the Special Committee during this process.
There can be no assurance as to the outcome of the Company's
discussions with secured lenders, noteholders and potential
investors.

The Company did not make the scheduled March 3rd 2003 interest
payment on its 12.75% Senior Notes due 2010.  Under the
indenture governing the notes, the Company has a 30-day grace
period until March 31, 2003 to make the payment in order to
avoid an event of default.  Concurrently, the Company announced
a further extension of waivers pertaining to its secured bank
debt until March 26, 2003.

Csii is in discussions with secured lenders, its noteholders and
potential investors. The objective of these discussions is to
reach a consensual agreement on a long-term solution to the
Company's financial requirements and those of Cabovisao.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services,
high-speed Internet access, telephony and high-speed data
transmission services to homes and businesses in Portugal
through a single network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CEDRIC KUSHNER: Sept. 30 Working Capital Deficit Tops $7 Million
----------------------------------------------------------------
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.


CELLSTAR CORP: Says Funds Sufficient to Meet Cash Requirements
--------------------------------------------------------------
CellStar Corporation (Nasdaq: CLST) announced results for the
fiscal year and fourth quarter ended November 30, 2002. For the
fiscal year ended November 30, 2002, the Company reported
revenues of $2.2 billion compared to $2.4 billion for fiscal
2001. The Company reported a consolidated net loss of $29.9
million for fiscal 2002 compared to $0.6 million of consolidated
net income for fiscal 2001. The Company's results include non-
cash tax provisions of $44.2 million related to a change in
accounting treatment for undistributed earnings, of which $42.2
million related to the Company's operations in the Asia Pacific
Region and $2.0 million related to operations in Sweden, The
Netherlands and Colombia. Excluding the non-cash tax provisions,
the Company earned net income of $14.3 million for the year
ended November 30, 2002.

For the fourth quarter of fiscal 2002, the Company reported a
consolidated net loss of $41.6 million compared to a net loss of
$1.4 million in the fourth quarter of fiscal 2001. Excluding the
non-cash tax provisions in 2002, the Company reported
consolidated net income of $2.6 million for the fourth quarter
of 2002.

The number of fully diluted shares the Company uses to determine
per-share data varies depending on whether the Company reports
net income or a net loss. When reporting per-share losses, the
Company uses approximately 12 million shares. However, the
Company uses approximately 20 million shares when reporting per-
share income in the fourth quarter of 2002, the difference
primarily being the effect of the convertible bonds issued upon
completion of the exchange offer earlier in fiscal 2002.

For fiscal 2002, the net loss per share was $2.44 compared to
net income of $0.05 per fully diluted share in 2001. For the
fourth quarter of fiscal 2002, the Company reported a
consolidated net loss of $3.29 per share, compared to the fourth
quarter of fiscal 2001 when the Company reported a consolidated
net loss of $1.4 million, or $0.12 per share.

Revenues for the fourth quarter ended November 30, 2002, were
$471.1 million, compared to $605.3 million for the fourth
quarter of fiscal 2001. The decline was due to changes in market
conditions in Asia, soft holiday sales and operations exited
earlier in the year. In China, the market share for lower-end
product produced by local Chinese manufacturers increased
significantly during fiscal 2002. As a result, CellStar's
revenues in China have been materially impacted because the
Company primarily distributes higher-end products in China.

"Despite our disappointment in fourth quarter revenues,
particularly in China, we are pleased to report a profit for
fiscal 2002, excluding the non- cash tax provisions. 2002 was a
very challenging year in the wireless communications business,"
said Chief Executive Officer, Terry Parker. "We have stressed
all year long that we should be measured on operating results
and not top line growth, and, excluding the non-cash tax
provisions in the fourth quarter, we have delivered."

In the quarter ended November 30, 2002, the Company recorded
U.S. Federal income taxes on the undistributed earnings of the
Asia Pacific Region of approximately $42.2 million, resulting
from a change in its historical accounting treatment for
undistributed earnings of its Asia Pacific Region subsidiaries.
The Company recently announced that it intends to pursue a
possible initial public offering in Asia of its China, Hong Kong
and Taiwan operations in 2003. The offering is designed to allow
the Company to withdraw and return to the U.S. some or all of
the value of those operations, which the Company believes is not
currently reflected in the market price of the Company's stock.
As a result, the Company is required by generally accepted
accounting principles to account for the earnings in its Asia
Pacific Region as no longer permanently reinvested. Prior to the
fourth quarter of 2002, the Company did not provide for U.S.
Federal income taxes or tax benefits on the undistributed
earnings or losses of its international subsidiaries because
earnings were reinvested and, in the opinion of management,
would continue to be reinvested indefinitely. Accordingly, there
was no liability recorded for such potential U.S. Federal income
taxes.

The non-cash tax provisions made in the fourth quarter were for
book purposes only, and payment of taxes, if any, would be due
only upon realization of the proceeds from an offering or
otherwise upon the return of earnings to the U.S. The Company
has net operating loss carryforwards in the U.S. of
approximately $70 million and believes it will be able to
utilize a significant portion of these net operating loss
carryforwards to offset the taxes payable in the event a
transaction is completed.

Therefore, the Company does not expect the payment of any taxes
associated with the possible offering to significantly impact
the cash position of the Company. Furthermore, the Company will
have cash proceeds from any such transaction to fund the actual
payment of such taxes.

"We are taking this step to enhance the Company's financial
position as well as its market valuation. We have made an
investment in our Greater China Operations and built a
substantial market share. However, because we believe the value
of our Greater China Operations is not adequately reflected in
the price of our stock today on the U.S. stock market, our
stockholders have not received the benefit of this investment,"
said Mr. Parker. "We believe the unfamiliarity with the China
marketplace and a fear of the political climate in China causes
U.S. investors to heavily discount the value of the operation.
Therefore, we feel it is appropriate to consider an offering on
an Asian stock exchange so the operation can be valued on its
own merits."

There can be no assurance that the proposed initial public
offering will occur. Any securities that may be offered in the
United States will not be 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 the registration
requirements. Securities laws restrict the disclosure of
information about the initial public offering at this time. The
Company will make announcements about the initial public
offering when it is permitted under applicable securities laws.

Consistent with the change in historical accounting treatment
for undistributed earnings discussed above, the Company also
recorded a $2.0 million non-cash tax provision in the fourth
quarter of 2002 for the undistributed earnings from Sweden, The
Netherlands and Colombia. These previously undistributed
earnings are no longer considered permanently reinvested
following the Company's evaluations of these markets.

Gross profit declined from $135.8 million in fiscal 2001 to
$130.8 million in 2002, while gross margin improved to 5.9% from
5.6% in 2001. Gross profit for the fourth quarter was $26.4
million compared to $35.7 million in the fourth quarter of last
year, and gross margin was 5.6% compared to 5.9% in 2001.

Selling, general and administrative (SG&A) expense was $112.7
million or 5.1% of revenues in fiscal 2002 compared to $113.8
million or 4.7% of revenues in fiscal 2001. SG&A decreased
primarily as a result of exited operations and a decrease in bad
debt partially offset by increases in insurance premiums and
senior management transition costs. SG&A expense was $21.8
million or 4.6% of revenues for the fourth quarter of 2002
compared to $32.9 million or 5.4% of revenues for the fourth
quarter of 2001. SG&A decreased primarily as a result of exited
operations, lower bad debt expense and payroll costs.

Interest expense for fiscal 2002 was $7.6 million compared to
$15.4 million in 2001. For the fourth quarter of fiscal 2002 and
2001, interest expense was $1.2 million and $2.9 million,
respectively. The variances are due primarily to the accounting
for interest expense on bonds issued upon completion of the
exchange offer on February 20, 2002. Generally accepted
accounting principles require that the gain on the securities
retired be reduced by the amount of the future interest payments
on the new securities issued.

                    Consolidated Balance Sheet

Cash, cash equivalents, and restricted cash at the end of the
fourth quarter declined to $53.0 million from $77.4 million at
the end of the preceding quarter. The decline was a result of
cash used for the retirement of the 5% Convertible Subordinated
Notes that matured on October 15, 2002, lowering of the
Company's domestic credit line borrowings, and reduction of
loans outstanding in Asia.

Accounts receivable were $175.1 million at the end of the fourth
quarter, compared to $181.4 million at the end of the third
quarter. Accounts receivable were down $40.9 million or 19% from
the fourth quarter of 2001, primarily due to the conversion of a
major customer to consignment. Accounts receivable days sales
were 33.2 compared to 31.5 in the third quarter, but were still
better than the Company's target range of 35 to 40 days.

Inventory at the close of the fourth quarter was $163.2 million
compared to $165.3 million at the end of the third quarter and
turned at an annualized rate of 9.7 times. Inventories were down
$55.7 million or 25% from November 30, 2001, due largely to the
conversion of a major customer to consignment as well as overall
improved inventory management.

For the full year, the Company generated cash flow from
operations of $37.2 million. In the fourth quarter, cash flow
from operations was $20.2 million.

"During 2002, CellStar had many significant achievements. We
were profitable excluding the non-cash tax provisions, completed
the exchange offer, exited some under performing markets and
completed an extensive evaluation of several other markets,"
said Robert Kaiser, Senior Vice President and Chief Financial
Officer. "We are pleased with the overall improvements in our
operating performance. CellStar's balance sheet and liquidity
are strong, and we believe projected cash flows from our
operations combined with our credit facility are sufficient to
meet our cash requirements for the foreseeable future."

                         Liquidity

As of November 30, 2002, the Company had borrowed $23.1 million
under its domestic revolving credit facility compared to $29.9
million at the end of the third quarter of 2002.  The Company
also had $30.3 million in loans to support its China operations,
which were partially collateralized by restricted cash of $23.3
million.

Long-term debt on November 30, 2002 consisted of $12.4 million
of Senior Subordinated Notes that mature in January 2007.

                         Handset Data

CellStar handled 3.7 million handsets (including 0.8 million
consignment units) in the fourth quarter of fiscal 2002 compared
to 5.0 million (including 1.2 million consignment units) in the
fourth quarter last year and 4.0 million (including 0.7 million
consignment units) in the third quarter of 2002. The average
selling price of handsets in the fourth quarter was $145,
compared to $141 the fourth quarter a year ago and slightly
lower than $147 in the third quarter this year.

CellStar Corporation is a leading global provider of value added
logistics and distribution services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe. CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers. In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers. For the year ended November 30,
2002, the Company generated revenues of $2.2 billion. Additional
information about CellStar may be found on its Web site at
http://www.cellstar.com

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit rating on CellStar Corp., to
'SD' (selective default) from 'CCC-' and removed its ratings
from CreditWatch, where they had been placed with negative
implications on Sept. 6, 2001.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.


CENDANT MORTGAGE: Fitch Rates Class B-4 and B-5 Certs. at BB/B
--------------------------------------------------------------
Cendant Mortgage Capital LLC $274.6 million mortgage pass-
through certificates, series 2003-1 classes A-1 through A-10, P,
X, and R certificates (senior certificates) are rated 'AAA' by
Fitch Ratings. In addition, Fitch rates the $12.4 million class
B-1 certificates 'AA', $1.4 million class B-2 certificates 'A',
$1.2 class B-3 certificates 'BBB', $550,299 class B-4
certificates 'BB' and $412,724 class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 4.50% class B-1, the 0.50% class
B-2, the 0.45% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.20% privately
offered class B-6 (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 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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the servicing capabilities of Cendant Mortgage Corporation,
which is rated 'RPS1-' by Fitch.

The mortgage pool consists of 615 one- to four-family
conventional, fixed rate mortgage loans secured by first liens
on residential mortgage properties. As of the cut-off date
(Feb. 1, 2003), the mortgage pool has an aggregate principal
balance of approximately $275,149,326, a weighted average
original loan-to-value ratio (OLTV) of 70.00%, a weighted
average coupon of 6.165%, a weighted average remaining term of
351 months and an average balance of $447,397. The loans are
primarily located in California (25.81%), New Jersey (14.37%)
and New York (9.52%).

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by
Cendant Mortgage Corporation. Any mortgage loan with an OLTV in
excess of 80% is required to have a primary mortgage insurance
policy. Approximately 2.64% of the mortgage loans are pledged
asset loans. These loans referred to as 'Additional Collateral
Loans', are secured by a security interest, normally in
securities owned by the borrower, which generally does not
exceed 30% of the loan amount. Ambac Assurance Corporation
provides a limited purpose surety bond, which guarantees that
the Trust receives certain shortfalls and proceeds realized from
the liquidation of the additional collateral, up to 30% of the
original principal amount of that Additional Collateral Loan.

Citibank N.A. will act as the Trustee of the trust. For federal
income tax purposes, an election will be made to treat the trust
fund as a real estate mortgage investment conduit.


CHAMPION ENTERPRISES: S&P Cuts Rating to B+ over Restructuring
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Champion Enterprises Inc.,and its subsidiary, Champion Home
Builders Co. At the same time, the ratings are removed from
CreditWatch with negative implications, where they were placed
August 14, 2002, following an announced restructuring. The
outlook is negative.

The rating actions follow the company's recent earnings
announcement, which reflected a weaker-than-expected fourth
quarter, driven by continued losses within Champion's retail
division, additional charges related to realignment efforts, and
the carrying costs associated with the company's new finance
arm. Standard & Poor's believes the company has adequate
liquidity to support the revised ratings, given current
unrestricted cash balances and revolver capacity, the absence of
any near-term debt maturities and minimal capital expense needs
for the coming year. However, given continued slippage in
shipment levels -- the result of limited consumer financing
availability and competition from repossessions -- conditions
will remain challenging for Champion, the industry's largest
producer.

Auburn Hills, Michigan-based Champion, was an aggressive
consolidator during the late 1990s when the industry's liberal
lending practices helped fuel unsustainably high demand for the
homes that it produced and retailed. As is now the case with
most industry participants, Champion's sales have been adversely
affected by the prolonged recession in the sector, with revenues
falling sharply to $1.4 billion in 2002 from a peak of more than
$2.5 billion in fiscal year 1999. Champion posted its third
annual operating loss in 2002, with a net loss of $255.6
million. This figure included $137.0 million in impairment and
other non-recurring costs as the company closed 126 retail
centers and 12 manufacturing plants in an effort to right-size
production to better match contracted demand. Champion is now
operating 37 manufacturing plants in 16 states and Canada, and
owns and operates 118 retail centers.

Following the restructuring, EBITDA (adjusted for impairment
charges and other reported closing costs) was materially weaker
than anticipated when the ratings were placed on CreditWatch.
Adjusted EBITDA was negative $4.4 million in the seasonally
slower fourth quarter and negative $19.3 million for the full
year, which ended Dec. 28, 2002. Continued losses within the
downsized retail group and the carrying costs associated with
Champion's recently acquired loan origination platform have
outweighed relative strength in the manufacturing segment.
Despite the operating inefficiencies, which have resulted from
materially lower production volume, Champion's manufacturing
segment has managed to remain marginally profitable, supported
by solid growth within the promising Genesis segment
(predominately modular housing), as well as declining
independent dealer default costs. On a sequential basis, it does
appear that quarterly retail losses may be moderate, although it
remains to be seen whether this trend is sustainable. Last
year's impairment and other charges lowered assets by 15% to
$729 million, while equity declined materially to $67 million
(treating the convertible preferred stock as equity), pushing
book value leverage to 84%. Furthermore, debt exceeds tangible
book equity as the asset base includes $165.4 million of
remaining goodwill, largely related to its manufacturing
operations. As is customary in the industry, as a producer,
Champion also has contingent liabilities related to floor plan
repurchase obligations for some homes sold to independent
retailers. This exposure, roughly $225 million at year-end, has
come down dramatically during the past few years, and does not
include the resale value of the homes that would theoretically
be repurchased.

                          Liquidity

A counterbalance to the company's higher leverage, contingent
liabilities, and currently negative EBITDA position is adequate
near-term liquidity and manageable capital needs. Actual cash
used for operations was a manageable $1.5 million due to
aggressive management of working capital, including significant
inventory liquidation. As of Dec. 28, 2002, Champion had
unrestricted cash balances of approximately $77.4 million and
appears to have sufficient capacity to meet expected capital
expenditures (around $10 million), as well as fund a modest
level of additional operating losses should break-even
performance prove elusive in the coming year. Additionally,
management has indicated that a tax refund of approximately $60
million is anticipated in the second quarter. The company also
had $68.4 million of restricted cash and cash deposits, which
primarily serve as collateral for outstanding letters of credit.

In January 2003 the company obtained a three-year, $75 million
secured revolving credit facility, which is subject to borrowing
base availability. This line can be used to support letters of
credit and has subsequently freed up a substantial portion of
the restricted cash. The company has a $150 million warehouse
revolver (roughly $39 million drawn currently), which is secured
by loans originated by its finance unit. This agreement matures
in April 2003 and does contain a ratings trigger, which would
enable the lender to withhold additional funding should the
rating on Champion's unsecured debt fall below 'B-'. Champion
does not face the maturity of its $150 million 11.25% senior
unsecured notes until 2007, and its $170 million 7.625% senior
unsecured notes until 2009.

                     Outlook: Negative

A long awaited industry recovery continues to be forestalled by
the scarcity of retail consumer financing and the persistent
glut of repossessed homes on the market. Standard & Poor's
acknowledges management's efforts to build and preserve
liquidity and the aggressive steps taken to rationalize
operations during the past three years. However, the company's
cost structure may not have been lowered sufficiently to allow
break-even or profitable operations, particularly in the
cyclically slower winter months. As a result, further cost
cutting measures could be necessary. Should Champion succeed in
restoring sustainable profitability, the outlook would be
revised to stable. However, significant operating losses in the
second and third quarters of 2003, traditionally the peak home
buying period, would lead to another downgrade.

                        Ratings Revised

                                            Rating
                                       To           From
Champion Enterprises Inc.

   * Corporate credit               B+/Negative  BB-/Watch Neg

   * $170 mil 7.625% sr unsecured
     notes due 2009                    B-           B

Champion Home Builders Co.

   * Corporate credit               B+/Negative  BB-/Watch Neg

   * $150 mil 11.25% sr unsecured
     notes due 2007                    B-           B


CHESAPEAKE ENERGY: Prices Private Offering of 6% Preferreds
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
offering of 4.0 million shares of cumulative convertible
preferred stock at its liquidation preference of $50 per share.

Chesapeake expects the issuance and delivery of the shares to
occur on March 5, 2003. Chesapeake also has granted the initial
purchasers a 30-day option to purchase up to 600,000 additional
shares of preferred stock.

Each share of preferred stock will be subject to an annual
cumulative cash dividend of $3.00 payable quarterly when, as and
if declared by the company, on the fifteenth day of each March,
June, September, and December to holders of record as of the
first day of the payment month, commencing on June 15, 2003. The
preferred stock will not be redeemable.

Each preferred share will be convertible at any time at the
option of the holder into 4.8605 shares of Chesapeake common
stock, which is based on an initial conversion price of $10.29
per common share. The conversion price is subject to customary
adjustments in certain circumstances. The preferred shares will
be subject to mandatory conversion after March 20, 2006 into
Chesapeake common stock, at the option of the Company, if the
closing price of Chesapeake's common stock exceeds 130% of the
conversion price for 20 trading days during any consecutive 30
trading day period.

The preferred stock being sold by Chesapeake and the underlying
common stock issuable on its conversion will not be 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
preferred stock will be eligible for trading under Rule 144A.
Purchasers of the preferred stock are being granted rights to
register resales of the preferred stock and underlying common
stock under the Securities Act. The net proceeds from this
offering will be used to finance, in part, the pending
acquisitions of Mid-Continent natural gas properties from the El
Paso Corporation and Vintage Petroleum, Inc., which are
scheduled to close in March 2003, and to repay amounts
outstanding under our revolving bank credit facility. In the
event the El Paso and Vintage acquisitions are not consummated,
proceeds will be used for general corporate purposes, including
other possible future acquisitions.

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

As reported in Troubled Company Reporter's February 27, 2003
edition, Fitch Ratings affirmed the 'BB-' rating of Chesapeake
Energy's senior unsecured notes. Fitch maintains the 'BB+'
rating on its senior secured bank facility and 'B' rating on its
convertible preferred stock. The Rating Outlook for Chesapeake
has been changed to Positive.

Chesapeake Energy announced on February 24, 2002 that it had
agreed to acquire $530 million of Mid-Continent natural gas
assets in two transactions. From El Paso Corporation, Chesapeake
is acquiring an internally estimated 328 billion cubic feet of
gas equivalent of proved gas reserves, 70 bcfe of probable and
possible gas reserves, 293,000 leasehold acres and current
production of 67 million cubic feet of gas equivalent per day
for $500 million. The El Paso proved reserves have a reserves-
to-production index of 13 years, are 96% natural gas (or natural
gas liquids) and are 71% proved developed. From Vintage
Petroleum. Inc. Chesapeake is acquiring an internally estimated
22 bcfe of proved gas reserves, 8 bcfe of probable and possible
gas reserves and current gas production of 3.5 mmcfe per day for
$30 million. The Vintage proved reserves have a reserves-to-
production index of 17 years, are 97% natural gas and are 56%
proved developed. These transactions follow on the heels of
Chesapeake's $300 million acquisition of Mid-Continent gas
assets from ONEOK, which was completed earlier this month.

The ratings reflect the conservative nature in which the
transactions have been funded, Chesapeake's long-lived, focused
natural gas reserve base and its modest but improving credit
profile.


CHESAPEAKE ENERGY: S&P Keeps Watch on B-Rated Sr. Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
independent oil and gas exploration and production company
Chesapeake Energy Corp.'s proposed $300 million senior unsecured
notes due 2013. At the same time, Standard & Poor's assigned its
'CCC+' rating to Chesapeake's $200 million convertible preferred
stock.

All of Chesapeake's ratings remain on CreditWatch with positive
implications where they were placed on Feb. 25, 2003 following
Chesapeake's announcement that it has signed agreements to
purchase oil and gas exploration and production assets from El
Paso Corp. and Vintage Petroleum Inc. for a total consideration
of $530 million.

Oklahoma City, Oklahoma-based Chesapeake has about $1.9 billion
in debt pro forma for the current financing transactions.

"The ratings were placed on CreditWatch with positive
implications, which indicates that ratings may be raised or
affirmed in the near term," said Standard and Poor's credit
analyst Bruce Schwartz.

The CreditWatch with positive implications reflect that:

     -- Chesapeake is acquiring properties with low cost
        structures in its core Mid-Continent operating area that
        have a high degree of overlap with Chesapeake's
        operations, which should provide cost-reduction
        opportunities.

     -- Chesapeake intends to fund the transactions with a high
        percentage of equity; Chesapeake has announced an
        offering of eight million common shares (about $160
        million of net proceeds are expected) and $200 million
        of convertible preferred securities with the balance
        funded with debt.

Based on the cash flow characteristics of the acquired
properties (which are reinforced by commodity price hedges),
Chesapeake effectively will be adding the properties at a debt
to EBITDA ratio of about 1x.

     -- Chesapeake has hedged a high percentage of its 2003
        production, which in combination with a favorable
        outlook for natural gas prices in 2003 will assure the
        company of ample cash flow for debt service, reserve
        replacement capital spending, and capital for growth.

     -- Chesapeake is issuing $300 million of new notes, which
        will improve financial flexibility by extending its debt
        maturity profile; following the expected financing,
        Chesapeake will have an undrawn $225 million revolving
        credit facility that matures in 2005, no material debt
        maturities until 2008, and a capital budget that should
        be funded internally. Nevertheless, Chesapeake still
        remains highly indebted (about $0.72 per million cubic
        feet equivalent pro forma the El Paso and Vintage
        transactions) and intends to continue growing
        aggressively through acquisitions.

Standard & Poor's expects to resolve the CreditWatch in the very
near term upon a thorough review of the company's 2002
operational and financial performance.

Chesapeake Energy's 9.000% bonds due 2012 (CHK12USN1) are
trading slightly above par at 107 cents-on-the-dollar, says
DebtTraders. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHK12USN1for
real-time bond pricing.


COLD METAL: Steel Tech. Acquires Cold Rolled Strip Facility
-----------------------------------------------------------
Steel Technologies Inc., (NASDAQ/NM:STTX) has agreed to acquire
Cold Metal Products Company, Inc.'s Cold Rolled Strip facility
in Ottawa, Ohio, and certain other assets for approximately $10
million in cash. The acquisition includes all the land, building
and steel processing equipment at the Ottawa facility, as well
as selected inventory, finished goods and accounts receivable.
Also included in the sale will be certain equipment located in
the seller's Indianapolis facility. The U.S. Bankruptcy Court in
Youngstown, Ohio, approved the purchase on February 27, and the
transaction is expected to close on March 7, 2003.

"The Ottawa facility was expanded in 1996 and has a broad range
of rolling, annealing and oscillating capabilities," said
Bradford T. Ray, Chairman and Chief Executive Officer. "This
facility has an excellent reputation for its ability to produce
and service high-quality, cold-rolled strip for precision
applications. This operation will broaden our capabilities and
complement our other cold-rolled strip facilities. Our intent is
to reestablish supply with historical customers and grow with
our current customer base as we bring this facility back up to
full capacity.

"This purchase is another step in our continuing efforts to
expand the product range and value we bring to the marketplace.
We expect a quick transition as we fold the Ottawa location into
the Steel Technologies network of facilities," added Mr. Ray.

Steel Technologies processes flat-rolled steel to specified
thickness, width, temper, finish and shape requirements for
automotive, appliance, lawn and garden, agricultural,
recreational, office equipment and railcar industries among
others. The Company operates 15 production facilities located
throughout the United States and Mexico, including three at Mi-
Tech Steel, Inc. For the fiscal year ended September 30, 2002,
Steel Technologies reported sales of $475.4 million and net
income of $15.8 million or $1.60 per diluted share. More
information about the Company may be found on the World Wide Web
at http://www.steeltechnologies.com


COMDISCO INC: Downey Demands Expedited Claim Objection Process
--------------------------------------------------------------
Downey Savings and Loan Association, F.A., asks the Court to
accelerate the claims objection process with respect to its
proof of claim against Comdisco, Inc., by setting dates and
deadlines for discovery, motions and an evidentiary hearing.

Ronald S. Katz, Esq., at Manatt, Phelps & Phillips, in Los
Angeles, California, relates that Comdisco and Downey entered
into an Equipment Lease, dated December 28, 1990, with Downey as
Lessor, and Comdisco as Lessee; and an Equipment Purchase
Agreement dated December 28, 1990.

However, after their entry of the Equipment Lease and the
Equipment Purchase Agreement, Downey suffered damages amounting
to $21,975,000 due to various Events of Default on Comdisco's
Comdisco, including material inaccuracies by Comdisco in the
performance of its obligations under the Equipment Lease and the
Equipment Purchase Agreement.

On June 14, 2001, counsel for Downey sent a letter to Comdisco
setting forth in detail Downey's claim for damages and demanding
that Comdisco indemnify Downey for those losses.  "The June 14
letter made clear that Downey was amenable to a negotiated
settlement of Downey's claim," Mr. Katz notes.

On July 3, 2001, Comdisco responded to Downey's June 14 letter,
stating that Comdisco needed additional information to evaluate
Downey's claim.  However, Mr. Katz notes, Comdisco expressly
conditioned any future discussion of Downey's claim on Downey's
waiver of a potential conflict by one of Comdisco's outside
counsel, an attorney whose law firm had acted as special counsel
to Downey in connection with Downey's entry into both the
Equipment Lease and the Equipment Purchase Agreement.

Less than two weeks later, Comdisco filed a voluntary petition
for reorganization under Chapter 11 of the Bankruptcy Code.
Subsequently, the Court entered an order establishing
November 30, 2001 as the last day for filing proofs of claim
with respect to prepetition claims.

Six days later, Downey filed its proof of claim for $21,975,000
with respect to Comdisco's defaults under the Equipment Lease
and Equipment Purchase Agreement.

In its First Omnibus objection to Claims, Comdisco listed
Downey's claim among hundreds of others with respect to which
"the Debtors believe that they have no liability" and which
"should be disallowed in full and expunged."

Downey's counsel spoke with Comdisco's counsel to discuss the
merits of Downey's claim and agreed not to proceed with the
objection to Downey's claim pending further discussions.  By
letter dated March 12, 2002, Comdisco's counsel confirmed this
agreement.

On April 2002, Downey sent to Comdisco a detailed letter setting
forth the background and basis of Downey's claim.  After
repeated prodding by Downey, Comdisco provided a noncommittal
response by e-mail: "While Comdisco will obviously work with you
to reconcile the claim, this e-mail should not be construed as
committing Comdisco to specifically address or respond to your
letter, of April 12, 2002 or any assertions made therein."

Mr. Katz informs the Court that Downey then waited in vain for
nearly two more months for a substantive response from Comdisco
regarding its still unsubstantiated objection to Downey's claim.
After further prodding by Downey, Downey received a curt reply
from Comdisco stating that, "as we discussed, your claim will
not be addressed substantively at the July 15, 2002 status
hearing." Comdisco again refused to address the merits of its
objection to Downey's claim nor would Comdisco set any timeframe
in which to do so.

On July 30, 2002, the Court confirmed the First Amended Joint
Plan of Reorganization of Comdisco, Inc.  Although the Plan
provides for "catch-up" payments to the holders of Disputed
Claims like Downey, if and when the Disputed Claims become
Allowed Claims, the Plan does not provide for, interest on the
catch-up payments.  As a result, Mr. Katz points out, Comdisco
has absolutely no incentive to resolve its objection to Downey's
claim sooner rather than later.

Moreover, the longer that Comdisco's objection to Downey's claim
remains unresolved, the lower the ultimate value of any payments
on the claim will be to Downey.  Accordingly, Mr. Katz asserts,
any delay necessarily inures to Downey's detriment.

Downey again contacted Comdisco in November 2002.  This time,
Downey's counsel was placed in direct contact with one of
Comdisco's in-house counsel, Frank J. Ziegler, Esq.

Later in November 2002, for the first time since July 2001,
Comdisco's counsel sought to make any future settlement
discussions contingent upon Downey granting a conflict waiver
for the Conflicted Counsel.  In fact, Mr. Ziegler refused even
to conduct substantive discussions at that time absent the
requested waiver.

Mr. Katz tells the Court that when Downey indicated reluctance
in connection with the requested conflict waiver, Comdisco
attempted to pressure Downey into granting the waiver.

Although still hesitant to grant the requested waiver, Downey
offered to do so on December 23, 2002 in exchange for Comdisco's
agreement to an expedited schedule for the resolution of its
objection to Downey's claim.  Comdisco indicated that it would
respond to Downey's proposed compromise by mid-January, 2003.
However, by the end of January, no response had been received
from Comdisco, despite at least two written communications by
Downey.  When Comdisco finally did contact Downey on Friday,
January 31, 2003, Comdisco had no response to Downey's
December 23, 2002 proposal.

Accordingly, Downey seeks the Court's assistance in ending the
undue delay in the resolution of Comdisco's objections to
Downey's claim.

Specifically, Downey wants the Court to set:

  (1) a discovery schedule and deadlines over the next 90 days,

  (2) dates for appropriate motions,

  (3) an appropriate briefing schedule, and

  (4) if necessary, an evidentiary hearing. (Comdisco Bankruptcy
      News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


CREDIT STORE: Turns to Vengroff for Collection Assistance
---------------------------------------------------------
The Credit Store, Inc., wants to bring-in Vengroff, Williams &
Associates, Inc. as its Collection Agent.  The Debtor asks the
U.S. Bankruptcy Court for the District of South Dakota to
approve its retention of Vengroff Williams because the Firm has
the necessary experience and knowledge to effectively assist the
Debtor's efforts to effect collections of certain credit card
accounts -- and that'll be beneficial to the estate and its
creditors.

The Debtor points out that Vengroff Williams' services is
necessary to assist the Debtor's efforts to effect collections
of certain delinquent credit card accounts by managing and
coordinating all collection efforts.

Vengroff Williams will charge the Debtor a fee of 28% on all
monies collected for accounts placed over three hundred dollars,
50% on monies collected for accounts placed up to three hundred
dollars in balance, and a resolution fee of 12 1/2% for all
accounts researched and found to be paid prior to placement.

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.
The Company filed for chapter 11 protection on August 15, 2003
before it converts its case under Chapter 7 on February 4, 2003
(Bankr. S.D. Dak. Case No. 02-40922).  Mark E. Andrews, Esq., at
Neligan Tarpley, Andrews & Foley, LLP represents the Debtor as
it winds down its operation.  When the Company filed for
protection from its creditors, it listed $68 million in assets
and $69 million in debts.


CWMBS INC: Fitch Assigns Low-B Ratings to Class B-3 & B-4 Notes
---------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-4 classes 1-A-1 through 1-A-15, 2-A-1,
PO and A-R (senior certificates, $876,150,000) are rated 'AAA'
by Fitch Ratings. In addition, Fitch rates class M ($11,250,000)
'AA', class B-1 ($4,950,000) 'A', class B-2 ($3,150,000) 'BBB',
class B-3 ($1,800,000) 'BB' and class B-4 ($900,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.65%
subordination provided by the 1.25% class M, 0.55% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.10%
privately offered class B-4 and 0.20% privately offered class
B-5 (which is not rated by Fitch). Classes M, B-1, B-2, B-3, and
B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively,
based on their respective subordination.

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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent ownership in a trust fund, which
consists primarily of 2 separate Groups of mortgage loans. Each
of the classes 1-A-1 through 1-A-15, A-R, and PO-1 (the Group 1
senior certificates), and the classes 2-A-1 and PO-2 (the Group
2 senior certificates) will receive interest and/or principal
from its respective mortgage loan group. If on any distribution
date, the available funds from one loan group is insufficient to
make distributions of interest and/or principal on that related
senior certificate group, available funds from the other loan
group, after first making the interest and/or principal
distribution on its related senior certificates, will be
available to cover shortfalls of interest and/or principal
distributions on the loan group's senior certificates, before
any distributions of interest and/or principal are made to the
subordinate certificates.

The Group 1 senior certificates are collateralized by a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. As of the closing date (Feb. 28, 2003),
the mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio of 68.89%. Approximately 52.25% of
the loans were originated under a reduced documentation program.
Cash-out and rate/term refinance loans represent 19.82% and
54.04% of the mortgage pool, respectively. Second homes account
for 2.38% of the pool. The average loan balance is $438,874. The
three states that represent the largest portion of mortgage
loans are California (65.38%), Florida (2.98%) and New York
(2.63%).

The Group 2 senior certificates are collateralized by a pool of
conventional, fully amortizing, 10- to 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. As of the closing date (Feb. 28, 2003),
the mortgage pool demonstrates an approximate weighted-average
OLTV of 64.27%. Approximately 42.87% of the loans were
originated under a reduced documentation program. Cash-out and
rate/term refinance loans represent 30.92% and 60.76% of the
mortgage pool, respectively. Second homes account for 3.22% of
the pool. The average loan balance is $479,784. The three states
that represent the largest portion of mortgage loans are
California (41.16%), Virginia (3.84%) and Maryland (3.66%).

Approximately 1.14% and 1.72% of the Group I and Group II
mortgage loans, respectively, 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.

Approximately 95.15% and 4.85% of the Group I mortgage loans and
94.65% and 5.35% of the Group II mortgage loans as of the
closing date were originated under CHL's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded
Underwriting Guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the
Standard Underwriting Guidelines. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

The collateral characteristics provided are based off the
mortgage loans as of the closing date. Fitch ensures that the
deposits of subsequent loans conform to representations made by
Countrywide Home Loans, Inc.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits.


CWMBS INC: Fitch Rates Class B-3 & B-4 Certs. at Low-B Levels
-------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-3 classes A-1 through A-7, PO and A-R
(senior certificates, $492,999,971) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($3,500,000) 'AA',
class B-1 ($1,250,000) 'A', class B-2 ($750,000) 'BBB', class
B-3 ($500,000) 'BB' and class B-4 ($500,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 1.40%
subordination provided by the 0.70% class M, 0.25% class B-1,
0.15% class B-2, 0.10% privately offered class B-3, 0.10%
privately offered class B-4, and 0.10% privately offered class
B-5 (which is not rated by Fitch). Classes M, B-1, B-2, B-3, and
B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively,
based on their respective subordination.

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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 15-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (Feb. 28, 2003), the mortgage
pool demonstrates an approximate weighted-average original loan-
to-value ratio of 60.36%. Approximately 34.55% of the loans were
originated under a reduced documentation program. Cash-out
refinance loans represent 29.15% of the mortgage pool and second
homes 4.17%. The average loan balance is $480,800. The three
states that represent the largest portion of mortgage loans are
California (38.74%), Massachusetts (4.82%) and New Jersey
(4.79%).

Approximately 1.92% 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.

Approximately 93.92% and 6.08% of the mortgage loans as of the
closing date were originated under CHL's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded
Underwriting Guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the
Standard Underwriting Guidelines. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

The collateral characteristics provided are based off the
mortgage loans as of the closing date. Fitch ensures that the
deposits of subsequent loans conform to representations made by
Countrywide Home Loans, Inc..

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits.


DOANE PET CARE: Amends Credit Facility After Sr. Notes Offering
---------------------------------------------------------------
Doane Pet Care Company reported results for its fourth quarter
and fiscal year ended December 28, 2002 and reiterated its
earnings guidance for fiscal 2003.

                      Quarterly Results

The Company reported a net loss of $1.1 million for its fourth
quarter ended December 28, 2002 on net sales of $246.6 million,
compared to a net loss of $7.0 million on net sales of $221.5
million for the fourth quarter ended December 29, 2001. Net
sales increased 11.3% for the 2002 fourth quarter compared to
the 2001 fourth quarter, primarily a result of increased sales
volume from the Meaty Chunks N' Gravy and Meow Mix new business
awarded in 2002.

Adjusted EBITDA (income (loss) before net interest expense,
income taxes, depreciation, amortization and other charges)
increased 18.6%, or $4.6 million, to $29.3 million in the 2002
fourth quarter from $24.7 million recorded in the 2001 fourth
quarter. The 2002 fourth quarter performance continued to be
favorably impacted by Project Focus initiatives, including
improved results at the Company's European operations, cost
reductions and customer and/or product mix improvements. The
benefit of the increased sales volume from new business awards
was offset by start up costs.

Doug Cahill, the Company's President and CEO, said, "We are very
pleased with results for both the fourth quarter and full year
2002. Our fourth quarter results reflected the success of our
ongoing Project Focus initiatives and top-line growth from the
new business awards. We applaud the hard work and dedication of
our associates worldwide this past year and for their continuing
commitment for Doane to be the trusted partner of choice for our
customers' brands."

Net interest expense for the 2002 fourth quarter increased $2.4
million to $16.1 million from $13.7 million recorded in the 2001
fourth quarter, primarily due to a $2.2 million accrual of non-
cash interest expense for the excess leverage fee under the
Company's amended senior credit facility.

The fair value accounting for the Company's commodity derivative
instruments under SFAS 133 resulted in an $8.2 million increase
in cost of goods sold for the 2002 fourth quarter, compared to a
$2.6 million increase in cost of goods sold for the 2001 fourth
quarter, or a $5.6 million period-over-period unfavorable impact
on operating results.

The Company adopted Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets, or SFAS 142, as of the beginning of
fiscal 2002. In accordance with SFAS 142, the Company ceased
amortizing goodwill and trademarks; and therefore, recorded no
related amortization expense in the 2002 fourth quarter compared
to $2.6 million recorded in the 2001 fourth quarter.

The Company incurred non-recurring expenses of $0.6 million in
the 2002 fourth quarter, principally the result of costs related
to its abandoned European sales process, compared to $2.0
million of non-recurring charges in the 2001 fourth quarter for
Project Focus implementation costs.

                    Full Year 2002 Results

The Company reported net income of $15.3 million for the fiscal
year ended December 28, 2002 on net sales of $887.3 million,
compared to a net loss of $21.9 million on net sales of $895.8
million for the fiscal year ended December 29, 2001. Net sales
in fiscal 2001 included $16.6 million of net sales from the Deep
Run and Perham businesses prior to their divestiture in the 2001
second quarter. Excluding the divestitures from fiscal 2001, the
Company's net sales for fiscal 2002 increased 1%, or $8.1
million, principally a result of increased sales volume from the
new business awards, partially offset by the Company's Project
Focus strategy implemented in the fourth quarter of 2001.

For fiscal 2002, the Company's Adjusted EBITDA increased 20.5%,
or $18.4 million, to $108.2 million. The Company's Adjusted
EBITDA for fiscal 2001 was $89.8 million, which included net
losses of $2.6 million related to the Deep Run and Perham
businesses. Excluding these net losses from fiscal 2001,
Adjusted EBITDA increased 17.1% in fiscal 2002. Fiscal 2002
performance was favorably impacted by Project Focus
implementation, including improvements in manufacturing
efficiencies, customer and/or product mix and our European
operations.

Net interest expense for fiscal 2002 increased $5.4 million to
$62.4 million from $57.0 million in fiscal 2001, primarily due
to a $6.7 million accrual of non-cash interest expense for the
excess leverage fee under the Company's amended senior credit
facility.

The fair value accounting for the Company's commodity derivative
instruments under SFAS 133 resulted in a $4.9 million reduction
in cost of goods sold for fiscal 2002, compared to a $12.6
million increase in cost of goods sold for fiscal 2001, or a
$17.5 million period-over-period favorable impact on operating
results. Under SFAS 142, the Company had no amortization expense
associated with its goodwill and trademarks in the 2002 fiscal
year compared to $10.3 million in fiscal 2001.

The Company incurred non-recurring expenses of $1.4 million in
fiscal 2002, consisting of a $0.8 million charge for costs
related to our postponed bond offering and a $0.6 million charge
for costs related to our abandoned European sales process,
compared to $8.7 million in fiscal 2001, which consisted of $4.7
million in net losses from the Deep Run and Perham divestitures,
$2.0 million of severance costs associated with a workforce
reduction following these divestitures, and $2.0 million of
Project Focus related costs.

In fiscal 2002, the Company's capital expenditures totaled $24.3
million compared to $17.3 million in fiscal 2001. The Company
also said that it ended fiscal 2002 with total debt of $554.0
million, a reduction of $33.8 million from $587.8 million at
year-end 2001.

      Bond Offering and Senior Credit Facility Amendments

On February 28, 2003, the Company completed its previously
announced offering of $213.0 million in fixed-rate Senior Notes.
The New Notes, priced at 98.8% of the principal amount, have a
coupon interest rate of 10-3/4% per annum, and mature on
March 1, 2010. Proceeds from the offering were used to repay
approximately $169.0 million of the outstanding balance under
the Company's senior credit facility. In addition, approximately
$33.7 million is expected to be used to repay the outstanding
principal and accrued interest under the Company's sponsor
facility, assuming that all holders tender their notes by the
expiration of the offering period. To the extent one or more of
these holders do not tender their notes, we intend to use those
proceeds to further reduce indebtedness under our senior credit
facility. The remainder of the proceeds were used to pay
transaction fees and expenses associated with the offering.

In connection with the New Notes offering, the Company also
amended its existing senior credit facility to, among other
things, modify certain financial covenant tests and other
provisions through the term of the facility, thereby providing
the Company with additional flexibility. The amendments also
extend the average maturity of the facility by eliminating the
principal amortization requirement in 2003 and reducing the
principal amortization requirement in 2004. The Company was in
compliance with the requirements of the December 28, 2002
financial covenants tests. The Company said that it expects to
record a pre-tax charge to earnings of $10.8 million in its 2003
first quarter associated with the repayment of its senior credit
facility and sponsor facility. This pre-tax charge is net of
$6.7 million for the reversal of the accrued excess leverage
fee.

               2003 Earnings Guidance and Outlook

The Company reiterated the sales and earnings guidance provided
by the Company on February 7, 2003. For fiscal 2003, the Company
anticipates net sales growth of approximately 7% to 8% and
Adjusted EBITDA of approximately $105 million, reflecting the
Company's current expectation of the impact of an overall higher
commodity cost environment and other assumptions.

Cahill continued, "The successful completion of our bond
offering and the concurrent amendment to our senior credit
facility are significant developments for our business. These
transactions improve our capital structure and enhance our
growth prospects by allowing us to repay more restrictive senior
bank debt, eliminate or reduce certain financial covenant tests,
extend the average maturity of our debt and increase our ability
to make capital investments to further grow our business.

"With our improved capital structure and the majority of our
Project Focus and restructuring initiatives effectively
completed and behind us, we began 2003 with positive momentum
and are now solidly positioned to continue to grow our leading
market positions in both the United States and Europe.

"We are optimistic about our prospects for delivering
sustainable earnings in 2003 and beyond, but we are cautious as
we move into the first half of the year because of the potential
for volatility in commodities, particularly corn and natural
gas. We will continue our risk management strategies to seek to
mitigate the impact of rising commodity prices throughout the
balance of 2003."

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United
States. The Company sells to over 600 customers around the world
and serves many of the top pet food retailers in the United
States, Europe and Japan. The Company offers its customers a
full range of pet food products for both dogs and cats,
including dry, semi-moist, wet, treats and dog biscuits.

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's said its ratings on pet food manufacturer Doane Pet Care
Co., remain on CreditWatch with negative implications, where
they were placed April 3, 2002. The CreditWatch listing reflects
credit protection measures that have fallen below Standard &
Poor's expectations and Doane's limited cushion under its bank
loan financial covenants.

At the same time, Standard & Poor's assigned its single-'B'-
minus rating to Doane's proposed $200 million senior unsecured
notes due 2008. This rating is not on CreditWatch. The net
proceeds of the issue will be used to repay a portion of the
company's outstanding indebtedness.

Brentwood, Tennessee-based Doane had about $555 million of total
debt outstanding as of March 31, 2002.


DOMAN INDUSTRIES: KPMG Files February Report with Canadian Court
----------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court
today its report for the period ended February 21, 2003. The
report, a copy of which may be obtained by accessing the
Company's Web site at http://www.domans.comor the Monitor's Web
site at http://www.kpmg.ca/domancontains selected unaudited
financial information prepared by the Company for the period.


DONINI INC: Samuel Klein 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 pizza outlets. At May 31, 2002 twenty-
seven were franchised and one 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 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.


E.SPIRE: DIP Lenders Want a Chapter 11 Trustee Before March 22
--------------------------------------------------------------
Foothill Capital Corporation, in its role as agent for the post-
petition lenders to e.spire Communications, Inc., its
subsidiaries and affiliates, will ask Judge Jerry Venters at a
hearing tomorrow in Wilmington to appoint a chapter 11 trustee
in the Debtors' chapter 11 cases.

                      e.spire's Meltdown

e.spire filed for chapter 11 protection on March 22, 2001, in
the U.S. Bankruptcy Court for the District of Delaware (Bankr.
Case No. 01-974).  On June 12, 2001, the Court entered a final
debtor-in-possession financing order enabling the Debtors to
obtain on-going working capital from Foothill on a super-
priority secured basis.

Unforeseen and unprecedented deterioration of the
telecommunications industry followed e.spire's chapter 11
filing.  Combined with financial market and world events,
e.spire's reorganization efforts were crippled.  A significant
portion of e.spire's projected revenue stream evaporated and the
Debtors found themselves unable to pay their post-petition
expenses.

The Debtors, the post-petition Lenders, and the pre-petition
lenders concluded that the best way to maximize value was
through an expedited sale of substantially all of the estates'
assets as going concerns in one or more transactions.  Foothill
agreed to forebear from exercising the DIP Lenders' default
remedies to allow the sale transactions to go forward.

On April 17, 2002, the Debtors filed their Sec. 363 Sale
Motions.  Thermo Telecom Partners LLC and Xspedius Management
Co., LLC, presented the highest and best offer, and the sale
transactions closed on August 30, 2002.

              Six Months Pass with Minimal Progress

For the past six months, e.spire's focused on disposing of
miscellaneous assets, resolving contract assumption and
assignment disputes, resolving minor disputes with the
Purchasers, and attacking the validity of some mechanics' liens.

                    What e.spire Hasn't Done

"[T]here are a number of extant claims for which suit has not
yet been brought, including known avoidance actions under
Chapter 5 of the [Bankruptcy] Code, and the possibility of other
claims against third parties or potential recoveries under D&O
or other liability insurance policies, which have not yet been
thoroughly investigated and a determination made as to their
viability," Michael L. Cook, Esq., and David J. Ciminesi, Esq.,
at Schulte Roth & Zabel LLP, tell Judge Venters.  There are also
$29 million of potentially recoverable preference payments that
haven't been pursued, as well as claims and causes of action
against "insiders."

These assets are significant to the DIP Lenders and the two-year
statute of limitation to bring these avoidance actions will pass
on March 22, 2003.  Foothill doesn't think e.spire's skeletal
staff with limited resources can get all the lawsuits it needs
to file filed before March 22.

               Appoint a Chapter 11 Trustee Now

Accordingly, to extend the two-year statute of limitation
imposed by 11 U.S.C. Sec. 546(a) for another year using the
exception buried in subsection Sec. 546(a)(1)(B), Foothill
proposes that the Court direct the appointment of a Chapter 11
Trustee before March 22.

e.spire Communications, Inc., filed for chapter 11 protection
March 22, 2001 (Bankr. Del. Case No. 01-974) and completed a
sale of substantially all of its assets on August 30, 2002.  The
Company's liabilities top $1 billion.  Domenic E. Pacitty, Esq.,
at Saul Ewing LLP, represents e.spire.  Thomas Kent, Esq., and
Anthony Princi, Esq., at Orrick Herrington & Sutcliffe LLP,
represent e.spire's unsecured creditors' committee.  Richard
Mason, Esq., at Wachtell, Lipton, Rosen & Katz, serves as
counsel to the Pre-Petition Lenders and Michael L. Cook, Esq.,
and David J. Ciminesi, Esq., at Schulte Roth & Zabel
LLP,represent the Post-Petition Lenders.


EASYLINK SERVICES: Reviewing PTEK Holdings' Purchase Offer
----------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, is evaluating the proposed purchase by PTEK Holdings,
Inc. (NASDAQ: PTEK), in a privately negotiated transaction
between AT&T Corp., and PTEK, of 1,423,980 shares of outstanding
Class A common stock of EasyLink held by AT&T and a promissory
note of EasyLink held by AT&T.

The promissory note, with a principal amount of $10,000,000,
represents approximately 13% of the aggregate principal amount
of debt that EasyLink is seeking to restructure, and the shares
represent approximately 8.3% of the total number of shares of
Class A and Class B common stock outstanding as of December 31,
2002 and approximately 5.4% of the total outstanding voting
power.

EasyLink did not have prior knowledge of the proposed
transaction between PTEK and AT&T Corp., and is reviewing
whether the transaction would violate its rights. The Company
plans to meet with PTEK to discuss PTEK's intentions. At the
present time, EasyLink is unable to evaluate the effect, if any,
of the proposed transaction on EasyLink, including its proposed
debt restructuring.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
networks facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com

                         *   *   *

As previously reported, EasyLink Services said it was seeking to
restructure substantially all of approximately $86.2 million of
outstanding indebtedness, including approximately $10.7 million
of capitalized future interest obligations. The Company is
currently in discussions with holders of its debt relating to
the proposed restructuring. To date, the holders of
approximately 70% of this debt have expressed interest in
completing a restructuring on the terms discussed.

Management seeks to restructure substantially all of the debt.
If all of the debt were successfully eliminated on the currently
proposed terms, the Company would pay approximately $2.0 million
in cash and issue up to 35 million shares of its Class A common
stock, including the shares issued to fund the cash payment. The
number of shares to be exchanged for each class of debt was
determined based on a deemed per share price of between $2.00
and $3.00.


ELWOOD ENERGY: S&P Places BB+ Bond Rating on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Elwood Energy LLC's $402 million bonds due 2026 on CreditWatch
with negative implications.

Elwood is a 1,409-megawatt merchant peaking power plant that
sells into the Mid-American Interconnected Network and that is
fully contracted through 2012 and partially through 2017.

The rating action reflects the recent downgrade by Standard &
Poor's of Aquila Inc.'s rating to B+/Watch Neg from BB/Negative.
Under a power sales agreement, Aquila provides about 48% of
Elwood's contractual net operating cash flow through 2012 and
thereafter 100% of contractual cash flow until 2017.

Under the PSA, Aquila is now required to post 12 months of
capacity payments, or $37 million, as collateral to back up its
offtake obligations. Aquila already posted to Elwood an LOC for
six months of capacity payments, or $18.7 million, after its
rating was lowered in November 2002. The sponsors have issued a
request to Aquila to provide the additional security. If Aquila
does not post the collateral by March 10, Aquila will be in
default under the PSA.

Standard & Poor's expects to resolve Elwood's CreditWatch
placement by March 10. If Aquila posts the collateral as
required, Standard & Poor's will likely maintain the 'BB+'
rating on Elwood's bonds. If Aquila fails to meet this
contractual obligations, the rating on Elwood will likely
fall from the current level.


ENCOMPASS SERVICES: Signs-Up Conway Del Genio as Crisis Managers
----------------------------------------------------------------
Encompass Services Corporation and its debtior-affiliates sought
and obtained the Court's authority to employ Conway Del Genio
Gries & Company LLC as crisis managers.  Conway will provide
certain temporary staff to assist the Debtors in their
restructuring process.

Pursuant to an engagement letter dated October 8, 2002, Conway's
staff will assume certain management positions of the Debtors'
business.  In particular, Gray H. Muzzy, Encompass Senior Vice
President, Secretary and General Counsel, reports that Conway's
Michael F. Gries is currently serving as the Debtors' Chairman
of the Board, Senior Vice President, and Chief Restructuring
Officer.  Mr. Gries collaborates with the Debtors' senior
management and financial advisors to develop proposals for the
Board of Directors to consider that will address the Debtors'
financial and operating performance.  Mr. Gries will direct the
implementation of the proposals once approved by the Board.

Aside from Mr. Gries, Conway is also providing and will continue
to provide additional temporary staff when needed.  Together,
Mr. Gries and the temporary staff will:

  (a) perform general due diligence to assist the Debtors in
      defining their financial and operational difficulties.
      This will include gathering and analyzing data,
      interviewing appropriate management and evaluating the
      Debtors' existing financial forecasts and budgets;

  (b) review the Debtors' current short-term liquidity forecasts
      and assist the management in modifying and updating the
      forecasts based on current information, Conway's
      observations and other information as it becomes
      available;

  (c) develop alternative strategies for improving liquidity.
      This includes developing and executing overhead
      expense reduction, divestitures and cash conservation
      programs, and assisting in the implementation of the
      programs;

  (d) assist the Debtors in the development and preparation
      of an operating plan, cash flow forecasts, and business
      plan and present these plans and forecasts to the Board
      and to the Debtors' creditors;

  (e) assist in the development and execution of plans to
      dispose of non-core assets;

  (f) assist with the preparation of reports and communications
      with the Debtors' lenders and other constituencies;

  (g) assist in addressing issues and in discussions with the
      existing lenders in connection with maintaining ongoing
      financing of the Debtors' operations, including the DIP
      and exit financing;

  (h) manage the development, evaluation, negotiation and
      execution of any potential restructuring transaction or
      reorganization plan;

  (i) assist in negotiations for the implementation of a
      restructuring transaction with existing lenders, creditors
      and other parties-in-interest;

  (j) provide expert testimony concerning financial matters
      relating to a plan or plans of reorganization, including
      the feasibility of the reorganization plans, the valuation
      of any securities issued in connection with the Plans; and

  (k) conduct other studies, analyses or activities as approved
      by the Board or otherwise related to the Debtors'
      restructuring efforts as the parties mutually agree.

Mr. Muzzy relates that, under the Engagement Letter, the Debtors
agreed to pay Conway a $250,000 monthly fee for its services.
However, from and including November 18, 2002, the parties
agreed that the Debtors will pay a $300,000 monthly fee, which
is payable in advance.  Mr. Muzzy discloses that Conway was paid
a $250,000 retainer at the execution of the Engagement Letter.
If unused, the retainer will be applied against any unpaid
invoices at the completion of Conway's assignment or returned to
the Debtors.  Conway will also be reimbursed, in arrears for all
of its reasonable out-of-pocket expenses.

If a reorganization plan is confirmed, Conway will receive a
confirmation bonus fee, based on the aggregate cumulative of:

   (i) gross cash proceeds from asset sales;

  (ii) gross tax refunds associated with the asset sales, as
       evidenced by tax returns to be filed by the Debtors; and

(iii) the aggregate amount of the Reorganized Debtors
       reinstated or new debt that is issued pursuant to the
       Reorganization Plan on market terms applicable to the
       Debtors' prepetition senior lenders.

The Bonus Fee will consist of:

  (a) a $1,250,000 base Bonus Fee which will be earned once the
      Debtors achieve $150,000,000 in aggregate proceeds;

  (b) an incremental bonus fee in the event the Aggregate
      Proceeds exceed $150,000,000.  The Incremental Bonus Fee
      will be calculated as;

      -- 1% of the Aggregate Proceeds in excess of $150,000,000
         to $200,000,000; and

      -- 1-1/2% of the Aggregate Proceeds in excess of
         $200,000,000 and up to a maximum of $400,000,000.

  (c) an incentive component, in the event the Aggregate
      Proceeds exceed $225,000,000.  In this case, the Base
      Bonus Fee and the Incremental Bonus Fee will be subject to
      increase or decrease based on the timing of asset sales in
      accordance with this schedule:

             Asset Sales Completed By      Incremental %
             ------------------------      --------------
             February 28, 2003                 17%
             March 31, 2003                    12%
             April 30, 2003                     7%
             May 31, 2003                     3.5%
             June 30, 2003                      0
             July 31, 2003                     -5%
             August 31, 2003                  -10%
             Thereafter                       -15%

The Bonus Fee is payable to the extent earned, once the Debtors
receive all or a requisite amount of the Aggregate Proceeds.

The Debtors will also indemnify Mr. Gries and hold him harmless
from and against any and all expenses and liabilities that he
has incurred, in accordance with an indemnification agreement
with Conway.  The priority afforded Mr. Gries will be subject to
the terms, conditions, and limitations of the Interim and Final
DIP Financing Orders, including in particular, the provisions
relating to the limitations and priority of payment afforded
professional fees and expenses. (Encompass Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Neal Batson Earns Nod to Hire 8 Contract Attorneys
--------------------------------------------------------------
Enron Corporation Examiner Neal Batson obtained the Court's
authority to retain eight attorneys to process hundreds of
thousands of pages of documents produced by the various
respondents to the subpoenas authorized under Rule 2004 of the
Federal Rules of Bankruptcy Procedure, nunc pro tunc to
November 11, 2001.  The Attorneys are:

    -- Todd J. Grates, Esq.,
    -- Paul Leavitt, Esq.,
    -- Ross Miller, Esq.,
    -- Alan Nichols, Esq.,
    -- Sean Rogers, Esq.,
    -- David Savoy, Esq.,
    -- Eric Taylor, Esq., and
    -- Delbert Winn, Esq.
(Enron Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


EPOCH 2000-1: Fitch Junks Three Floating-Rate Note Classes
----------------------------------------------------------
Fitch Ratings has downgraded four classes from EPOCH 2000-1
Ltd., a partially funded credit default swap referencing a
static $2.39 billion portfolio of primarily senior unsecured
bonds.

The following securities have been downgraded:

     -- Class I secured floating-rate notes downgraded to 'A-'
        from 'AA-';

     -- Class II secured floating-rate notes downgraded to
        'BBB+' from 'A-';

     -- Class III secured floating-rate notes downgraded to
        'BBB-' from 'BBB+';

     -- Class IV secured floating-rate notes downgraded to
        'CCC-' from 'CCC+';

The following securities have been affirmed:

     -- Class V secured floating-rate notes affirmed 'CC';

     -- Preferred Shares affirmed 'C'.

Fitch's rating action reflects further credit deterioration and
the notes' exposure to NRG Energy, Equistar Chemicals, and
Solutia, which were recently called credit events. This will
result in higher than expected credit protection payments under
the credit default swap agreement, and a diminished level of
credit enhancement for the class I, II, III, and IV notes.

Fitch will continue to monitor this transaction.


ESPM MIDWEST: Ch. 11 Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: ESPM Midwest, Inc.,
             130 E. 8th Street
             Rochester, Indiana 46975
             Tel: 574-224-1569

Bankruptcy Case No.: 03-30993

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                             Case No.
   ------                                             --------
   Environmental Service Products Manufacturing Inc.  03-30994
   ESP Enterprises, LLC                               03-30995

Type of Business: Environmental Service Products Manufacturing
                  (ESPM) Inc., based in Lodi, Calif.,
                  manufactures roll-off equipment such as
                  container trailers, intermediate single roll-
                  off trailers, drop-deck trailers, pull
                  trailers and roll-off hoists. The company also
                  manufactures environmental roll-off containers
                  such as sludge containers with tarps and
                  several lid configurations, vacuum containers,
                  frac tanks and miniature frac tanks.

Chapter 11 Petition Date: February 28, 2003

Court: Northern District of Indiana (South Bend Division)

Debtors' Counsel: John R. Humphrey, Esq.
                  Paul T. Deignan, Esq.
                  Sommer Barnard Ackerson
                  400 Bank One Tower
                  111 Monument Circle
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax : (317) 713-3699

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

A. ESPM Midwest's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Advanta Bank Corp.          Trade Debt                 $10,772

BankCard Center             Trade Debt                  $9,730

Carboline Company           Trade Debt                 $36,999

Custom Heists, Inc.         Trade Debt                 $11,589

Fastenal                    Trade Debt                  $6,860

Federated Insurance         Group Health Premium       $14,786

G.V.W. Tire Inc.            Trade Debt                 $15,390

Industrial Service Group    Trade Debt                 $12,363

Joe's Salvage, Inc.         Trade Debt                 $16,091

Murray Leasing LLC          Trade Debt                  $5,805

Namasco                     Trade Debt                 $46,759

National Vacuum Equipment   Trade Debt                  $8,540

New Life Parts              Trade Debt                 $17,138

Northstar Productions       Trade Debt                  $5,813

O'Neal Steel Corp.          Trade Debt                 $11,046

Olympic Steel               Trade Debt                 $26,301

Pre-Pro Assembly East       Trade Debt                  $7,200

Prime Transport Inc.        Trade Debt                 $17,443

The BIC Alliance Inc.       Trade Debt                  $8,000

Weldstar                    Trade Debt                 $10,584


B. Environmental Service's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
AFCO                        Gen. Insurance Premium    $13,300

Delta Rubber                Trade Debt                $12,183

Dentoni's Welding Works     Trade Debt                $82,384

Don Miner                   Trade Debt                $12,110

Downing Paint & Equipment   Trade Debt                $27,496

E.F. Kludt #12673           Trade Debt                $17,564

E.I. Dupont DE Nemours      Trade Debt                $28,397
& Co.

Fleetpride                  Trade Debt                $14,007

Gary Steel Division         Trade Debt               $105,277

Grange Debris Box and       Monthly Building Lease    $39,315
Wrecking

Holland USA, Inc.           Trade Debt                $11,629

Hydraulic Controls          Trade Debt                $16,801

PDM Steel Services          Trade Debt               $107,150

Pioneer Cover-All           Trade Debt                $35,867

Reliance Sheet and Strip    Trade Debt                $31,554

Sierra Airgas               Trade Debt                $57,718

State Fund                  Workers Comp. Premium    $151,026

Tahoma Tire Services        Trade Debt                $28,373

Tulsa Winch                 Trade Debt                $30,000

Wells Fargo Card Service    Trade Debt                $23,034


C. ESP Enterprises' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
ABI Logistics, Inc.         Trade Debt                  $3,173

Armstrong Equipment         Trade Debt                  $2,861

Arthur Harris & Company     Trade Debt                  $2,289

Carboline Company           Trade Debt                 $21,563

Century Wheel & Rim         Trade Debt                 $27,054

Dentoni's Welding Works     Trade Debt                 $30,454

E.I. Dupont DE Nemours &    Trade Debt                $106,508
Co.

Envirocon Int'l. Consulting Trade Debt                  $6,490

Gary Steel Division         Trade Debt                $448,993
PO Box 41250
Santa Ana, CA 92799-1250
Tel: 562-906-2020

Jason Reis                  Trade Debt                   $2,283

Jose A. Miranda             Trade Debt                   $4,100

National Vacuum Equipment   Trade Debt                   $9,538

PDM Steel Services          Trade Debt                 $108,030

Pinnacle                    Trade Debt                  $12,055

Pre-Pro Assembly            Trade Debt                   $2,595

Roger Fox                   Trade Debt                   $9,483

Ryder                       Trade Debt                   $6,416

Sprint PCS                  Trade Debt                   $5,372

Tahama Tire Services        Trade Debt                   $8,590

USF Surface Preparation     Trade Debt                   $2,510


GENTEK: General Chemical Unit Enters Joint Venture with Esseco
--------------------------------------------------------------
General Chemical Corporation, a subsidiary of GenTek Inc. (OTC
Bulletin Board: GNKIQ), and Esseco S.p.A., announced plans to
form a joint venture, Esseco General Chemical LLC, to supply
various sodium and sulfur-based chemistries to the North
American market. Initially, the joint venture will focus on the
supply and distribution of all grades of sodium metabisulfite,
sodium sulfite and sodium thiosulfate, among other products.

"General Chemical and Esseco are excited to be bringing together
our respective technical, market, distribution and manufacturing
expertise," said Charlie Shaver, vice president and general
manager of GenTek's Performance Products business. "With our
combined global capabilities, the new Esseco General Chemical
joint venture will be able to bring even more value to our North
American customers, who have been served by General Chemical for
almost 90 years."

"This joint venture will allow Esseco to bring our over 80 years
of experience in these products to North America and
demonstrates the long term commitment of both Esseco and General
Chemical to continue to grow as global leaders in these
markets," said Piero Nulli, Chief Executive Officer of Esseco.

In the fourth quarter of 2002, Esseco launched a 20,000-ton per
year expansion of its sodium metabisulfite plant in Trecate,
Italy. "We believe this expansion will strengthen the joint
venture's position as a leading supplier to North America, and
Esseco's position as a leading global supplier," said Nulli.

It is anticipated that the joint venture will be operational
early in the second quarter of 2003. Details will be discussed
with General Chemical's customers individually by
representatives of General Chemical and the joint venture. The
implementation of the joint venture is subject to certain
conditions, including approval of the Bankruptcy Court in
Delaware.

General Chemical Corporation, which traces its roots to 1899, is
part of GenTek's Performance Products business headquartered in
Parsippany, N.J. GenTek's Performance Products segment operates
a network of more than 40 production facilities in North America
and Europe, in addition to various technical centers,
warehouses, terminals and distribution operations, and is a
global supplier to a wide variety of end markets, including
petroleum refining, water treatment, semiconductor,
pharmaceutical and personal care, paper, foods and chemical
processing.

Esseco S.p.A, founded in 1920 and based in Trecate, Italy, is a
leading European manufacturer and global supplier of sulfur
dioxide and a wide range of its derivative products. Esseco's
products serve diverse markets and industries, including paper,
water treatment, rubber, textiles, glass, agriculture and foods.

GenTek Inc., is a technology-driven manufacturer of
communications products, automotive and industrial components,
and performance chemicals. A global leader in a number of
markets, GenTek provides state-of-the-art connectivity solutions
for telecommunications and data networks, precision automotive
valve-train components, and performance chemicals for
environmental, pharmaceutical and personal care, technology and
chemical- processing markets. Additional information about the
company is available on GenTek's Web site at
http://www.gentek-global.com

On October 11, 2002, General Chemical, its parent, GenTek Inc.,
and 30 of its U.S. affiliates filed voluntary petitions for
relief under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware to
facilitate a restructuring of GenTek and certain of its U.S.
affiliates. General Chemical commenced its Chapter 11 process in
the United States because its other Chapter 11 affiliates are
all either obligors or guarantors under GenTek's senior secured
credit facility. Since the Chapter 11 filings, GenTek and its
affiliates, including General Chemical, have continued to
operate their businesses as debtors in possession under the
provisions of the U.S. Bankruptcy Code and will continue their
business operations in the ordinary course.


GENTEK INC: Court Convenes Exclusivity Extension Hearing Today
--------------------------------------------------------------
The hearing on GenTek Inc., and its debtor-affiliates' request
to extend their exclusive periods will convene today, March 4,
2003 at 2:00 p.m., in Wilmington, Delaware.

As previously reported, the Debtors asked the Court to extend
their initial exclusive periods for proposing and obtaining
acceptances of one or more reorganization plans for another 90
days.  Specifically, the Debtors asked the Court to extend their
Exclusive Proposal Period through and including May 9, 2003 and
their Exclusive Solicitation Period through and including
July 8, 2003. (GenTek Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLEACHER CBO: Two 2000-1 Classes' Ratings Lowered to Low-B Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B-1, and B-2 notes issued by Gleacher CBO 2000-1 Ltd.,
a high-yield arbitrage CBO transaction managed by Gleacher
Capital Management LLC, and removed them from CreditWatch where
they were placed on February 12, 2003.

The rating actions reflect factors that have negatively affected
the credit enhancement available to support the notes. These
factors include a negative migration in the credit quality of
the performing assets in the pool and a decline in the weighted
average fixed coupon from the collateral pool available for
hedge and interest payments.

Standard & Poor's noted that its Trading Model test, which
measures the credit quality of a portfolio's ability to support
the rating on a given tranche, is out of compliance according to
the January trustee report. Securities worth $87.59 million, or
23.8% of the performing collateral, come from obligors with
ratings in the 'CCC' range. Furthermore, securities worth
$153.73 million, or 41.81% of the performing collateral, come
from obligors whose ratings are currently on CreditWatch with
negative implications.

The transaction has also been failing the minimum fixed coupon
test. According to the latest trustee report, the minimum
weighted average fixed-rate coupon was at 8.9% versus the
required 10.05%.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash-flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A, B-1, and B-2 notes, given the current quality of the
collateral pool, was not consistent with the prior ratings.
Consequently, Standard & Poor's has lowered its ratings on these
notes to the new level. Standard & Poor's will continue to
monitor the performance of the transaction to ensure that the
ratings assigned to the rated tranches continue to reflect the
credit enhancement available to support the notes.

                        RATINGS LOWERED

                      Gleacher CBO 2000-1

              Rating
   Class   To         From             Current Balance (mil. $)
     A       AA-        AAA/Watch Neg    276
     B-1     BB+        A-/Watch Neg     33
     B-2     BB+        A-/Watch Neg     10


GLOBAL CROSSING: Worldcom Seeks Relief to Reject Three Contracts
----------------------------------------------------------------
WorldCom, Inc., asks the Court for relief from the automatic
stay so it can seek authority in its own bankruptcy case to
reject certain of its contracts with Global Telesystems Ltd., GT
U.K. LTD. and GT Landing Corp.

Thomas R. Califano, Esq., at Piper Rudnick LLP, in New York,
informs the Court that IDB WorldCom Services, Inc., a subsidiary
of WorldCom, Inc. and a debtor in the WorldCom Bankruptcy Case,
entered into agreements for the purchase of capacity on the GX
Debtors' telecommunications system connecting:

    -- the United States to the United Kingdom,

    -- the United Kingdom to the Netherlands,

    -- the Netherlands to Germany, and

    -- Germany to the United States.

Specifically, IDB WorldCom entered into:

    -- a Capacity Purchase Agreement dated as of March 11, 1998
       with Global Telesystems Ltd.;

    -- an Indefeasible Right of Use Agreement in Inland Capacity
       (United Kingdom) dated as of June 5, 1998 with GT U.K.
       LTD.; and

    -- an Indefeasible Right of Use Agreement in Inland Capacity
       (United States) dated as of June 5, 1998 with GT Landing
       Corp.

The total annual cost under the Agreements is $3,000,000.

Mr. Califano tells the Court that WorldCom has determined that
the network capacity IDB WorldCom purchased from the GX Debtors
pursuant to the Agreements is no longer beneficial to the
WorldCom bankruptcy estate.  IDB WorldCom has re-routed to other
systems all the traffic from the AC-1 system corresponding to
the three agreements.  Thus, WorldCom expects to have no use in
its ongoing business for all of the capacity purchased under
these three agreements, which are a cash drain on the WorldCom
bankruptcy estates.  By rejecting the Agreements, WorldCom will
save its bankruptcy estates $3,000,000 in administrative expense
per annum for unnecessary capacity.

WorldCom wants to reject the Agreements effective as of
January 1, 2003.

Absent relief from the automatic stay, WorldCom will be
effectively denied its statutory rights under Section 365 of the
Bankruptcy Code and, as a consequence, be saddled with an
administrative burden to the prejudice of its bankruptcy estates
and creditors.

Mr. Califano points out that there will be no prejudice to the
Debtors or their creditors if WorldCom is granted relief from
the automatic stay.  While the Agreements ultimately may be
rejected in the WorldCom Bankruptcy Case, the GX Debtors will
recover their capacity to sell to other customers.  Furthermore,
the contemplated rejection of the Agreements will not impose a
hardship on the GX Debtors as they will not be required to
respond or otherwise to participate in the rejection proceeding.
(Global Crossing Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


HAYES LEMMERZ: Wants Additional Time to Move Actions to Delaware
----------------------------------------------------------------
Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, explains that Hayes Lemmerz
International, Inc., and its debtor-affiliates still have not
finished determining which of the state court actions they will
remove.  The Debtors are parties to numerous judicial and
administrative proceedings currently pending in various courts
or administrative agencies throughout the country.  The Actions
involve a wide variety of claims, some of which are extremely
complex.  Mr. Clark also points out that the Debtors have filed
a Reorganization Plan and Disclosure Statement with the Court.
The Debtors are committed to emerging from Chapter 11 in the
first half of 2003, consistent with the timetable outlined to
the Court and all interested parties at the outset of these
cases.

For these reasons, the Debtors ask the Court to further extend
the deadline in which they can remove any prepetition actions
for another three months, through the longer of:

    -- June 3, 2003, or

    -- 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       removed.

At the outset of these cases 14 months ago, Mr. Clark relates
that the Debtors prioritized their goals, first to stabilize
their business operations, next to formulate and implement a
five-year business plan which would lay the foundation for
emerging from these proceedings, and finally to negotiate a
reorganization plan.  Consistent with these goals, the Debtors
have worked diligently to develop the Plan that is fair and
equitable to its creditor constituencies.

Mr. Clark asserts that another extension of the removal period
is reasonable.  The extension sought will afford the Debtors
sufficient opportunity to make fully informed decisions
concerning the possible removal of the Actions and protect the
Debtors' valuable right to economically adjudicate the lawsuits
pursuant to Section 1452 of the Judiciary Procedures Code if the
circumstances warrant removal.

Mr. Clark further assures the Court that the Debtors'
adversaries will not be prejudiced by this extension because the
adversaries may not prosecute the Actions absent relief from the
automatic stay.  Nothing will prejudice any adversary whose
proceeding is removed from pursuing a remand pursuant to Section
1452(b) of the Bankruptcy Code.

Judge Walrath will convene a hearing to consider the Debtors'
request on March 6, 2003 at 9:30 a.m.  By application of
Del.Bankr.LR 9006-2, the Removal Period is automatically
extended through the conclusion of that hearing. (Hayes Lemmerz
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HOLLINGER INC: S&P Assigns B Rating to US$110-Mill. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Hollinger Inc.'s proposed US$110 million senior secured notes
due 2010. Net proceeds from the offering are expected to
refinance Hollinger Inc.'s existing indebtedness, make an
advance to its controlling shareholder Ravelston Corp. Ltd., to
repay debt at Ravelston, and for general corporate purposes.

In addition, all ratings outstanding on Hollinger Inc., and its
subsidiaries, including Hollinger International Inc., and
Hollinger International Publishing Inc., remain on CreditWatch
with negative implications, where they were placed Dec. 11,
2002, reflecting Standard & Poor's concerns over near-term
maturities at the Hollinger Inc. holding company level.

Hollinger Inc. recently has announced that it has received an
extension to March 14, 2003, from Feb. 28, 2003, on the US$44.0
million payment that was due under its C$90.8 million bank
facility. The proposed refinancing would allow Hollinger Inc. to
repay all of the outstanding facility, thus removing concerns
about refinancing risk.

"The proposed notes were rated at 'B', two notches below the
'BB-' long-term corporate credit rating, to reflect structural
subordination to debt outstanding at its subsidiaries, mainly at
HIPI," said Standard & Poor's credit analyst Barbara Komjathy.

The resolution of the CreditWatch placement is dependent upon
the successful completion of the announced transaction at
Hollinger Inc. before March 14, 2003, after which the long-term
corporate credit ratings will be affirmed at 'BB-' with a
negative outlook. The anticipated negative outlook following the
CreditWatch resolution reflects Hollinger's financial profile
and policy that remain aggressive for the rating category. To
maintain the 'BB-' rating, Standard & Poor's anticipates that
Hollinger will reduce its consolidated debt burden in 2003 from
the sale of noncore assets and/or from the application of
internal cash flows. In addition, credit measures are expected
to improve in the near term, including operating margins, EBITDA
coverage of interest, and preferred dividends and leverage
ratios, to more in line with the rating category. In particular,
EBITDA coverage of interest and preferred dividends should reach
close to 2.0x in 2003.

The ratings are based on the consolidated group of Hollinger
companies, including parent Hollinger Inc. The ratings on
Hollinger reflect the strong market positions of the company's
two key newspapers, The Daily Telegraph (U.K.) and the Chicago
Sun-Times (U.S.), and the geographic diversity they provide,
which help to mitigate regional downturns. These factors are
offset by the inherent cyclicality of the advertising revenues
and newsprint prices and by Hollinger's relatively aggressive
financial profile and policy.


HORSEHEAD IND.: Wants to Continue Hiring Ordinary Course Profs.
---------------------------------------------------------------
Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
and its debtor-affiliates want to continue the employment of the
professionals they turn to in the ordinary course of their
businesses through the duration of the Companies' chapter 11
cases.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to permit them to pay each Ordinary Course
Professional, without a prior application to the Court, 100% of
the fees and disbursements incurred, upon the submission of an
appropriate invoice setting forth in reasonable detail the
nature of the services rendered and disbursements actually
incurred, subject to a $10,000 per month per Professional cap.

In the event that an Ordinary Course Professional seeks more
than $10,000 in compensation in a single month or $100,000 in
the whole duration of the Chapter 11 period, that Ordinary
Course Professional will be required to file a fee application
for the full amount of its fees and disbursements in accordance
with the Bankruptcy Code.  The Debtors ask the Court to allow
them to expend up to $400,000 in fees and disbursements on all
Ordinary Course Professionals.

The Debtors relate that they desire to continue to employ the
Ordinary Course Professionals to render many of the services to
their estates similar to those services rendered prior to the
Petition Date. These professionals render a wide range of legal,
accounting, tax, real estate, and other services for the Debtors
that impact the Debtors' day-to-day operations.

Specifically, the Debtors intend to employ professionals to
assist with:

  a) Labor Issues - The employment of a labor law firm law firm
     to assist with discrimination issues, labor arbitration
     issues, benefit issues and ERISA matters.

  b) State and local legal issues - The employment of law firms
     located in the vicinities of the Debtors' operations to
     assist with issues that might arise under state and local
     laws.

  c) OSHA - The employment of law firms to respond to OSHA
     issues when the need arises.

The Debtors argue that it is essential that the employment of
the Ordinary Course Professionals, many of whom are already
familiar with the Debtors' affairs, be continued on an ongoing
basis so as to avoid disruption of the Debtors' normal business
operations.  The Debtors submit that the proposed employment of
the Ordinary Course Professionals is in the best interest of
their estates and their creditors.


INTERPLAY ENTERTAINMENT: Kisses Auditors Ernst & Young Goodbye
--------------------------------------------------------------
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.

Interplay Entertainment makes PC and console video games with
titles like Dungeon Master II, Redneck Rampage, and Torment.
Among the subsidiaries and divisions under the Interplay
umbrella are 14 Degrees East (strategy and puzzle games), Black
Isle (role playing games), Shiny Entertainment (cartoon
animation), Tantrum (action games), and Digital Mayhem.
Struggling to rebound from financial problems, Interplay is
putting more focus on its console games.


KEY3MEDIA: Wants to Continue Ordinary Course Profs. Employment
--------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates want to
continue their employment of the professionals they turn to in
the ordinary course of their businesses while they wind their
way through the chapter 11 process.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that the continued employment of the Ordinary Course
Professionals is important to obtain services like:

     (a) tax preparation and other tax advice; and

     (b) legal services with regard to:

           i) routine litigation,

          ii) collection matters,

         iii) reimbursement and regulatory matters,

          iv) government investigations,

           v) acquisitions, divestitures, and other corporate
              matters, and

          vi) real estate issues.

The Debtors utilize the professionals in the ordinary course of
their businesses to provide the services required on a day-to-
day basis to manage the Debtors' affairs. Although the Ordinary
Course Professionals are not integral to the administration of
the Debtors' cases or the carrying out of their duties as
debtors in possession, the Ordinary Course Professionals are
integral to the operation of the Debtors' business.

The Debtors submit that it would be more costly and more
financially inefficient to require the Ordinary Course
Professionals to file separate applications for retention with
the Court.

Consequently, the Debtors propose that they be permitted to pay
each Ordinary Course Professional, without prior application to
the Court, up to a total of $25,000 per month.  At this time,
the Debtors believe that the fees payable to the Ordinary Course
Professionals will not exceed $25,000 per month per
professional.

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.


KIT MANUFACTURING: Completes Sale of RV Division to Extreme RVs
---------------------------------------------------------------
KIT Manufacturing Company (OTC: KTMC) announced that on
January 30, 2003, it had completed the sale of substantially all
of the assets of its Recreational Vehicles Division to Extreme
RVs LLC, an Idaho limited liability company. The assets were
sold for cash and the assumption of certain liabilities related
to the RV Division. The Company also agreed to sell certain real
property to Extreme. Pending the sale of the real property to
Extreme, the Company has leased the real property to Extreme.

"By selling these assets and reducing non-essential expenses,
KIT has significantly strengthened its balance sheet," said KIT
Chairman and CEO Dan Pocapalia. "The Company has initiated a
comprehensive corporate restructuring program that includes a
dramatic reduction in corporate overhead expenses. We believe
these initiatives will enable us to profitably operate our
manufactured housing division while the Company continues to
review a definitive agreement to sell this segment of the
business to an unaffiliated third party."

KIT Manufacturing Company is a leading producer of manufactured
homes and constructs both single-section and multi-section
manufactured homes under brand names that include Cypress,
Chateau, Sierra XL, Sunrise and Golden State. KIT sells
manufactured homes through a network of approximately 60 dealers
in the western United States and Canada and a wholly owned
retail facility.

                         *    *    *

            Liquidity and Going Concern Uncertainty

In its Form 10-Q for the period ended July 31, 2002, the Company
stated:

"The Company's consolidated financial statements have been
presented on the basis that it will continue as a going-concern,
which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company has suffered net losses of $3,061,000 for the nine
months ended July 31, 2002, and $2,527,000 and $269,000 for the
years ended October 31, 2001, and 2000, respectively.  The
Company has used cash from operating activities of $3,437,000
for the nine months ended July 31, 2002 and $2,311,000 and
$1,720,000 for the years ended October 31, 2001 and 2000,
respectively. These recurring losses and the need for continued
funding, as discussed below, raise substantial doubt about the
Company's ability to continue as a going concern.

"The Company has funded its financial needs primarily through
operations and its lines of credit, as amended.  At October 31,
2001, the Company had cash and cash investments of $5,991,000,
which was restricted under its then existing line of credit, as
amended, and working capital of $3,499,000.  At July 31, 2002,
the Company had cash and cash investments of $783,000, which was
not restricted under its new line of credit, working capital of
$1,024,000 and availability under its current line of credit of
$27,000. The Company remains dependent upon its ability to
obtain outside financing either through the issuance of
additional shares of its common stock or through borrowings
until it achieves sustained profitability through increased
sales and improved product margins. The Company's business
continues to focus on the manufacturing, marketing and selling
of its manufactured homes and recreational vehicles.

"Management also plans to continue its internal cost reduction
initiatives that were implemented in previous years.
Additionally, management believes that given current sales and
margins, and with the additional funding provided under a new
long-term credit facility, as amended in August 2002, the
Company should have sufficient capital resources to sustain its
operations through fiscal year 2002.  Should the Company require
further capital resources during 2002, it would most likely
address such requirement through a combination of sales of its
products, sales of equity securities, and/or additional debt
financings. If circumstances changed, and additional capital was
needed, no assurance can be given that the Company would be able
to obtain such additional capital resources.

"If unexpected events occur requiring the Company to obtain
additional capital and it is unable to do so, it then might
attempt to preserve its available resources by deferring the
creation or satisfaction of various commitments, deferring the
introduction of various products or entry into various markets,
or otherwise scaling back its operations. If the Company were
unable to raise such additional capital or defer certain costs
as described above, such inability would have a material adverse
effect on the financial position, results of operations, cash
flows and prospects of the Company.

"In fiscal 2001, the Company assumed significantly all
responsibility in connection with the daily operations of the
retail sales partnership.  Although the original partnership
agreement governing the relationship between the Company and the
minority interest holder provided participating rights to the
minority holder and thus precluded the Company from
consolidating the retail sales partnership, the partnership's
recurring losses and need for continued funding required the
Company's attention.  The retail sales partnership commenced
operations in fiscal 1998 and has continued to perform
substantially below expectations with losses trending
significantly higher in each successive year.  While lenders'
tightened credit policies and industry-wide excess inventory
levels were partially responsible for the partnership's poor
performance, the Company's management raised some concerns
regarding the minority interest holder's management of the
partnership's operations in accordance with the original
agreement.  The partnership agreement specifically delegated
day-to-day operating responsibility and decision making
authority to the minority interest holder and it is management's
belief that such responsibilities could have been performed at a
higher level, as evidenced by the poor operating results
previously mentioned. As a result, in fiscal 2001, the Company
continued to fund 100% of the partnership's working capital
needs and also became substantially involved in the decision
making process and its daily operations.  Additionally, the
Company purchased the minority interest holder's 30% interest
in the partnership for $20,000 in cash and the assumption of
$40,000 in debt and has consolidated its investment effective
the beginning of fiscal 2001."


KMART CORP: Wants to Pull Plug on Self-Checkout Equipment Lease
---------------------------------------------------------------
Pursuant to a Master Lease Agreement dated August 2, 2001, the
Debtors lease 790 NCR self-checkout units from General Electric
Capital Corporation.  The self-checkout equipment is used to
allow customers to pay for merchandise without a Kmart
Corporation associate's assistance.

As part of their restructuring strategy, the Debtors have
determined that the equipment is no longer cost-effective for
them and their ongoing business.  The equipment uses outdated
technology, which costs the Debtors large sums in repair and
maintenance charges.  The Debtors also note that the lease
payments under the Agreement no longer bear any relation to the
value of the equipment.  They could purchase new self-checkout
units today for about two-thirds as much as they pay in lease
payments.

Thus, the Debtors seek the Court's authority to terminate the
Master Lease Agreement.

The Debtors inform the Court that rejecting the equipment will
save them $55,700,000 over the course of the term of the
Agreement.  The Debtors pay $2,200,000 each month in lease
payments for the equipment.  In addition, 257 self-checkout
units are located in stores that the Debtors intend to close.
The Debtors estimate that there are very high costs associated
with relocating and re-installing the equipment.

Aside from the economics, the Debtors relate that it is not
clear if the self-checkout units will be a part of their ongoing
business. (Kmart Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


KNOLOGY BROADBAND: Asks Court for Final Decree Closing this Case
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
October 29, 2002, the U.S. Bankruptcy Court for the Northern
District of Georgia confirmed Knology Broadband, Inc.'s
Prepackaged Reorganization Plan.

The Debtor tells the Court their chapter 11 Plan took effect
November 6, 2002, and the transactions contemplated under the
Plan have been consummated.  The estate has been fully
administered and there is no motion, contested matter or other
proceeding pending on the court's docket.  Moreover, the Debtors
paid all fees due to the United States Trustee and other parties
entitled to compensation.  Consequently, the Debtor asks the
Court for entry of a final decree closing this case.

Knology Broadband, Inc. provides services to certain of its
affiliates which are providers of cable TV, telephone and high
speed Internet access to business and residential customers. The
Debtor filed for chapter 11 protection on September 18, 2002
(Bankr. N.D. Ga. Case No. 02-1154).  Barbara Ellis-Monro, Esq.,
Michael S. Haber, Esq., and Ronald E. Barab, Esq., at Smith,
Gambrell & Russell, LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $43,646,524 in total assets and
$473,814,416 in total debts.


LEATHERLAND: Brings-In Roetzel & Andress as Bankruptcy Counsel
--------------------------------------------------------------
Leatherland Corp., d/b/a Leather Limited, asks for permission
from the U.S. Bankruptcy Court for the Northern District of Ohio
to employ Roetzel & Andress as Counsel.

The Debtor tells the Court that it has selected Roetzel &
Andress as its attorneys because such firm has experience and
knowledge in the field of debtors' and creditors' rights and
because it believes that the firm is well qualified to represent
it as a debtor-in-possession in this case.

As the Debtor's counsel, Roetzel & Andress will be required:

  a) provide legal advice with respect to the Debtor's powers
     and duties as a debtor-in-possession in the continued
     operation of its business and management of its properties;

  b) take all necessary action to protect and preserve the
     Debtor's estate, including the prosecution of actions on
     behalf of the Debtor, the defense of any actions commenced
     against the Debtor, negotiations concerning all litigation
     in which the Debtor is involved, and objecting to claims
     filed against the Debtor's estate;

  c) prepare on behalf of the Debtor, as a debtor-in-possession,
     all necessary motions, answers, orders, reports and other
     legal papers in connection with the administration of its
     estate herein; and

  d) perform any and all other legal services for the Debtor, as
     a debtor-in-possession, in connection with this Chapter 11
     case, including the formulation and implementation of a
     plan of reorganization.

Roetzel & Andress will bill the Debtor in its current hourly
rates:

          Patricia B. Fugee     $195 per hour
          Bruce R. Schrader     $235 per hour
          Jerome Cox            $175 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.


LTV CORP: Wins Nod to Recover Documents Accidentally Produced
-------------------------------------------------------------
LTV Steel Company, Inc., tells Judge Bodoh it brings this motion
to avoid distinct harm that will result if counsel for one of
its creditors is able to use inadvertently produced privileged
documents against LTV Steel in litigation unrelated to the
bankruptcy proceeding.

On June 20, 2002, as part of the Allocation Proceeding, Judge
Bodoh ordered LTV Steel to make thousands of documents available
to its creditors within 24 hours.  The documents spanned a wide
range of LTV Steel's operations and were compiled so that
potential purchaser of the assets could accurately assess the
risks and benefits associated with a purchase.  A significant
portion of the data room documents focused on environmental
matters, including the status of pending litigation and
regulatory proceedings.  Before gaining access to the data room,
all potential purchasers of LTV Steel's assets were required to
sign confidentiality agreements.  Those agreements confirmed
that the potential purchasers were gaining access to "evaluation
materials" which is non-public, confidential and/or proprietary.
Potential purchasers could disclose the evaluation material to
their advisors only on a need-to-know basis and only after those
advisors agreed to maintain the confidentiality of the
information.  This material could not be used in any other way
for any third party's benefit to LTV Steel's detriment.

During the allocation proceeding, various LTV Steel creditors
"clamored for access" to the environmental documents contained
in the data room as well as certain environmental surveys.
Among the leaders of the charge to obtain access were K&L
attorneys, who were representing several creditors.  When the
first round of the allocation hearings ended, counsel for
several of the creditors asked for immediate access to the
environmental documents in order to further prepare their case
for the continued proceedings.  Over LTV Steel's objections,
Judge Bodoh signed a written order granting the creditors
immediate access to the environmental documents.  Under the
terms of the order, LTV Steel had 24 hours to make over 21,000
pages of environmental documents available or face a further
delay in the proceeding, and the recalling of witnesses.

LTV Steel complied with the order and, despite its reasonable
precautions, inadvertently disclosed to its creditors several
documents that are either classic attorney work product or
contain attorney-client privileged communications.  LTV Steel
learned of its disclosure when attorneys from Kirkpatrick &
Lockhart, who represent Baker Environmental, Inc., in an
unrelated breach of contract action against LTV Steel in a case
styled "Baker Environmental, Inc. v. LTV Steel Company" pending
in the Western District of Pennsylvania, wrote a letter to
counsel for LTV Steel stating that LTV Steel had failed to
produce certain documents in that action.  Baker claimed that
LTV Steel had waived privilege for these documents by producing
them to certain LTV Steel creditors in the Allocation
Proceeding.

Allowing the use of those documents to prejudice LTV Steel's
interest in unrelated litigation violates the spirit of the
attorney-client and work product privileges and the rationale
behind the disclosures in this proceeding.  Because the
overriding interests of justice preclude a finding that LTV
Steel has waived the work product protections or privilege
attendant with these documents, LTV Steel seeks a ruling
requiring the creditors to return these inadvertently produced
documents and to not make any use of them.

                 JWP/Hyre Electric Responds

Kenneth D. Reed, Esq., at Abrahamson & Reed in Hammond, Indiana,
responds to this motion on behalf of JWP/Hyre.  He points out
that the Debtor's motion is non-specific as to the identity of
persons to whom it may have sent the documents in question,
except perhaps for naming one of the lawyers for Baker
Environmental Company.

Mr. Reed himself states that he has no recollection of ever
having received any of the allegedly "confidential" work product
or privileged documents.  In addition, a search was conducted by
a paralegal working for Mr. Reed, who was in charge of
maintaining the LTV Steel files, and after several hours of
searching, the paralegal was unable to find any such documents.

Nonetheless, counsel for JWP/Hyre received a letter requesting
return of the documents, and has been served with a copy of the
motion.

LTV Steel founds its motion on the predicate assumption that
"allowing the use of those documents to prejudice LTV's interest
in unrelated litigation violates the spirit of the attorney-
client and work product privileges. . . ."  JWP/Hyre is not
involved in any unrelated litigation and has absolutely no use
for the documents, even if it had ever laid eyes on them.  It
costs time and money to search files and prepare responses to
motions such as that filed by the Debtor.  The Debtor should at
least know the persons or companies to which it inadvertently
sent the allegedly confidential documents.  It should limit its
inquiries and motions to those individuals and companies.

For these reasons, JWP/Hyre objects to the motion as it pertains
to JWP/Hyre or its counsel, and asks for the assessment of
reasonable attorney's fees and costs for burdening JWP/Hyre and
its counsel with having to search its records and respond to the
motion, in the reasonable sum of $2,250.

                 Bank One Trust Company Answers

Bank One, represented by Eric M. Stoller, Esq., at the Columbus
firm of Schottenstein Zox & Dunn Co. LPA, says that counsel for
the Debtors already contacted Bank One's counsel seeking return
of any documents in its possession.  Accordingly, Bank One
believes that the Debtor seeks to subject Bank One and its
counsel to the terms of the motion and any relief that is
granted on it, despite the fact that the primary dispute appears
to be between the Debtors and the law firm of Kirkpatrick &
Lockhart.

As already stated by letter, neither Bank One nor its counsel
has any knowledge of receiving copies of any of the documents,
and to the best of its knowledge, Bank One is not in possession
of any of the documents.  Further, neither Bank One nor its
counsel ever visited the data room described in the Motion.  It
is therefore not possible to return any of the documents to the
Debtors, or make use of the documents.  Accordingly, the motion
should be denied if it requires Bank One or its counsel to take
any action.

                            *   *   *

Considering this motion on an expedited basis, Judge Russ Kendig
orders certain documents be returned:

      (1) Outline of proof prepared by LTV Steel's counsel in
          the Baker Environmental litigation;

      (2) LTV Steel's confidential mediation statement prepared
          by counsel in the Baker Environmental litigation;

      (3) Summaries of litigation and potential litigation
          prepared by LTV Steel's in-house counsel; and

      (4) a memo from LTV Steel's in-house counsel to a member
          of senior management relating to environmental issues
          at the Cleveland Works.

Judge Kendig holds that LTV Steel's inadvertent production of
these documents does not waive the attorney-client privilege
and/or work product protections for these documents.  He finds
that LTV Steel took "reasonable precautions" to prevent
inadvertent disclosure based on the breadth of the document
production and the limited time in which it was required to
produce the documents.  All persons, parties or entities who
received the documents or had access to them are required to:

      (a) return these documents to LTV Steel or certify that
          they have destroyed the documents; and

      (b) make no use of these documents or the information
          contained in them. (LTV Bankruptcy News, Issue No.
          45; Bankruptcy Creditors' Service, Inc., 609/392-
          00900)


MEDCOMSOFT INC: Net Capital Deficit Slides-Down to $1.7 Million
---------------------------------------------------------------
MedcomSoft Inc., (TSX - MSF) announced financial and operating
results for its second fiscal quarter ended December 31, 2002.

             Overview of the Second Quarter Activities

During this second fiscal quarter, MedcomSoft continued its
stabilization and reorganization efforts. In that regard, the
Company:

     - Recalled its core R&D team and resumed its development
activities to provide ongoing support for existing products and
to prepare for release of additional features that will maintain
its product competitive edge in the marketplace. New releases
for Medworks 4.0 and Record 1.3 have been scheduled for the
third quarter.

     - Retained the services of the Malahat group, a highly
specialized team with extensive experience in sales, marketing,
and channel development; to help reengineer its distribution and
market penetration strategies for the US market.

     - Negotiated several strategic alliances with new
distribution partners in the US and released product interfaces
to eight of the top practice management systems in that market.

                    Results of Operations

Revenue for the quarter was $143 thousand compared to $65
thousand for the second quarter last year. For the quarter, the
gross margin was $137 thousand or 96% of revenue compared to $57
thousand or 88% of revenue for the second quarter in the prior
year. Revenues recognized during the quarter included $59
thousand from utilization fees in Canada and the remainder was
attributed to the sale of MedcomSoft Record licenses and related
services in the United States.

Income from operations in the second quarter was $2 thousand
compared to a loss from operations of $4.4 million in the second
quarter of last year. The Company realized a net income after
tax in the second quarter of $3 thousand, compared to a net loss
after tax of $4.4 million for the second quarter of last year.

During the quarter, the Company recorded, as a reduction of
expenses, $483 thousand relating to an agreement reached during
the quarter with Lamsak Pty. Limited and its affiliates in
Australia to terminate and release each other from all
obligations under the Software License Agreement and related
contracts executed in May 2000 and December 2000.

There was no tax expense recorded in the second quarter as there
are sufficient non-capital loss carryforwards to reduce current
tax expense to nil.

At December 31, 2002 cash and short-term investments were $nil
compared to $13 thousand at the June 30, 2002 year-end, a
decrease of $13 thousand. Accounts receivable decreased to $22
thousand compared to $29 thousand at the year-end due to timing
and collection of customer billings. Prepaid expenses of $63
thousand increased compared to the $50 thousand balance at year-
end due to the timing and recognition of certain prepayments
made during the quarter. The Company continues to maintain
inventories sufficient to support immediate sales activities.

As at December 31, 2002, MedcomSoft continued to have no long-
term debt and capital lease obligations were $21 thousand
compared to $55 thousand at the year-end. Deferred revenue
decreased to $104 thousand compared to $572 thousand at the
year-end. This decrease was mainly attributable to the
recognition of income of $483 thousand on the software license
agreement with Lamsak Pty. Limited and its affiliates in
Australia, net of deferred revenue arising on payments received
on certain licenses sold to United States physicians for which
the company has not recorded revenue. Only a pro-rata portion of
maintenance contracts was recorded in revenue in the second
quarter, with the balance remaining in deferred revenue.

After two years of profitable operations in fiscal 2000 and
2001, the Company incurred a significant operating loss in
fiscal 2002, which resulted in a capital deficiency of $2.5
million and a working capital deficiency of $2.9 million as at
June 30, 2002. The Company currently has a capital deficiency of
$1.7 million and a working capital deficiency of $2.0 million as
at December 31, 2002. The Company's continued existence is
dependent upon its ability to maintain profitable operations and
obtain financing. At the Company's annual and special meeting
held on December 4, 2002, the shareholders of the Company
approved a resolution providing for advance approval of private
placement(s) of securities resulting in the issuance of up to a
maximum of 14,000,000 Common Shares. The Company is currently
pursuing various options with its creditors and has made efforts
to restore profitable operations. However, there can be no
assurance that the Company will be able to maintain profitable
operations, nor that financing efforts will be successful.


MET WELD: Chapter 11 Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Met Weld, Inc.
        5727 Ostrander Road
        Altamont, New York 12009

Bankruptcy Case No.: 03-11164

Type of Business: Manufacturer of a wide range of fabricated
                  industrial equipment, components and systems
                  from one-of-a-kind specialty items to high
                  volume production quantities.  See
                  http://www.metweld.com/about-us.html

Chapter 11 Petition Date: February 26, 2003

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  Three City Square, Third Floor
                  Albany, NY 12207
                  Tel: (518) 465-2333

Total Assets: $2,515,861

Total Debts: $1,574,317

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Nooney Controls Corporation                            $46,079

Chromalox                                              $33,642

Textron Financial Corporation                          $24,225

Emerick Associates, Inc.                               $23,480

Hayward Industrial Products, Inc.                      $26,053

Horizon Solutions Corp.                                $16,406

Adirondack Heat & Frost Insulation                     $16,850

ACI Controls, Inc.                                     $15,235

American Tank and Fabrication Company                  $13,395

CBM Fabrications, Inc.                                 $13,106

Empire State Electric Supply, Inc.                     $14,023

Kaman Industrial Technologies                          $13,894

Robicon Corporation                                    $12,521

Team Ocean Services                                    $12,590

Tri County                                             $11,319

Micro Motion, Inc.                                     $10,559

Thermo Reax                                             $8,911

CPI Controls, Inc.                                      $9,788

Pall Trincor                                            $9,546

Magnetrol International, Inc.                           $9,194


MORTGAGE ASSET: Fitch Rates 3 P-T Cert. Classes at Low-B Levels
---------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc. $926.2 million
mortgage pass-through certificates, series 2003-2, MASTR Asset
Securitization Trust 2003-2 classes 1-A-1, 2-A-1 through 2-A-13,
3-A-1 through 3-A-14, PO, 15-A-X, 30-A-X and A-R (senior
certificates) are rated 'AAA' by Fitch Ratings.

In addition, Fitch rates the $6.6 million class 30-B-1
certificates 'AA', $2.6 million class 30-B-2 certificates 'A',
$1.8 million class 30-B-3 certificates rated 'BBB', $0.8 million
class 30-B-4 certificates rated 'BB', $0.8 million class 30-B-5
certificates rated 'B' and $0.3 million class 15-B-5
certificates 'B'.

The 'AAA' rating on the 1-A-1, 2-A-1 through 2-A-13, PO, and 15-
A-X and A-R senior certificates reflects the 1.25% subordination
provided by the 0.60% class 15-B-1, 0.30% class 15-B-2, 0.15%
class 15-B-3 and 0.20% privately offered classes 15-B-4 through
15-B-6 certificates. The 'AAA' rating on the 3-A-1 through 3-A-
14, PO, and 30-A-X senior certificates reflects the 3.35%
subordination provided by the 1.65% class 30-B-1, 0.65% class
30-B-2, 0.45% class 30-B-3 and 0.60% privately offered classes
30-B-4 through 30-B-6 certificates. 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 also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Wells Fargo Bank Minnesota, N.A., which is rated
'RMS1' by Fitch.

The mortgage loans have been divided into three groups. The
class 1 and class 2 certificates represent an ownership interest
in the Group 1 and Group 2 mortgage loans, respectively. The
subordinate certificates of the class 1 and class 2 certificates
are cross-collateralized with both loan Groups. The class 3
certificates represent an ownership interest in the Group 3
mortgage loans only (is not crossed with Group 1 and Group 2).

Group 1 consists of fully amortizing, mostly 15-year fixed-rate
mortgage loans secured by first liens. As of the cut-off date
(Feb. 1, 2003), the mortgage pool demonstrates a weighted
average original loan-to-value ratio of 59.01%. Approximately
22.47% of the loans were originated under a reduced
documentation, streamlined or stated income program. Cash-out
and rate/term refinance loans represent 18.52% and 73.59% of the
mortgage pool, respectively. Second homes account for 6.73% of
the pool. The average loan balance is $476,626. The weighted
average FICO score is 739. The states that represent the largest
portion of mortgage loans are California (26.89%), Virginia
(6.65%), Florida (6.08%), Maryland (5.65%) and Illinois (5.52%).

Group 2 consists of fully amortizing, mostly 15-year fixed-rate
mortgage loans secured by first liens. As of the cut-off date
(Feb. 1, 2003), the mortgage pool demonstrates a weighted
average OLTV of 58%. Approximately 23.14% of the loans were
originated under a reduced documentation, streamlined, no ratio
or stated income program, and 0.46% of the loans were originated
under a no income-no asset documentation program. Cash-out and
rate/term refinance loans represent 21.97% and 71.31% of the
mortgage pool, respectively. Second homes account for 4.80% of
the pool. The average loan balance is $480,509. The weighted
average FICO score is 738. The states that represent the largest
portion of mortgage loans are California (29.37%), Virginia
(5.39%), New Jersey (5.32%) and Illinois (5.08%).

Group 3 consists of fully amortizing, mostly 30-year fixed-rate
mortgage loans secured by first liens. As of the cut-off date
(Feb. 1, 2003), the mortgage pool demonstrates a weighted
average OLTV of 67.43%. Approximately 34.35% of the loans were
originated under a streamlined, reduced documentation, limited
or stated income program, and 0.10% of the loans were originated
under a no income-no asset documentation program. Cash-out and
rate/term refinance loans represent 24% and 58.76% of the
mortgage pool, respectively. Second homes account for 1.15% of
the pool. The average loan balance is $449,782. The weighted
average FICO score is 739. The states that represent the largest
portion of mortgage loans are California (48.53%), Virginia
(8.29%), Maryland (6.48%) and Illinois (5.88%).

Approximately 8.50% of the Group 1 and Group 2 mortgage loans
and approximately 1.20% of the Group 3 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.

MASTR, a special purpose corporation, deposited the loans into
the trust, which issued the certificates. JPMorgan Chase Bank
will act as trustee. For federal income tax purposes, elections
will be made to treat the trust fund as three real estate
mortgage investment conduits.


MOTOROLA INC: Del. Courts Nix Next Level Appeal re Tender Offer
---------------------------------------------------------------
Thursday, the Delaware Chancery Court and the Delaware Supreme
Court both denied Next Level Communications, Inc. (Nasdaq: NXTV)
efforts to pursue an appeal of the Chancery Court's decision not
to enjoin Motorola, Inc.'s (NYSE: MOT) pending tender Offer for
all of the outstanding shares of stock of Next Level, not owned
by Motorola. Friday, Motorola issued the following letter to the
Next Level stockholders:

February 28, 2003

To Fellow Shareholders of Next Level Communications, Inc.

     "We are writing to provide you an update regarding the
status of the tender offer that we commenced on January 27, 2003
to acquire all of the shares of common stock in Next Level that
Motorola does not already own at a price of $1.04 per share in
cash. We will shortly amend our Offer to provide an update of
the events that have occurred since our Offer was announced and
to make certain technical amendments to it.

               We Want to Set the Record Straight

     "The volume of press releases, SEC filings and court
appearances by Next Level has been overwhelming since we
announced our Offer and much of the language and arguments used
by Next Level management and their advisors have been technical,
legalistic and simply false. This makes it harder for you to
come to an informed decision about whether to accept our Offer.

     "Our interest, like yours, is to get the best return
possible out of our investment in Next Level. With nearly $180
million invested in the company since December 2000, no other
entity, (including Next Level management) has provided as much
support as Motorola.

                  We're All in the Same Boat

     "Like many of you, we have seen our investment in Next
Level deteriorate alarmingly over the past two years and we
haven't just had to swallow the decline in stock value. Motorola
consolidates Next Level's substantial and ongoing losses into
our own income statement, negatively affecting our own financial
performance. We were prompted to make this Offer because we came
to the conclusion that Next Level, like many other small
telecommunications equipment providers, would not be able to
survive without large cash infusions and a change in its cost
structure.

     "The financial markets recognized this problem. Over the
past 2 years Next Level's stock plummeted from a high of $195
per share to a low of 58 cents per share (in November 2002).
Analysts covering the company have acknowledged that Next Level
will require substantial additional funding to continue
operations until the company achieves positive cash flow.
Because of the current market environment, Motorola believes
that Next Level is highly unlikely to be able to raise funds in
the capital markets by floating more shares or issuing
additional debt.

     "The 'significant shareholders' who have indicated that
they would not tender their shares would have you believe that
they share your pain. In reality, these shareholders or their
affiliates (who have a representative on the Next Level
independent committee) have cashed out over $150 million in
proceeds from the sale of Next Level securities from an initial
$10 million investment. How much gain have you realized?

               The High Cost of Remaining Public

     "We believe that the only viable alternative for Next Level
is to secure significant additional funding in order to support
not only sales, operations and R&D, but the company's
substantial costs to remain publicly traded. To our knowledge
Next Level has not been able to secure such funding and we do
not believe it will be able to do so. In fact the only funding
alternative that Next Level ever presented to Motorola would
have obligated Motorola to guarantee a 43% return on investment
to those investors over a 12 month period. Over this period the
actual value declined over 80%.

     "Let's take a look at some of Next Level's costs. In 2001
Next Level paid its top six officers over $1.6 million in cash,
excluding options. Additionally we estimate the annual cost to
Next Level of remaining publicly listed to be approximately $4
million. We believe that without access to additional public
market capital or third party financing Next Level is not able
to support its current cost structure and thus in our view may
not remain viable as an independent public company. After
diligent and deliberate review, we came to the conclusion that
we were no longer willing to finance Next Level under the status
quo.

                          The Facts

     "The Delaware Chancery Court rejected Next Level's charges
that Motorola unfairly timed its Offer.

     "Someone seeking to take advantage of Next Level's price
would have launched its offer when the stock was trading at 58
cents in November 2002, nearly 50% below the price we are now
offering.

     "In denying Next Level's motion for preliminary injunction,
the Delaware Chancery Court considered and rejected the argument
that the timing of the Motorola Offer is inequitable.
Specifically, the Court noted that, "the evidence of record
demonstrates that the timing of Motorola's tender is not related
to the market price of Next Level common stock. Instead, the
timing has been driven by Motorola's change in management and
the overall strategic review initiated in the summer of 2002.
Indeed, the record supports the conclusion that Motorola has
acted consistently and at great expense to itself to maintain
Next Level's NASDAQ listing, thus, preventing further erosion in
Next Level's share price."

     "We believe that the prices at which Next Level stock has
traded since January 13, 2003 reflect speculation surrounding
the Offer and do not reflect Next Level's intrinsic value. In
fact, the $1.04 price represents a 14.4% premium over the
closing price on January 10, 2003, the day before Motorola
announced the Offer and premium of 28.6%, 22.6% and 17.7% over
the 90, 20 and 5 trading days ending on January 10, 2003. In our
view $1.04 significantly exceeds the intrinsic value of Next
Level.

     "The Delaware Chancery court rejected Next Level's claims
that Motorola failed to disclose material information.

     "Motorola believes that the Court's ruling demonstrates
that Next Level's efforts to block the stockholders
consideration of the tender Offer are without merit. In fact,
the Court found that Next Level demonstrated no reasonable
probability of success on any of its claims and that certain of
its claims '[p]erhaps exceed[ed] the reasonable bounds of
zealous advocacy.'

     "In its opinion, the Court noted, 'the record developed in
connection with these expedited proceedings supports a
conclusion that Motorola has fully and adequately disclosed all
material information and that its tender Offer is not
inequitably coercive.' The Court further concluded, '[I]n the
circumstances, the decision to accept or reject Motorola's offer
should be left in the hands of the Next Level stockholders.'

     "In rejecting Next Level's attempt to appeal the Delaware
Chancery Court's earlier findings, the Court noted that 'on the
disclosure issues, this was not that hard a case.'

     "Indeed, despite all of the noise about Motorola failing to
disclose material information, the only item Next Level could
successfully point to was a typographical error Motorola made on
page 3 of our Offer to Purchase. We had erroneously attributed
Next Level's $1.79 loss per share for the first nine months of
2001 to the first nine months of 2002. Next Level reported
losses per share of $0.78 in the first nine months of 2002, as
we correctly noted in the table on page 36 of the Offer to
Purchase.

     "Next Level has a long history of wishful and inaccurate
thinking about its prospects.

     "In our view, Next Level's revised management case
projections, first made available on February 4, 2003,
significantly overstate Next Level's likely financial
performance and valuation. In fact, Next Level's projected
revenue growth dramatically exceeds the independent estimates of
Wall Street firms providing equity research analysis of Next
Level.

     "As the Delaware Chancery Court noted in its rejection of
Next Level's motion for a preliminary injunction, '[i]t is
unclear to this court whether Next Level has ever met its
projections during the last year. In fact, in February 2002,
Next Level projected 2002 annual revenues to be $150 million.
Next Level's actual 2002 revenues were approximately $57
million. Similarly, in September 2002, Next Level projected
fourth quarter 2002 revenues as $22 million. Actual revenues for
that period were approximately $14 million.'

     "In support of its new projections, Next Level has cited
substantial progress with regard to the regional Bell operating
companies and other major telecommunications providers. Yet, as
the Court observed in deeming Next Level's projections
'substantially unreliable', Next Level management has a history
of 'optimistic forecasting . . . about impending large customer
orders or imminent turnarounds in financial performance that
have invariably proven to be incorrect.'

     "For 2003 Next Level also projected operating margins of
(18%) compared to (69%) by Credit Suisse First Boston.
Historically, Next Level's unadjusted operating margin was (96%)
and (186%) in 2002 and 2001, respectively.

     "Next Level's earnings per share performance has repeatedly
fallen short of Wall Street's expectations. During 2002, Next
Level missed consensus expectations by an average of 24%.

             What is Next Level's Realistic Future?

     "Next Level has already been notified that its stock would
be delisted from the NASDAQ National Market for failure to
comply with the National Market's minimum bid and shareholder
equity requirements. If Next Level's appeal from such
notification in unsuccessful and such delisting were to occur,
liquidity and institutional support for the stock would likely
drop, along with valuation and trading volume. In addition, Next
Level has acknowledged that if it does not obtain approximately
$30 million in financing before the end of March, it may not be
able to avoid a "going concern" qualification from its auditors.

     "Who has your interests in mind and has a solution for Next
Level?

     "The interests of Next Level management and its advisors
are not necessarily the same as yours. In our view they are
fighting for their own high-paying jobs and/or fees and for
select investors who have already profited handsomely from their
investment in Next Level. The irony is not lost on us that Next
Level is spending hundreds of thousands of dollars of
shareholder money fighting this Offer when in all likelihood
those dollars came from Motorola. We are glad that the Delaware
Chancery Court and the Delaware Supreme Court have granted you
the opportunity to make up your mind about the merits of this
Offer. As you consider this Offer, we would pose to you two
questions:

     -- What would the price of Next Level's common stock be
        without Motorola's consistent financial support?

     -- What would the price of Next Level's common stock be
        today without Motorola's pending Offer?

     "If you have any questions or if you need assistance,
including assistance in tendering your shares, you should
contact the Information Agent at the following address and
telephone number:

          Georgeson Shareholder Communications Inc.
          17 State Street, 10th Floor
          New York, New York 1004
          Toll Free: 866-203-9357

          Banks and Brokers may call collect: 212-440-9800

            Notice For Next Level Securityholders

"Next Level securityholders and other interested parties are
urged to read Motorola's tender offer statement and other
relevant documents filed with the SEC because they contain
important information. Next Level security holders will be able
to receive such documents free of charge at the SEC's web site,
www.sec.gov , from Motorola, Inc. at 1303 E. Algonquin Road,
Schaumburg, Illinois 60196, ATTN: Investor Relations, or by
calling Georgeson Shareholder toll free at (866) 203-9357.
Copies of the full text of the Chancery Court's opinions denying
the motions for preliminary injunction and interlocutory appeal
are also available by contacting Motorola at the above address
or by calling Georgeson Shareholder at the above telephone
number."

Motorola, Inc., (NYSE: MOT) is a global leader in providing
integrated communications and embedded electronic solutions.
Sales in 2002 were $26.7 billion. Motorola is a global corporate
citizen dedicated to ethical business practices and pioneering
important technologies that make things smarter and life better
for people, honored traditions that began when the company was
founded 75 years ago this year. For more information, please
visit: http://www.motorola.com


NASH FINCH: Pays 1.5% to Bondholders for Late SEC Filing Waiver
---------------------------------------------------------------
Nash Finch Company (Nasdaq:NAFCE) announced that holders of more
than 51% of the Company's $165,000,000 8-1/2% Senior
Subordinated Notes due 2008, agreed to waive the previously
reported default under the Indenture resulting from the
Company's failure to file certain financial reports with the
Securities and Exchange Commission.  The waiver requires the
Company to file its Form 10-Q for its third fiscal quarter of
2002 by May 15, 2003.  Such holders also agreed to extend the
time for the Company to file its Form 10-K for its fiscal year
ended December 28, 2002 and its Form 10-Q for its first fiscal
quarter of 2003 until June 15, 2003. In consideration for the
waiver, the Company will pay a fee to the bondholders equal to
1.5% of the outstanding principal amount of the notes.

The 10-year Senior Subordinated Notes were issued by NASH-FINCH
COMPANY, are guaranteed by Nash-Finch subsidiaries T.J. MORRIS
COMPANY, SUPER FOOD SERVICES, INC., GTL TRUCK LINES, INC.,
PIGGLY WIGGLY NORTHLAND CORPORATION, and ERICKSON'S DIVERSIFIED
CORPORATION, and additional guarantees are provided by HINKY
DINKY SUPERMARKETS, INC., and U SAVE FOODS, INC.

As previously reported in the Troubled Company Reporter, an
unremediated default under the Indenture governing the 8-1/2%
Senior Subordinated Notes due 2008 for which U.S. BANK TRUST
NATIONAL ASSOCIATION serves as the Trustee would have triggered
a cross-default under the Company's bank credit facility.  That
$250,000,000 facility -- according to information obtained from
http://www.LoanDataSource.com-- provides the Company with
financing provided by:

                                        Revolving
                                           Loan      Term Loan
          Lender                        Commitment   Commitment
          ------                        ----------   ----------
    Bankers Trust Company              $14,000,000  $21,000,000
    General Electric Capital Corp.     $14,000,000  $21,000,000
    Harris Trust and Savings Bank      $14,000,000  $21,000,000
    U.S. Bank National Association     $14,000,000  $21,000,000
    Firstar Bank, N.A.                 $10,000,000  $15,000,000
    GMAC Commercial Credit LLC         $10,000,000  $15,000,000
    The Bank of Tokyo Mitsubishi Ltd.  $10,000,000  $15,000,000
    Transamerica Business Credit Corp. $10,000,000  $15,000,000
    National City Bank                  $4,000,000   $6,000,000
                                      ------------ ------------
                                      $100,000,000 $150,000,000

Nash-Finch has indicated that for the third and fourth quarters
of fiscal year 2002, based upon unaudited information prepared
under the assumption that the current accounting for Count-
Recount charges is determined to be correct, for fiscal 2002 the
Company had total sales and revenues of $3.9 billion compared to
$4.0 billion for fiscal 2001. While sales were difficult in this
competitive environment, based on the same assumption, the
Company was able to achieve net earnings and diluted earnings
per share of $29.7 million and $2.46, respectively, as compared
to $21.2 million and $1.78, respectively, for the prior fiscal
year, as reported.  In addition, for the 16-week period ended
October 5, 2002, the Company had net earnings of $7.3 million
and diluted earnings per share of $0.61 compared to $6.0 million
and $0.50, as reported, for the comparable period last year. For
the 12-week period ended December 28, 2002 the Company had net
earnings of $8.4 million and diluted earnings per share of $0.70
compared to $6.7 million and $0.55, as reported, for the prior
period.

Nash Finch Company is a Fortune 500 company and one of the
leading food retail and distribution companies in the United
States with approximately $4 billion in annual revenues. Nash
Finch owns and operates 112 stores in the Upper Midwest,
principally supermarkets under the AVANZA(TM), Buy n Save(R),
Econofoods(R), Sun Mart(R), and Family Thrift Center(TM) trade
names. In addition to its retail operations, Nash Finch's food
distribution business serves independent retailers and military
commissaries in 28 states, the District of Columbia and Europe.
Further information is available on the Company's Web site at
http://www.nashfinch.com

Nash-Finch Company's 8.500% bonds due 2008 (NAFC08USR1) are
trading at about 65 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NAFC08USR1
for real-time bond pricing.


NATIONAL CENTURY: UST Amends Creditors' Committee Membership
------------------------------------------------------------
Katalin Kutasi of Alliance Capital Management, LP resigned from
the Official Committee of Unsecured Creditors of National
Century Financial Enterprises, Inc., and its debtor-affiliates.
The Committee now consists of eight members:

1. Allan Martia
    Biomar Technologies
    221 East Walnut Street, #243
    Pasadena, California 91101
    Telephone Number: 626-440-8288
    Fax Number: 626-440-8299
    Claim Amount: $250,000

2. Linda Schwieterman
    Expert Technical Consultants, Inc.
    5115 Parkcenter Avenue, Suite 275
    Dublin, Ohio 43017
    Telephone Number: 614-766-5103 ext. 12
    Fax Number: 614-798-5228
    Claim Amount: $67,200

3. Alexander Hoinsky
    Solutions For Management, Inc.
    8 East Germantown Pike, Suite 100
    Plymouth Meeting, Pennsylvania 19462
    Telephone Number: 610-832-5901 ext. 100
    Fax Number: 610-832-5909
    Claim Amount: $35,660

4. Peter Clinton, John Costa and Geoff Arens
    ING Capital Markets LLC, agent for Mont Blanc Capital Corp.
    1325 Avenue of the Americas
    New York, New York 10019
    Telephone Number: 646-424-6514
    Fax Number: 646-424-6077
    Claim Amount: $456,862,239 -- NPF VI

5. Mohan V. Phansalkar
    Pacific Investment Management Co.
    840 Newport Center Drive, Suite 300
    Newport Beach, California 92660
    Telephone Number: 949-720-6180
    Fax Number: 949-720-6361
    Claim Amount: $283,300,000 -- NPF XII

6. Scott Wyler
    III Finance Ltd.
    C/O III Offshore Advisors
    250 South Australian Ave., Ste. 600
    West Palm Beach, Florida 33401
    Telephone Number: 561-555-5885
    Fax Number: 561-655-5496
    Nature of Claim: Note Holder
    Amount of Claim: $180,000,000 - NPF XII

7. Steven P. Rofsky
    Ambac Investments Inc.
    One State Street Plaza
    New York, New York 10004
    Telephone Number: 212-208-3441
    Fax Number: 212-797-5725
    Claim Amount: $120,500,000 -- NPF VI
                   $54,000,000 -- NPF XII

8. Oliver Dieudonne
    Ofivalmo Gestion
    75017 Paris, France
    Telephone Number: 00-331-40686056
    Fax Number: 00-331-40559213
    Claim Amount: $10,000 -- NPF VI
(National Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAT'L HERITAGE: Volatile Earnings Spur S&P to Cut Ratings to Bpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and insurer financial strength ratings on National
Heritage Insurance Co., to 'Bpi' from 'BBpi'.

"The ratings actions are based on National Heritage TX's weak
capitalization, high geographic and product concentrations, and
volatile earnings," said Standard & Poor's credit analyst
Allison MacCullough.

National Heritage TX is licensed and operates only in Texas. Its
major line of business is group accident and health, and it is
not a member of any insurance group. The company commenced
operations in 1976.

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

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


NAVISITE INC: Names Arthur Becker as New Chief Executive Officer
----------------------------------------------------------------
NaviSite, Inc. (NASDAQ: NAVI), a leader in Managed Applications
and Managed Infrastructure for the Mid-Market, announced the
appointment of a new CEO, Arthur Becker, to replace CEO Trish
Gilligan. Gilligan recently guided the company past several key
integration milestones, including the creation of a new
corporate vision, several strategic acquisitions, and
significant internal reorganization.

Becker brings a solid background in finance and corporate
investment and restructuring. He is the founder of several
technology companies and prior to that was a Director at Bear
Stearns. Becker is a founding partner and managing member of
Atlantic Investments, LLC, an investment fund focused on the
Internet Infrastructure and Managed Services industry and has
significant experience in strategic corporate development and
finance. As an executive and board member of ClearBlue
Technologies Management, he played a key role in the
acquisitions of the data centers of the former Colo.com and the
managed services business of the former AppliedTheory. Becker is
currently a member of the NaviSite Board of Directors and has
been instrumental in the acquisition of the senior debt of
Interliant, the corporate integration of ClearBlue Technologies
Management, Inc. and the most recent Avasta acquisition.

Outgoing CEO Trish Gilligan has lead NaviSite through the worst
of the dot-com fallout. She successfully guided the company
through a series of reorganizations and mergers, culminating in
late 2002 with the acquisition of ClearBlue Technologies
Management, Inc.

The transition will take place immediately and Gilligan will
remain with NaviSite in an advisory role through March.

"While many larger competitors have fallen away, NaviSite has
found a way to survive. Through it all, Trish provided
leadership, vision and stability which have been key to holding
the company together through turbulent times," said Andy Ruhan,
Chairman of the Board for NaviSite. "The skills and experience
Arthur brings to NaviSite are especially crucial during this
time of rapid consolidation within the industry. We have a
strong platform in place and look forward to continuing to build
a profitable, leadership position for ourselves in this
Industry."

Over the past few months Gilligan and her management team have
focused on delivering the successful integration of formerly
separate assets into one company. The goal has been to rapidly
build a single integrated operating platform for the entire
company without negatively impacting customers.

"I wanted to guide the company far enough through the
integration process so we felt certain about our new strategy
and confident in a stable future," said Gilligan. "NaviSite has
always been about service delivery excellence with an extremely
high level of customer focus. Before I left, I wanted to ensure
that the best of NaviSite would continue to be at the core of
the new business moving forward."

NaviSite, Inc., a leader in "Always On Managed Hosting(SM)" for
companies conducting mission-critical business on the Internet,
including enterprises and other businesses deploying Internet
applications. The Company's goal is to help customers focus on
their core competencies by outsourcing the management and
hosting of their Web operations and applications, allowing
customers to fundamentally improve the ROI of their web
operations. NaviSite's solutions provide secure, reliable, co-
location and high-performance hosting services, including high-
performance Internet access, and high-availability server
management solutions through load balancing, clustering,
mirroring and storage services. In addition, NaviSite's enhanced
management services, beyond basic co-location and hosting, are
designed to meet the expanding needs of businesses as their Web
sites and Internet applications become more complex and as their
needs for outsourcing all aspects of their online businesses
intensify. The Company's application services, which include
application hosting and management, provide cost- effective
access to, as well as rapid deployment and reliable operation
of, business- critical applications. For more information about
NaviSite, please visit http://www.navisite.com

NaviSite, whose October 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $744,000, is headquartered
at 400 Minuteman Road, Andover, MA 01810 and is majority-owned
by ClearBlue Atlantic, LLC, an affiliate of ClearBlue
Technologies Inc.


NUTRITIONAL SOURCING: Court OKs Innisfree as Balloting Agent
------------------------------------------------------------
Nutritional Sourcing Corporation sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
retain Innisfree M&A Incorporated, as Special Noticing,
Balloting and Tabulation Agent, nunc pro tunc to January 21,
2003

Specifically, Innisfree will:

     a) provide advice to the Debtor and its counsel regarding
        aspects of the vote on the Plan including timing issues,
        voting and tabulation procedures, and solicitation
        materials;

     b) assist the Debtor in obtaining appropriate information
        from the trustee of the bonds and the Depository Trust
        Company;

     c) mail voting and non-voting materials to any registered
        record holder of the Debtor's bonds;

     d) coordinate the distribution of solicitation materials to
        street name bondholders by forwarding the appropriate
        documents to the banks and brokerage firms holding the
        securities, who in turn will forward such materials to
        the beneficial owners for voting;

     e) distribute copies of the master ballots to the
        appropriate nominees so that firms may cast votes on
        behalf of the beneficial owners of certain bonds;

     f) prepare a certificate of service for filing with the
        Court;

     g) handle requests for documents from parties in interest,
        including brokerage firms, bank back offices and
        institutional holders;

     h) respond to telephone inquiries from bondholders and
        other parties regarding the Plan and the Disclosure
        Statement and any voting procedures approved by this
        Court;

     i) receive and examine ballots cast and date and time stamp
        original ballots upon receipt;

     j) tabulate ballots received before the voting deadline;
        and

     k) prepare a vote certification for filing with the Court.

The Debtor agrees to pay Innisfree:

     (i) a one-time $15,000 project fee to coordinate the
         delivery of materials to the banks and brokerage firms
         holding the Debtor's notes,

    (ii) labor charges for mailing the solicitation packages,
         tabulating the ballots and receiving telephone
         inquires, and

   (iii) usual and customary hourly rates for consulting
         services to be provided, which range between $175 and
         $400 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: Sets Annual Shareholders' Meeting 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:

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

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

     - 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.

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

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

                            *    *    *

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

The outlook is negative.

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


PACIFIC GAS: Gets Approval to Refund $157-Mil. FERC-Ordered Dues
----------------------------------------------------------------
Pacific Gas and Electric Company obtained permission from the
U.S. Bankruptcy Court for the Northern District of California to
pay its refund obligations to certain customers in accordance
with several final orders issued by, and two settlement
agreements approved by, the Federal Energy Regulatory
Commission.  Each of these settlement agreements and FERC orders
reduced or reallocated charges previously passed on by PG&E to
its customers and ordered that PG&E refund the customers
accordingly.  Some of these refund obligations can be addressed
by adjustments and credits to customer accounts but others
necessitate actual payment.

PG&E and other state utilities generally pass on charges imposed
by the California Independent System Operator Corporation to
their customers by adjusting rates.  The FERC provides very
strict guidelines as to how the utilities can pass on these
costs and which customers must bear the increased rates.  The
FERC typically issues preliminary indications subject to later
review and, if necessary, customer refunds.  To settle disputes,
the FERC conducts extensive hearings and issues binding orders.

PG&E will effect three categories of FERC-ordered refund
obligations before the confirmation of its reorganization plan:

    -- $110,000,000 to its Transmission Owner Tariff customers;

    -- $37,000,000 to its Existing Transmission Contract
       customers; and

    -- $10,500,000 to its Wholesale Transmission Owner Tariff
       Customers.

A. Transmission Revenue Balancing Account Adjustment

In connection with California's electric industry restructuring,
the CAL ISO was established to provide operational control over
most of the state's electric transmission facilities and to
provide open access, on comparable terms and conditions, for
electric transmission service.  Mr. Lafferty relates that PG&E
serves as the scheduling coordinator under the CAL ISO Tariff to
facilitate the continuing transmission service under certain of
the ETC Customer contracts that PG&E entered into before the CAL
ISO was established.  The CAL ISO then bills PG&E, as the
scheduling coordinator, for providing certain services
associated with the contracts.  These CAL ISO charges are
referred to as SC costs.

Since April 1, 1998, PG&E has included the SC Costs in its
calculation of rates for TO Tariff Customers via an accounting
mechanism known as the Transmission Revenue Balancing Account
Adjustment.  Recently, however, the FERC held in its Opinion 16
No. 458, issued on August 5, 2002, that PG&E's use of the TRBAA
mechanism resulted in its TO Tariff Customers paying for all of
the SC Costs.  The FERC concluded that some recovery of these
costs should come from PG&E's ETC Customers.  As a result, the
FERC ordered PG&E to refund the TO Tariff Customers
$110,000,000, of which $75,000,000 reflects prepetition
payments.  This adjustment will not involve any cash layout by
PG&E and will be effected solely through lower transmission
rates to TO Tariff Customers in 2003.

B. Reliability Service Tariff

The CAL ISO also imposes charges on PG&E and the state's other
investor-owned electric utilities for certain expenses that the
CAL ISO incurs in its efforts to ensure reliable electricity
services.  These charges are collectively referred to as
Reliability Service Charges.

Since June 29, 2000, PG&E has allocated the RS Charges to both
ETC and TO Tariff Customers.  Pursuant to a final order, Opinion
No. 459, issued on August 2, 2002, the FERC held that PG&E
lacked authority to collect the RS Charges from its ETC
Customers. Therefore, PG&E is obligated to refund $37,000,000 in
charges to the ETC Customers.  This amount will be re-allocated
and collected from retail TO Tariff Customers pursuant to a
partial settlement approved by the FERC.

C. TO5 Rate Case and TAC Implementation Settlements

On June 26, 2001, the FERC approved a settlement of PG&E's fifth
Transmission Owner Rate case reducing its transmission rates.
On February 27, 2002, the FERC approved a settlement that had
been entered into by PG&E and all parties to PG&E's Transmission
Access Charge Implementation filing, which made changes to
PG&E's TO Tariff to implement a new rate methodology adopted by
the CAL ISO.  The TAC Settlement incorporates certain changes to
the rate design itself, rather than PG&E's revenue requirement.
(Pacific Gas Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PANDA FUNDING: S&P Downgrades Pooled Project Bonds Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Panda
Funding Corp.'s $105 million pooled project bonds to 'B+', from
'BB-', following reports of forced outages at its Brandywine
facility that will weaken its cash flow for the next two years.
The outlook remains negative, reflecting the concern that PFC
has a smaller margin of error and its financials could
deteriorate rapidly if Brandywine fails to achieve a very high
availability outside of its scheduled maintenance period in 2003
and 2004.

Forced outages at Brandywine, a 230 MW cogeneration facility
located in Maryland, affected two months of operation in 2002
and, the availability during that period averaged about 57%. The
average availability for the entire year, however, was closer to
92%. The corresponding reduction in capacity payments lowered
PFC's 2002 debt service coverage ratio to 1.14x and its
consolidated DSCR to 1.04x.

Partly due to the outage in 2002, the company decided to defer
its scheduled maintenance into 2003 and 2004. Because the
scheduled maintenance periods will count against the units'
availability, Brandywine will receive lower capacity payments
and incur higher maintenance expenses in 2003 and 2004.

Rosemary, PFC's other facility, completed the installation of
its water distillation unit at the end of last year. The
distillation unit is expected to be fully operational within the
next few weeks.

PFC is an intermediate holding company that depends on dividends
from its Brandywine and Rosemary facilities to service its debt.
Brandywine represents about 75% of PFC's cash flows, with
Rosemary contributing the balance. Brandywine sells capacity and
power to Potomac Electric Power Company (BBB+/Stable/--) under a
long-term 25-year power purchase agreement. Rosemary sells
capacity and energy to Virginia Electric and Power Company (A-
/Stable/--) under a long-term PPA.


PEREGRINE SYSTEMS: March 31, 2002 Net Capital Deficit Tops $360M
----------------------------------------------------------------
Peregrine Systems, Inc., (OTC: PRGNQ) filed audited annual
financial statements for the three fiscal years ended March 31,
2002, which included restatements of fiscal years 2001 and 2000.
Peregrine submitted the audited financial statements to the U.S.
Bankruptcy Court in the District of Delaware and the Securities
and Exchange Commission on Form 8-K.

For the restatement period, between April 1, 1999 and Dec. 31,
2001, Peregrine reduced previously reported revenue of $1.34
billion by $509 million. Of that revenue reduction,
approximately $259 million was reversed for non-substantiated
transactions, while $70 million was reversed and used to reduce
acquisition or investment costs. The remaining $180 million will
be reported as revenue in future periods, assuming all relevant
criteria for revenue recognition are eventually satisfied.

Completion of the audited statements marks the culmination of an
intensive worldwide financial review that Peregrine's board of
directors and new management initiated after accounting
irregularities were discovered in May 2002. The company hired
new senior management in June 2002 and replaced its independent
accountants with PricewaterhouseCoopers.

"Peregrine's commitment to putting our financial house in order
gave rise to an exhaustive review to ensure the accuracy and
reliability of financial results for the three fiscal years,"
said Gary Greenfield, Peregrine's CEO, who joined the company in
June 2002. "We conducted a thorough investigation, identified
issues and have taken corrective measures to prevent or detect
future occurrences. The restatement is behind us, and we are now
creating a foundation to ensure that the company's financial
policies and practices meet the highest standards in the
future."

        Audited Results -- Fiscal 2002, 2001 and 2000

The total revenue reported from continuing operations for the
three fiscal years was $441.2 million for fiscal 2002, $213.4
million for fiscal 2001, and $131.6 million for fiscal 2000.
Reported revenue came from Peregrine's core business and other
non-core product lines (Remedy, FacilityCenter, Transportation,
Telco) that were divested after the fiscal year ended March 31,
2002. The results exclude revenue from Peregrine's Supply Chain
Enablement business of $123.9 million and $97.2 million for
fiscal 2002 and 2001, respectively. The SCE business, which was
acquired in June 2000 in the Harbinger Corp., transaction and
sold in June 2002, was treated as a discontinued operation in
the audited financial statements.

For fiscal 2002, the company posted a loss from continuing
operations of $1.5 billion, compared with a loss of $374.8
million in fiscal 2001. The loss from continuing operations for
fiscal 2000 was $217.4 million. A substantial portion of these
losses resulted from one-time acquisition costs, non-cash
impairment charges for long-term assets related to acquisitions,
and amortization of stock-based compensation.

"Our license fee revenue in our ongoing business grew
substantially during the period, climbing by about 50 percent
from fiscal 2000 to 2001 and approximately 75 percent between
2001 and 2002," said Greenfield. "This growth in revenue during
the audited period, along with recent business activity, gives
us confidence in our ongoing business. The company continues to
perform well against the operating plan adopted last September,
and we are on track to expand our leadership in consolidated
asset and service management software."

Restatement -- Fiscal 2000 and 2001, first three quarters of
fiscal 2002 Revenue adjustments of $509 million for the
restatement period related to five areas:

     -- Reseller Sales: Revenue from sales to resellers has been
        reduced by $225 million, predominantly for non-
        substantiated transactions. For much of the restatement
        period, Peregrine recognized revenue when it "sold in"
        to a third-party reseller at the time of the initial
        transaction, regardless of whether there was a firm
        commitment. In the restatement, the company recognized
        revenue on sale to an end-user customer.

     -- Reciprocal Transactions: Peregrine made permanent
        revenue adjustments of $70 million related to reciprocal
        transactions in connection with acquisitions,
        investments and license exchanges. The cash received by
        the company has now been applied to reduce the costs of
        the acquisitions or investments, rather than recognized
        as revenue.

     -- Installment Contracts: In the past, Peregrine recognized
        revenue on long-term installment contracts when it
        entered into the contract. Based on collection history,
        Peregrine recognized installment revenue in the
        restatement when it was collected. This change resulted
        in a $100 million revenue reduction. Some revenue from
        these transactions is due in the future and will be
        recognized when cash is received and all other revenue
        criteria are met.

     -- Other Timing Issues: Approximately $80 million
        represents transactions in which the revenue has been
        deferred to future periods and will be recognized when
        all remaining revenue criteria are satisfied.

     -- Other Accounting Issues: Approximately $34 million in
        revenue was reversed because of erroneous calculations
        or unsupported transactions.

A substantial portion of the uncollectible revenue had
previously been improperly charged as bad debt expense, cost of
acquisitions or accrued liabilities. These inappropriate charges
have been removed from expenses and included as a reduction in
revenue as described above.

Peregrine also generally underestimated the value of the total
cost of acquisitions and non-cash impairment charges. The
company, for example, did not always calculate the fair market
value of stock options as an acquisition cost or correctly value
Peregrine shares issued in some acquisitions.

In addition, the company has corrected its accounting for
receivables financing. Peregrine had earlier accounted for these
transactions as true sales of the receivables to the financial
institutions without recourse, rather than appropriately as
loans from the banks secured by the receivables. As a result, a
loan balance of $141.6 million was added to the balance sheet as
of March 31, 2002.

           Corporate Governance, Compliance Policy

Peregrine's board and management are taking decisive steps to
ensure the company adheres to strict financial reporting and
accounting standards. In Oct. 2002, Peregrine adopted a
corporate compliance policy, with the intent of creating a
company-wide environment in which Peregrine and anyone acting on
behalf of the company adheres to the highest standards of
conduct in complying with the laws, regulations and accounting
principles that govern business practices on a global basis.

To implement the compliance policy, Peregrine's board
established two new positions: a corporate compliance officer, a
senior-level position reporting directly to the board's audit
committee, and an internal auditor, whose role is to assist in
compliance activities related to the company's financial and
operating condition.

"This marks the beginning of a new chapter in Peregrine's
history," said Greenfield. "We have already taken many concrete
steps to help ensure that our business practices are strong,
professional and above reproach, and there are more initiatives
to come. It's our intent to rebuild trust and renew confidence
in our company as we leverage Peregrine's heritage of innovation
and thought leadership as a strategic enterprise software
vendor. We are pleased that our customers continue to buy our
products, and we sincerely appreciate their loyalty."

Founded in 1981, Peregrine Systems develops and sells
application software to help large global organizations manage
and protect their technology resources. With a heritage of
innovation and market leadership in consolidated asset, service
and change management software, the company's flagship offerings
include ServiceCenter(R) and AssetCenter(R), complemented by its
Employee Self Service, Automation and Integration product lines.
Headquartered in San Diego, Calif., Peregrine's solutions
facilitate the automation of business processes, resulting in
increased productivity, reduced costs and accelerated return on
investment for its more than 3,500 customers worldwide.
Peregrine filed a voluntary Chapter 11 petition on Sept. 22,
2002 with the Delaware bankruptcy court. The company filed its
proposed plan of reorganization and disclosure statement with
the court on Jan. 20. More information about Peregrine is
available at http://www.peregrine.com

Peregrine Systems' March 31, 2002 balance sheet (after
restatement) show a working capital deficit of about $307
million, and a total shareholders' equity deficit of about $360
million.


PERSONNEL GROUP: Dec. 29 Balance Sheet Upside-Down by $52 Mill.
---------------------------------------------------------------
Personnel Group of America, Inc. (OTCBB: PRGA.OB), a leading
information technology and professional staffing services
company, announced its results for the fourth quarter and year
ended December 29, 2002.

For the fourth quarter, total revenues were $136.3 million
compared with $154.8 million in the fourth quarter last year.
PGA's Commercial Staffing business contributed $70.9 million, or
52%, of total revenues during the quarter, and the Company's
Information Technology Services practice added $65.4 million, or
48%, of total revenues. Primarily as the result of certain
restructuring and rationalization charges and a further SFAS 142
goodwill impairment charge, PGA reported a net loss of $96.0
million for the fourth quarter, compared with a net loss of
$65.4 million in the fourth quarter last year. During the fourth
quarter of 2002, the Company recorded restructuring and
rationalization charges of $5.7 million ($4.0 million after tax)
related primarily to office closures, branch consolidations and
lease space reductions. Additionally, as required by SFAS 142,
the Company recorded a non-cash goodwill impairment charge of
$89.9 million in the fourth quarter of 2002.

Exclusive of goodwill impairment and restructuring and
rationalization charges, the Company recorded operating income
of $1.4 million for the fourth quarter, versus an operating
loss, also exclusive of goodwill impairment and restructuring
and rationalization charges, of $0.8 million in the fourth
quarter last year.

For the full year, revenues decreased to $557.7 million from
$732.3 million in 2001 and PGA's net loss increased to $350.5
million from $66.7 million in 2001. As previously reported,
effective at the beginning of 2002, the Company was required to
adopt SFAS 142, which resulted in a non-cash goodwill impairment
charge of $242.5 million to reflect the cumulative effect of the
accounting change, net of tax benefit. Exclusive of goodwill
impairment and restructuring and rationalization charges, PGA
reported operating income of $8.1 million down from $14.8
million on an equivalent basis, last year. As a result of the
goodwill impairment and restructuring and rationalization
charges of $89.9 million and $8.3 million, respectively, PGA
reported an operating loss of $90.1 million for full year 2002.

At December 29, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $52 million.

"Our operations held up well in 2002 in the face of what has
been characterized as an extremely difficult environment for the
staffing services industries," noted Larry L. Enterline, PGA
Chief Executive Officer. "As we expected, revenue generation was
a challenge throughout the year and our IT revenue declines
throughout the year more than offset the sequential revenue
increases we saw in Commercial Staffing in the second half. We
focused in 2002 on maintaining our customer relationships,
preserving as much of our infrastructure as possible and
rightsizing our expenses for the reduced revenue expectations.
Despite the tough operating conditions, we generated positive
cash flow during the year and entered 2003 with significant cash
on our balance sheet. More importantly, however, we have
preserved critical infrastructure and our field management has
been successful in keeping key resources intact. Obviously, we
will not see the results of these efforts until the environment
improves, but PGA is better positioned today because of these
strong efforts, and I congratulate each and every one of our
people in the field who stayed with us during this very tough
year."

"We are continuing to pursue a comprehensive financial
restructuring with our senior lenders and significant note
holders," Mr. Enterline added, "and we are working hard with
these creditors to finalize terms and conditions."

PGA continued to manage its cash very closely throughout 2002,
and also reported that 2001 income tax refunds and its ongoing
receivables management programs had resulted in significant cash
generation in 2002. At the end of the fourth quarter, the
Company had $22.6 million of cash on hand and expects to receive
additional federal income tax refunds of approximately $24.4
million in 2003. Days sales outstanding at the end of the fourth
quarter were 43 days in Commercial Staffing (with average DSO
during the year of 40 days), 54 days in IT, and 49 days overall.
DSO at the end of 2001 were 40 days in Commercial Staffing, 56
days in IT, and 50 days overall.

                 Information Technology Services

IT Services revenues in the fourth quarter decreased 6.6% to
$65.4 million from $70.0 million in the third quarter, and 28.0%
from the $90.9 million of revenues in the fourth quarter last
year. IT gross margins were 24.4% in the fourth quarter, up from
23.6% in the third quarter this year and down from 25.5% in the
fourth quarter of 2001. Operating income margin, exclusive of
the fourth quarter 2002 goodwill impairment and restructuring
and rationalization charges, was 3.7%, down from 4.6% in the
third quarter this year, and down from 5.4% in the fourth
quarter last year.

The Company held its bill rate and pay rate spread relatively
constant during the fourth quarter. Average bill rates were
$74.92 in the fourth quarter and average pay rates were $56.79,
up slightly from $74.12 and $56.22, respectively, in the third
quarter. IT billable headcount declined from the third quarter
levels, with an average of approximately 2,027 IT professionals
on assignment during the quarter and 1,969 IT professionals on
assignment at the end of the quarter.

                    Commercial Staffing

Revenues for PGA's Commercial Staffing unit in the fourth
quarter increased 4.8% to $70.9 million from $67.6 million in
the third quarter, and 11.0% from the $63.9 million of revenues
generated in the fourth quarter of last year. Gross profits in
Commercial Staffing in the fourth quarter declined 0.8% from
$15.2 million in the third quarter to $15.0 million. Commercial
Staffing permanent placement revenue in the fourth quarter
decreased 37.3% from the fourth quarter last year, declined
21.3% from the third quarter, and declined as a percentage of
total division sales to 2.3% in the fourth quarter from 3.1% in
the third quarter. As a result of the softer permanent placement
business, gross margin percentage for the quarter was 21.2%,
down from 22.4% in the third quarter, and down from 24.8% in the
fourth quarter last year. Operating income margin was 4.3%, down
from 5.4% in the third quarter this year and down from 4.7% in
the fourth quarter last year.

               New York Stock Exchange Delisting

PGA also reported that the NYSE Committee for Review has denied
the Company's appeal of the Exchange staff's decision to seek
delisting of the Company's common stock and advised the Company
that the staff's decision to delist PGA has been upheld. In
connection with its financial restructuring, the Company intends
to apply for a new stock exchange listing subject to completion
of the financial restructuring.

"Although we are disappointed by the NYSE Review Committee's
decision, we are not surprised by it," said Larry Enterline. "We
expect to return to one of the stock exchanges or the NASDAQ
Stock Market after we complete our financial restructuring, but
in the meantime our stock will continue to trade on the Over the
Counter Bulletin Board where we have been trading since
November."

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations operate as
"Venturi Staffing Partners" and "Venturi Career Partners."


PLAINTREE SYSTEMS: Seeking New Financing to Continue Operations
---------------------------------------------------------------
Plaintree Systems Inc. (TSE: LAN; OTC BB: LANPF), reported
results for the third quarter of fiscal 2003 ended December 31,
2002. (All amounts are expressed in Canadian unless specified
otherwise).

Consolidated revenue for the third quarter ended December 31,
2002 was $114,183 compared to $583,979 for the second quarter of
this fiscal year. The net loss for the third quarter was
$972,378 compared to $1,591,768 for the previous quarter. For
more information on these results, please refer to Plaintree's
Third Quarter financial statements together with the related
Management's Discussion and Analysis, located at
http://www.sedar.com

Plaintree continues to investigate sources of financing.
However, if the Company is not successful in obtaining the
necessary funding and/or if the Company does not meet its
existing forecast, continuation of the existing business may not
be viable. There can be no assurance that the Company will be
able to raise additional capital.

Ottawa-based, Plaintree Systems Inc. -- http://www.plaintree.com
-- founded in 1988, develops and manufactures the WAVEBRIDGE
series of Free Space Optical wireless links using Class 1, eye-
safe LED (Light Emitting Diode) technology providing high-speed
network connections for ISPs, traditional telcos, GSM or
cellular operators, airports and campus networks. Acting as a
replacement for cable, fiber or radio frequency systems, the
WAVEBRIDGE links offer broadband access with no spectrum
interference problems, and same day installation for rapid
network deployment.

Plaintree is publicly traded in Canada on The Toronto Stock
Exchange (Symbol: LAN) and in the U.S. on the OTC BB (LANPF),
with 90,221,634 shares outstanding.

Plaintree's December 31, 2002 balance sheet shows a working
capital deficit of about $700,000 and a total shareholders'
equity deficit of about $291,000.

                    BASIS OF PRESENTATION

The Company's interim consolidated financial statements have
been prepared in accordance with Canadian generally accepted
accounting principles except that these interim consolidated
financial statements do not provide full note disclosure. These
interim consolidated financial statements are based upon
accounting principles consistent with those used in the annual
consolidated financial statements. Accordingly, these interim
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the fiscal 2002 Annual Report.

                        GOING CONCERN

The financial statements as of December 31, 2002 have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business and
pursuant to the Proposal to Creditors referred to in Note 5.
However, there is substantial doubt about the Company's ability
to continue as a going concern because of the Company's losses
during the current year of $2,849,046 and net loss of $972,378
for the three months ended December 31, 2002 and an accumulated
deficit of $97,405,531 at December 31, 2002. The Company's
continued existence is dependent upon the Company's ability to
raise additional capital, to increase sales, achieve
profitability and the agreement of Targa, its largest
shareholder and secured creditor, to not enforce its security.
There are no assurances that the Company will achieve such
results and to date the Company has not secured such funding,
sales or agreements, either through an equity investment or
strategic partnership. The consolidated financial statements do
not include any adjustments related to the recoverability and
classification of recorded asset amounts or the amount and
classification of liabilities or any other adjustments that
might be necessary should the Company be unable to continue as a
going concern.

                  RELATED PARTY TRANSACTIONS

During the Quarter, the Company repaid $200,000 on its credit
facility as described in Note 4, reducing the outstanding
principal balance from $600,000 to $400,000. Lease arrears owing
to the landlord for the Company's Ottawa premises, Tidal Quality
Management, a subsidiary of Targa Group Inc., are included in
Due to Related Parties. The related lease arrears balance as at
December 31, 2002 is $179,571, ($151,262 at September 30, 2002).
The comparative prior period balance of $99,644 at March 31,
2002, is reflected in the Accounts Payable balance at that time.
Interest expense of $25,806 related to these arrears is included
in the Due from Related Parties balance, as a reduction amount
of a larger Due from a Related Party, and is reflected in the
Finance and Administration expense on the statement of
Operations and Deficit. The Company has granted a collateral
mortgage over its land and building property in Arnprior to the
landlord as security for the lease arrears.

                        MANUFACTURING

Due to absence of any material orders, the Company had excess
manufacturing capacity of $109,640 in this third quarter of
fiscal 2003.

             CREDIT FACILITY DUE TO RELATED PARTY

The Company has in place an operating credit facility with a
company controlled by Targa Group Inc., the largest shareholder
of the Company. The credit facility is secured by a general
security agreement covering all assets of the Company and
expires on March 25, 2003. As at December 31, 2002, the facility
that bears interest at the Company's bank's prime rate plus 2%,
amounted to $400,000. Interest expense of $29,067 to date is
included in the Due to Related Parties balance, and is reflected
in the Finance and Administration expense on the statement of
Operations and Deficit.

The Proposal to Creditors under the Bankruptcy & Insolvency Act
the Company made in December of 2002 violated the covenants of
this credit facility. On this basis, Targa will not be extending
further credit and is in a position to enforce its security.

                     PROPOSAL TO CREDITORS

On December 18, 2002, the Company, through its appointed trustee
Doyle Salewski Inc., made a Proposal to Creditors under the
Bankruptcy and Insolvency Act (BIA). The proposal was accepted
by creditors on January 8, 2003 and approved by the Ontario
Superior Court of Justice on January 29, 2003. According to the
proposal, creditor claims are to be paid as follows: Secured
creditors shall be paid in full, in accordance with existing
arrangements or arrangements to be made between the Company and
the holders of these claims. Payment of preferred and unsecured
creditors shall be based on one of two scenarios: Scenario 1 is
contingent on the company arranging a loan of $175,000 and the
funds being advanced by the lender to the company no later than
30 days after Court approval of the Proposal. The aggregate
maximum amount payable to the preferred and unsecured creditors
under this scenario is $150,000. Payment under Scenario 1 shall
be made no later than 30 days after the funds have been advanced
to the Company. In the event the Company is unsuccessful in
obtaining the funds contemplated in the first scenario, payments
of claims will be based on Scenario 2. Under this scenario, the
Company shall issue promissory notes to the preferred and
unsecured creditors entitling them to a share, according to the
amount of their admissible claims, of the available future cash
flow of the Company from January 1, 2003 to December 31, 2006.
The aggregate maximum amount payable to the preferred and
unsecured creditors under this scenario is $250,000. Trustee
fees shall be paid in full, in priority to all other claims, but
shall not exceed $25,000. Adjustments to the statements because
of this proposal will be reflected in the next quarter's
statements. An extension of the Scenario 1, 30-day time period
will be required and the Company anticipates Court approval.


POLAROID CORP: Court Appoints Perry M. Mandarino as Examiner
------------------------------------------------------------
Donald F. Walton, Acting U.S. Trustee for Region 3, sought and
obtained Court approval of his appointment of Perry M.
Mandarino, CPA, as Polaroid Corporation and its debtor-
affiliates' Examiner, pursuant to Rule 2007.1 of the Federal
Rules of Bankruptcy Procedure.

Frank J. Perch, III, Assistant United States Trustee, in
Wilmington, Delaware, informs the Court that the appointment of
Mr. Mandarino is with the consultation of:

    (a) the Debtors' counsel;

    (b) the Creditors' Committee's counsel;

    (c) OEP Imaging Corp.'s counsel;

    (d) JPMorgan Chase Bank's counsel;

    (e) the Securities and Exchange Commission;

    (f) Assistant U.S. Attorneys, Ellen Slights, Esq., and
        Shannon Hanson;

    (g) Kem Toole, Esq. of the U.S. Dept. of Justice, Civil
        Division;

    (h) Leonard Lockwood;

    (i) George Maiorelli;

    (j) Arthur Derek Jerrett;

    (k) John D. Gignac;

    (l) G. Michael Gignac, Jr.;

    (m) Stephen J. Morgan; and

    (n) William Cardinale.

Mr. Mandarino discloses that certain professionals retained by
parties-in-interest in the Debtors' cases have been involved in
unrelated engagements with his firm, Traxi LLC, or himself.
(Polaroid Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PPL CORPORATION: Increases Quarterly Dividend Rate by 6.9%
----------------------------------------------------------
PPL Corporation (NYSE: PPL) increased its common stock dividend
level by 6.9 percent, or $0.10 per share, to $1.54 per share, on
an annualized basis.

PPL Corporation's quarterly dividend rate will increase from
$0.36 per share to $0.385 per share, payable April 1, 2003, to
shareowners of record March 10, 2003.

"This dividend increase is made possible by the high quality of
PPL's earnings, its strong cash and credit positions and our
solid foundation for future growth," said William F. Hecht, PPL
chairman, president and chief executive officer. "Based on the
company's closing stock price yesterday of $34.73 per share,
this dividend increase will improve the current yield on our
common stock to 4.43 percent.

"Our business strategy of capturing margins in electricity
markets while limiting our exposure to volatile energy prices
has significantly reduced our business risk and has produced
solid returns from core operations," Hecht said. These factors,
in turn, permit PPL to increase its dividend, according to
Hecht.

"Recognizing our forecast for continuing improvement both in
cash flow and in earnings," Hecht said, "we would anticipate
being able to grow the dividend in the future." He said the
company projects compound annual growth in core earnings per
share of 5 to 8 percent.

For 2003, PPL has forecast reported earnings of $3.75 to $4.05
per share and earnings from core operations, which exclude
unusual items, of $3.45 to $3.75 per share. Based on the
midpoint of its core earnings forecast for 2003, the company
would be paying shareowners 43 percent of its earnings in the
form of a dividend, Hecht said.

"We believe that this new dividend level maintains the
appropriate balance between near-term shareowner benefits and
the company's efforts to grow value over the long term," said
Hecht.

All of the funding necessary to complete the construction of the
remaining 690 megawatts of planned generation capacity by early
2004 is in place. PPL's credit and liquidity positions will
benefit from the previously announced, planned issuance of $300
million of common stock in 2003. PPL's 2003 earnings forecast
includes the effect of the common stock that the company expects
to issue in 2003. Through Feb. 27, the company has issued about
$58 million of common stock under its structured equity shelf
program and its dividend reinvestment plan.

Cash flow from operations in 2003 is expected to be about $1
billion, and PPL anticipates having positive free cash flow
after the completion of its generation construction. In addition
to strong cash flow, PPL has access to bank-borrowing capacity
of $1.5 billion in the United States and $400 million in the
United Kingdom for its electricity distribution company there.

The difference between the forecast for reported earnings
compared to the forecast of earnings from core operations in
2003 reflects two unusual items that should provide a net
benefit to earnings of $0.30 per share: the adoption of a new
accounting rule addressing asset retirement obligations,
effective January 2003; and the addition to the company's
balance sheet, in the third quarter of 2003, of the variable
interest entities related to the Sundance (Arizona), University
Park (Illinois) and Lower Mount Bethel (Pennsylvania) power
plants, which currently are reflected as operating leases.

PPL Corporation's annualized dividend level was last increased
in April 2002 by 36 percent -- from $1.06 to $1.44 per share, or
from $0.265 per share to $0.36 per share on a quarterly basis.

PPL Electric Utilities Corporation, a subsidiary of PPL
Corporation, today declared the following quarterly dividends on
its preferred stock, payable April 1, 2003, to shareowners of
record March 10, 2003.

     Preferred Preferred (cont.)

     4-1/2% $1.125 6.125% Series $1.53125
     3.35% Series $0.8375 6.15% Series $1.5375
     4.40% Series $1.10 6.33% Series $1.5825
     4.60% Series $1.15 6.75% Series $1.6875

PPL Corporation, headquartered in Allentown, Pa., controls about
11,500 megawatts of generating capacity in the United States,
sells energy in key U.S. markets, and delivers electricity to
customers in Pennsylvania, the United Kingdom and Latin America.
PPL Corp.'s December 31, 2002 balance sheet shows a working
capital deficiency of about $788 million.


RADIO UNICA: Makes $9.3MM Interest Payment on 11-3/4% Sr. Notes
---------------------------------------------------------------
Radio Unica Communications Corp. (OTC Bulletin Board: UNCA), the
nation's only Spanish language radio network, has paid the
$9,287,670 interest payment with respect to its 11-3/4% Senior
Discount Notes due 2006 issued under an Indenture dated July 27,
1998.

Under the Indenture pursuant to which the Senior Discount Notes
were issued, the Company had until March 3, 2003 to make such
interest payment before an event of default would occur. The
Company is presently in discussions with representatives of the
holders of the notes.

The Company expects to report results for the year ended
December 31, 2002 on or before March 27, 2003.

Radio Unica Communications Corp., based in Miami, Florida, is
the only national Spanish-language radio network in the country
and reaches approximately 80% of Hispanic USA through a group of
owned and operated stations and affiliates located nationwide.
The Company's operations include the Radio Unica Network and an
owned and/or operated station group covering the top U.S.
Hispanic markets including Los Angeles, New York, Miami, San
Francisco, Chicago, Houston, San Antonio, McAllen, Dallas,
Fresno, Phoenix, Sacramento, and Tucson.

Radio Unica's September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $12 million.


SALON MEDIA: Issues Conv. Notes & Warrants in Financing Deal
------------------------------------------------------------
On February 11, 2003, Salon Media Group, Inc., sold and issued a
convertible promissory note and warrants in a financing
transaction in which it raised gross proceeds of approximately
$100,000. The terms of the transaction are set forth in the Note
and Warrant Purchase Agreement entered into between the Company
and an Ironstone Group, Inc., the investor. The Note may be
convertible at a future date into equity securities of the
Company at a conversion price to be determined. The warrants
grant the holders thereof the right to purchase an aggregate of
approximately 300,000 shares of the Company's common stock at an
exercise price of $0.0575 per share. The Company will use the
capital raised for working capital and other general corporate
purposes.

The Note automatically converts upon the first closing of the
Company's Series D Preferred Stock securities proposed to be
issued and, if no such Financing shall have occurred by the
close of business on September 30, 2003, then the Note shall
automatically convert into shares of the Company's common stock.
In the event of an automatic conversion of the Note upon a
Financing, the number of shares of preferred or common stock to
be issued upon conversion of this and other notes shall equal
the aggregate amount of the Note obligation divided by the price
per share of the securities issued and sold in the Financing. In
the event of an automatic Note conversion into common stock
absent a Financing, the number of shares of the common stock to
be issued upon conversion of Notes shall equal the aggregate
amount of the Note obligations divided by the average closing
price of the Company's common stock over the sixty (60) trading
days ending on September 30, 2003, as reported on such market(s)
and/or exchange(s) where the common stock has traded during such
sixty trading days.

In connection with the Financing, the Company granted the
Investor a security interest in the Company's assets, subject to
the rights of any Senior Indebtedness (as such term is defined
in the Agreement) and pre-existing rights.

Neither the Note, warrants, nor the shares of common stock
underlying the warrants have been registered for sale under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration under such act or
an applicable exemption from registration requirements.

                         *   *  *

Salon Media Group's September 30, 2002 balance sheet shows that
total current liabilities eclipsed total current assets by about
$2.2 million.

In its SEC Form 10-Q filed on November 13, 2002, the Company
reported:

"As of September 30, 2002, Salon had approximately $0.3 million
in available cash remaining from the issuance of convertible
redeemable notes issued in July 2002. Salon also had $0.5
million of restricted cash held primarily as deposits for
various lease arrangements.

"Net cash used in operations was $1.9 million for the six months
ended September 30, 2002, compared to $3.3 million for the six
months ended September 30, 2001. The principal use of cash
during the six months ended September 30, 2002 was to fund the
$3.1 million net loss for the period and a $0.1 million decrease
in liabilities, offset partly by non-cash charges of $1.1
million. The principal use of cash during the six months ended
September 30, 2001 was to fund the $5.3 million net loss for the
period and a $0.6 million decrease in liabilities, offset partly
by non-cash charges of $2.2 million.

"No cash was used in investing activities for the six months
ended September 30, 2002, compared to an immaterial amount for
the six months ended September 30, 2001. Salon does not expect
any significant capital expenditures during the current fiscal
year.

"Net cash provided from financing activities was $0.6 million
for the six months ended September 30, 2002, compared to $3.1
million for the six months ended September 30, 2001. The
principal source of funds for the six months ended September 30,
2002 was $0.7 million from the issuance of convertible
redeemable notes, offset by $0.1 million of lease payments. The
principal source of funds for the six months ended September 30,
2001 was $3.2 million from the issuance of Series A convertible
preferred stock, offset by $0.1 million of lease payments.

"As of September 30, 2002, Salon's available cash resources were
sufficient to meet working capital needs for approximately one
month. Subsequent to September 30, 2002, Salon received gross
proceeds of $0.2 million from the issuance of an unsecured
promissory note to a member of Salon's Board of Directors. Salon
believes with this cash, together with collections of accounts
receivable, that it will be able to fund working capital needs
through November 2002. Copies of the relevant documents relating
to the issuance of the unsecured promissory note were filed with
the Securities and Exchange Commission on October 15, 2002.

"In October 2002, Salon entered into an Accounts Receivable
Purchase Agreement with a bank. Under the terms of the
agreement, the bank can purchase acceptable receivables from
Salon for which Salon can receive 60% or 80% of the face value
of the receivables, depending on the nature of the receivable.
The aggregate purchase receivables outstanding under the
agreement cannot exceed $1.0 million, however the amount is
capped at $0.3 million until such time that Salon has $2.5
million of unrestricted cash. Salon has not received any funds
under this agreement as of this filing and estimates that it may
be able to receive approximately $70,000 during the month of
November 2002.

"Salon's independent accountants have included a paragraph in
their report for the fiscal years ending March 31, 2002 and 2001
indicating that substantial doubt exists as to Salon's ability
to continue as a going concern because it has recurring
operating losses and negative cash flows, and an accumulated
deficit. Salon has eliminated various positions, not filled
positions opened by attrition, implemented a wage reduction of
15% effective April 1, 2001, and has cut discretionary spending
to minimal amounts, and predicts it may reach cash-flow break
even for its quarter ending September 30, 2003.

"Salon needs to raise additional funds and is currently in the
process of exploring financing options. If it is unable to
complete the financial transactions it is pursuing or if it is
unable to otherwise fund its liquidity needs, then it may not be
able to continue as a going concern. Liquidity continues to be a
constraint on business operations, including Salon's ability to
react to competitive pressures or to take advantage of
unanticipated opportunities. If Salon raises additional funds by
selling equity securities, or instruments that convert into
equity securities, the percentage ownership of Salon's current
stockholders will be reduced and its stockholders will most
likely experience additional dilution. Given Salon's recent low
stock price, any dilution will likely be very substantial for
existing stockholders."


SEITEL INC: Noteholders Want Workout Documents Ready by April 10
----------------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) and its Noteholders have
amended their existing standstill agreement to require that the
documents necessary for a restructuring be completed by
April 10, 2003. Previously, these documents were required to be
substantially completed by February 28, 2003. The amendment also
eliminates the requirement for the parties to reach an agreement
in principle for the restructuring by an earlier date.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


SERVICE MERCHANDISE: Wind-Down Plan Should be Filed Tomorrow
------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
relate that their settlement discussions with the Creditors'
Committee and various interested parties to streamline the
confirmation process are currently ongoing.  The Debtors
continue to pursue various causes of action and intend to file a
wind-down plan to provide for the distribution of the proceeds
of all of their assets to creditors.

Accordingly, the Debtors sought and obtained another extension
of their exclusive period to file a Wind-down Plan to March 5,
2003. The Debtors expect to have a plan confirmation hearing on
May 12, 2003.  The Debtors' exclusive period to solicit
acceptances of the plan currently expires on May 30, 2003.

Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, explains that the extension provides the parties
additional time to finalize the settlement discussions without
affecting the timing of the Debtors' plan confirmation process.
The Debtors anticipate an initial distribution to their
creditors in or about the third quarter of 2003.

"The Debtors just want to ensure that they have the necessary
time to file and solicit acceptances of a plan that provides for
the distribution of cash to their creditors in a clear and
straightforward manner," Mr. Jennings says.

In the event the Debtors file a plan by March 5, 2003 and
afterwards determine to withdraw the plan, the Court rules that
the Exclusive Plan Filing Period will be deemed extended for
another 30 days after the withdrawal date. (Service Merchandise
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SHELBOURNE PROPERTIES: Sells Melrose Park Property for $5.5 Mil.
----------------------------------------------------------------
Shelbourne Properties II, Inc. (Amex: HXE), and Shelbourne
Properties III, Inc. (Amex: HXF) have each sold their respective
properties located in Melrose Park, Illinois commonly referred
to as Melrose Park-Phase I (Shelbourne II) and Melrose Park-
Phase II (Shelbourne III) for an aggregate purchase price of
$5,500,000 ($3,427,200 for Phase I and $2,164,800 for Phase II).
After closing adjustments and other closing costs, net proceeds
were approximately $2,900,000 with respect to Phase I and
approximately $1,950,000 with respect to Phase II. The proceeds
from this sale have been included in the dividends announced by
the Shelbourne REITs.

The Board of Directors and Shareholders of each of Shelbourne
Properties II, Inc. and Shelbourne Properties III, Inc. have
previously approved a plan of liquidation for Shelbourne
Properties II, Inc. and Shelbourne Properties III, Inc.


SLI INC: Obtains Approval Extending Exclusivity through April 23
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, SLI, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until April 23, 2003, the exclusive right to file their
plan of reorganization and until June 23, 2003 to solicit
acceptances of that Plan.

SLI, Inc., and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, which includes lamps, fixtures and ballasts. The
Company filed for chapter 11 protection on September 9, 2002
(Bankr. Del. Case No. 02-12608).  Gregg M. Galardi, Esq. at
Skadden, Arps, Slate, Meagher represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $830,684,000 in total assets and
$721,199,000 in total debts.


SPIEGEL: Alvarez & Marsal's William Kosturos Hired as New CRO
-------------------------------------------------------------
The Spiegel Group's (OTC Pink Sheets: SPGLA) board of directors
has named William Kosturos, a managing director at Alvarez &
Marsal, Inc., an international turnaround and management
consulting firm, as chief restructuring officer. The appointment
follows the decision by Martin Zaepfel to retire from his
positions as vice chairman, president and chief executive
officer, effective March 1, 2003.  Mr. Kosturos will assume the
additional position and duties of interim CEO on that date.
Mr. Kosturos will work with the Company's senior management team
to strengthen the Company's financial position and improve
operations. The board has initiated a search for a permanent
CEO.

Over the course of his nearly 20-year career, Mr. Kosturos has
helped numerous companies improve their operational performance
and successfully navigate turnaround, restructuring and
reorganization situations. His experience spans a range of
industries, including: retail, consumer products, food
processing, technology and utilities.

"We are delighted to have someone with Bill's depth of
experience join our team," said Dr. Michael Otto, chairman of
The Spiegel Group board of directors. "I am certain that his
proven success in business restructuring will be very beneficial
as we take steps to strengthen our Company's financial situation
and position ourselves for a stronger future."

"On behalf of the board, I would like to express our sincere
gratitude to Martin for his hard work and dedication," continued
Dr. Otto. "Martin's leadership was critical in guiding the
Company for the past two years through a very challenging
environment."

Alvarez & Marsal, Inc., was formed in 1983 to provide
specialized management and advisory services to underperforming
and/or over-leveraged companies. A&M today has 170 professionals
based in 12 locations serving the US, Europe, Asia and Latin
America. For more information on Alvarez & Marsal, please visit
http://www.alvarezandmarsal.com

                   In or Near 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


STAR GAS PARTNERS: Fitch Rates $200 Million Senior Notes at BB
--------------------------------------------------------------
Star Gas Partners, L.P.'s outstanding $200 million 10.25% senior
notes due 2013, co-issued under SEC Rule 144A with its special
purpose financing subsidiary Star Gas Finance Company, are rated
'BB' by Fitch Ratings. The notes were offered for sale on
February 4, 2003. In addition, the private placement senior
secured ratings of its operating subsidiaries, Petroleum Heat
and Power Co. and Star Gas Propane, L.P. have been lowered to
'BBB-' from 'BBB' and removed from Rating Watch Negative where
they were placed on January 28, 2003 following the public
announcement of the proposed note issuance. The Rating Outlook
for the above companies is Stable.

Star Gas' 'BB' rating reflects its subordinated position to
approximately $379 million of secured debt at Petro and Star
Propane including $92 million of working capital borrowings.
Fitch's rating assessment also considered the operating,
financial, and structural characteristics of Star Gas, Petro,
and Star Propane. Prospectively, credit measures at Star Gas and
its affiliates will be affected by the application of the note
proceeds. Star Gas is using approximately $150 million of the
proceeds to repay lower cost debt at Petro and Star Propane. The
remaining net proceeds of approximately $40 million are targeted
for future acquisitions. As a result of the financing, annual
consolidated interest costs will increase by about $7 million.
However, the debt reductions at Petro and Star Propane will
result in these companies having stronger standalone
quantitative credit measures and will lessen near-term liquidity
risk. Since no acquisitions have been made to date and the
profitable heating season is about 70% completed, Fitch does not
expect future acquisitions to contribute positive cash flow
during Star Gas' fiscal year ending September 30, 2003. However,
given cold weather conditions and favorable volumes and margins,
free cash flow and consolidated credit measures for fiscal 2003
should improve over 2002 even with higher interest costs.

The one notch downgrades to 'BBB-' for the secured debt of Petro
and Star Propane primarily reflects the credit risk associated
with Star Gas' debt offering. While standalone credit measures
will meaningfully improve with the reduction of debt at both
operating companies, default risk increases with the added
parent company debt. Of particular concern is Star Gas' 'BB'
rating and the existence of a cross default trigger between Star
Gas and Petro. The two notch separation in ratings between Star
Gas and Petro and Star Propane recognizes the standalone credit
profiles at each operating company, the secured status of their
debt, and several structural considerations, including the
existence of cash distribution tests at both Petro and Star
Propane.

Star Gas through Petro and Star Propane is the largest domestic
distributor of home heating oil and the seventh largest retail
distributor of propane, respectively. Home heating oil
operations serve customers in the Northeast and Mid-Atlantic
regions and propane operations serve customers in the Northeast,
Midwest, and Southeast regions of the U.S. Primary industry
concerns are the negative impact of warm heating-season weather
on profits and volumes sold and the potential adverse impact of
supply price volatility where rapid increases in wholesale
prices may not be immediately passed through to customers.

Specific favorable considerations in assigning Star Gas' rating
include:

     1) A demonstrated willingness to issue equity combined with
        a successful track record on execution. Since August
        1999, Star Gas has had eight equity financings totaling
        $280 million. Management indicates that future
        acquisitions will be financed 50% debt and 50% equity.

     2) Historical unit margins have been very stable at both
        Petro and Star Propane irrespective of pricing and
        volume considerations.

     3) Annual maintenance capital expenditures are small,
        totaling less than 10% of earnings, before interest,
        taxes, depreciation, and amortization (EBITDA). Low
        maintenance capital requirements minimize internal and
        external capital needs.

     4) Star Gas has contracted for a minimum of $12.5 million
        of annual weather insurance protection through the 2006-
        2007 winter, limiting weather induced financial
        volatility.

Concerns include:

     1) Poor operating performance at Total Gas & Electric, a
        natural gas and electric retail marketing subsidiary
        purchased by Star Gas in April 2000.

     2) The residual sensitivity of volumes and cash flows to
        weather inherent in the sector.

     3) Management's ability to invest the $40 million unused
        portion of note proceeds in assets that will perform
        well.

In addition, there is the ongoing risk of aggressively pursuing
acquisitions at Star Propane and Petro. Each of these companies
has significant room under indenture debt incurrence tests to
finance future acquisitions.

Fitch's credit analysis for master limited partnerships
emphasizes cash flow analysis on both a historic and prospective
basis. Although reported financial performance weakened in 2002
due to record warm weather conditions, consolidated company and
parent company-only credit measures at Star Gas are expected to
remain consistent with its 'mid-BB' rating. For the most recent
twelve month period ended December 31, 2002, consolidated
company EBITDA-to-interest was 2.7 times. Total debt-to-EBITDA
was high at 5.3x, however, adjusted for seasonal working capital
borrowings the ratio drops to 4.4x. In addition, based on $95.1
million of EBITDA for that twelve month period, cash
distributions to Star Gas after the servicing of interest and
maintenance capital expenditures at Petro and Star Propane,
cover parent company annual interest at Star Gas by 3.3x. A
further consideration in cash flow analysis for MLPs is that
they pay minimal or no income taxes and, in the case of Star Gas
minimal maintenance capital expenditures. Therefore, in
comparison with tax paying corporate entities, MLP EBITDA more
closely matches cash flow from operations that is available to
service its debt.

Fitch also considered the potential events and/or conditions
that would disrupt debt service at Star Gas. Based on indenture
covenant distribution tests, EBITDA at the operating companies
would have to drop by about 60% from $95.1 million before
upstream cash dividends to Star Gas would be restricted. The
likelihood of this level of EBITDA erosion is remote given a
demonstrated record of customer retention and margin maintenance
at the company. In addition, the above analysis does not
consider the economic benefit of any insurance proceeds.


SUPERIOR TELECOM: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------------
Superior TeleCom Inc., (OTC Bulletin Board: SRTO.OB) intends to
implement a reorganization of its capital structure that will
significantly reduce debt and interest cost and provide enhanced
financial flexibility for the Company. To facilitate the
restructuring, the Company and its U.S. subsidiaries have filed
a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.

The Company has obtained a $100 million "Debtor in Possession"
financing facility from lenders within its existing bank group
in order to provide sufficient liquidity during the
restructuring process.

The Company will conduct business as usual during the
reorganization, including fully servicing all of its customer
requirements on an uninterrupted basis, with no anticipated
production or shipment disruptions. Employees will continue to
receive wages and vendors will be paid for post-petition goods
and services.

Steven S. Elbaum, Chairman, stated, "The Company's decision to
implement a major restructuring and deleveraging of its balance
sheet was made in consultation with its principal secured
lenders and follows a series of credit agreement amendments
obtained by the Company which have allowed the Company to
improve its competitiveness and strengthen its market leadership
in its key business segments. However, the sustained downturn in
the telecom markets, particularly the sharply reduced demand
from our traditional local telephone company customers for
communications cable products in the local loop, and continued
lack of a visibly strong economic recovery have caused the
Company to conclude that seeking further credit agreement
amendments would not be productive. With the new working capital
financing in place, the Company believes this restructuring is
the best and shortest process at this time for it to emerge as
the continued industry market leader, with not only the best
businesses but also one of the strongest balance sheets."

Superior TeleCom has developed a restructuring strategy with
certain of its existing lenders under the Company's $1.15
billion senior secured credit facility that would include, among
other things, the elimination and conversion into equity of a
significant amount of debt. This will result in a substantial
deleveraging of the Company's capital structure. The final
amount of debt reduction and the Company's overall strategy will
be subject to agreements with the Company's lenders and Court
approval of a plan of reorganization.

The Company's shareholders and holders of the Trust Convertible
Preferred Securities issued by Superior Trust I will not receive
any distribution under the contemplated restructuring strategy.
The Company has been and continues to be in discussions with its
entire lender group and hopes to obtain the requisite approvals
for a plan of reorganization. However, there can be no assurance
that such approval will be obtained or that the final
restructuring and reorganization plan will contain the terms
described herein.

David S. Aldridge, Chief Financial Officer of Superior Telecom
stated, "Chapter 11 provides the most appropriate forum for
completing Superior's debt restructuring. We are fortunate that
over the past eighteen months we have enacted a number of
initiatives to streamline manufacturing, reduce the costs of our
operations and balance production capabilities with demand
cycles without compromising our ability to respond quickly to
the eventual upturn in our basic markets. When we complete the
financial restructuring, we will have substantially downsized
debt levels and a strong equity base that, in connection with
our well-managed base operations, result in a strong business
model supported by a solid balance sheet."

Along with Superior's filing, the Company also filed a variety
of "first- day motions" that would allow the Company to:

     * Pay claims of essential trade creditors

     * Authorize payment of pre-petition employee obligations

     * Pay shipping charges, import/export obligations, sales
       and uses taxes

     * Authorize the continuation of customer programs

     * Maintain its consolidated cash management system

     * Jointly administer the bankruptcy cases for procedural
       purposes

Superior TeleCom Inc., is one of the largest North American wire
and cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of wire and cable products with primary applications
in the communications and original equipment manufacturer (OEM)
markets. The Company is a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls. Additional
information can be found on the Company's Web site at
http://www.superioressex.com


SUPERIOR TELECOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Superior TeleCom Inc.
             One Meadowlands Plaza
             Suite 200
             East Rutherford, New Jersey 07073

Bankruptcy Case No.: 03-10607

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Superior Telecommunications Inc.           03-10608
      Superior Telecommunications Realty Company 03-10609
      Essex International Inc.                   03-10610
      Essex Group, Inc.                          03-10611
      Superior Essex Realty Company              03-10612
      Active Industries, Inc.                    03-10613
      Diamond Wire & Cable Co.                   03-10614
      Essex Funding, Inc.                        03-10615
      Essex Services, Inc.                       03-10616
      Essex Canada Inc.                          03-10617
      Essex Wire Corporation                     03-10618
      Essex Technology, Inc.                     03-10619
      Essex Group, Inc.                          03-10620
      Essex Group Mexico Inc.                    03-10621
      Essex Mexico Holdings, L.L.C.              03-10623

Type of Business: Superior TeleCom is a leading manufacturer
                  and supplier of communications wire and cable
                  products to telephone companies, distributors
                  and system integrators and magnet wire for
                  motors, transformers, generators and
                  electrical controls.

Chapter 11 Petition Date: March 3, 2003

Court: District of Delaware

Judge: Jerry W. Venters

Debtors' Counsel: Laura Davis Jones, Esq.
                  Michael Seidl, Esq.
                  Pachulski, Stang, Ziehl Young Jones &
                   Weintraub
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax : 302-652-4400

Total Assets: $861,716,000

Total Debts: $1,415,745,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
American Stock Transfer &   Convertible Sub.      $171,765,650
Trust Company              Debentures
59 Maiden Lane
New York, NY 10038
Tel: 212-936-5100
Fax: 718-236-2641

      -and-

American Stock Transfer &
Trust Co.
Herbert Lemmer, Esq.
62-01 Fifteenth Avenue,
3rd Floor
Brooklyn, NY 11219

Fleet Bank, N.A.            Sr. Sub. Notes        $133,052,995
Kenneth Ahrens
100 Federal Street
MA DE 10011A
Boston, MA 02110
Tel: 617-434-2603
Fax: 617-434-1096

Deutsche Bank Trust Co.     Sr. Sub. Notes         $88,701,996
Americas
Anthony Legrippo
130 Liberty Street
1 BT Plaza
New York, NY 10006
Tel: 212-250-4886
Fax: 212-250-7218

E I DuPont                  Trade Debt              $1,411,930
M. McGoonigal
DuPOnt Nomex Customer
Service Center
PO Box 27001
Richmond, VA 23261
Tel: 804-383-2767
Fax: 804-383-2009

Equistar Chemicals LP       Trade Debt              $1,049,369
Wire & Cable Products
Roger Hoogendoorn
428 Colver Road
Nazareth, PA 18064
Tel: 888-274-2580
Fax: 610-759-7962

Alcoa Flexible Packaging    Trade Debt                $882,971
(Reynolds Metals)
Laminated & Coated Products
1225 West Burnett Street
Louisville, KY 40210

Outokumpu American Brass    Trade Debt                $777,322
Inc.
Cheryl Craig
70 Sayre Street
Buffalo, NY 40210
Tel: 502-636-8493
Fax: 502-636-8457

Penreco                     Trade Debt                $712,822
Doug Reynolds
4401 Park Avenue
PO Drawer C
Dickinson, TX 77539
Tel: 713-236-6957
Fax: 281-337-2341

Dow Corning                 Trade Debt                $699,791
Jin Stutelberg
PO Box 70678
Chicago, IL 60673-0678
Tel: 989-496-3299
Fax: 989-496-4586

Dyneon LLC                  Trade Debt                $648,135
David Tarantino
43536 Galway Drive
Northville, MI 48167
Tel: 800-964-5608
Fax: 248-380-7329

Dow Chemical Company        Trade Debt                $631,222
The Wire & Cable Compounds
Group
Bob Reed
400 W. Sam Houston Pkwy,
South
Houston, TX 77042

P.D. George                 Trade Debt                $598,884
Rohn Grant
PO Box 503703
St. Louis, MO 63150-3703
Tel: 314-621-5700
Fax: 314-436-1030

OFS Fitel-Sturbridge        Trade Debt                $463,563
Optical Fiber Division
Michelle Neifing
50 Hall Road
Sturbridge, MA 01566
Tel: 508-347-5700
Fax: 508-347-1211

Owens-Corning Fiberglass    Trade Debt                $456,469
Corp.
7429 Mason Falls Circle
Winston, GA 30187

Witco Chemical              Trade Debt                $450,374
Crompton Corp.
Jack Drawdy
715 Shefwood Drive
Easley, SC 29642
Tel: 864-855-4933
Fax: 864-855-8996

Teknor Apex Int'l           Trade Debt                $419,462
Plastics Division
Bob Freeman
505 Central Avenue
Pawtucket, RI 02861
Tel: 216-228-9670
Fax: 401-729-0166

Olin Corp. Brass Division   Trade Debt                $395,389
Greg Hoffmann
1665 Lakes Parkway, Suite 116
Lawrenceville, GA 30243
Tel: 678-482-1717
Fax: 678-482-1622

Phelps Dodge                 Trade Debt               $317,088
Steve Higgins
1501 W. Fountainhead Pkwy
Suite 290
Tempe, AZ 85282
Tel: 602-366-8411
Fax: 602-366-7305

Corning, Inc.               Trade Debt                $316,152
Optical Fiber
David Kane
One Riverfront Plaza
MP-HQ-W2-18
Corning, NY 14831
Tel: 607-974-7152
Fax: 607-974-7648

Bedford Materials Co. Inc.  Trade Debt                 $315,764
Ellen Shroyer
Intersection of Rt 30 & 31
PO Box 657
Bedford, PA 15522
Tel: 8147-623-9014
Fax: 814-623-3323


SWEETHEART HLDGS: CCC+ Rating Remains on Watch After S-4 Filing
---------------------------------------------------------------
Standard & Poor's 'CCC+' corporate credit ratings on paper
products manufacturer Sweetheart Holdings Inc. and its
subsidiaries remain on CreditWatch with developing implications
following the company's recent filing of an amended Form S-4
regarding an exchange offer for its $110 million senior
subordinated notes due 2003. Developing implications means that
the ratings could be raised, lowered, or affirmed. The Owings
Mills, Maryland-based company's total debt, including
capitalized operating leases, exceeds $700 million.

Sweetheart's amended offer is to exchange its $110 million
senior subordinated notes due in September 2003 for the same
amount of senior notes with similar terms and conditions due in
July 2004. "If the exchange is executed under the proposed
terms, Standard & Poor's will deem this a distressed exchange
and will lower the corporate credit rating to 'SD' and the
rating on the Sweetheart notes to 'D'," said Standard & Poor's
credit analyst Cynthia Werneth. She added, "Following a
successful completion of the exchange offer, the corporate
credit rating could be revised from `SD' to as high as 'B-' to
reflect the easing of refinancing pressures. In addition, the
new senior notes would be rated two notches below the corporate
credit rating, reflecting the significant amount of secured debt
and operating leases, ranking ahead of them in the capital
structure."

If Sweetheart is unable to exchange or refinance the existing
notes, its $235 million primary bank credit facility, under
which about $180 million was outstanding as of Dec. 31, 2002,
will become due on March 1, 2003. Sweetheart has requested a
120-day extension of this accelerated maturity. Management is
also pursuing a number of strategic options including a sale
of the entire business or of certain brands and related assets
that generate net sales of $220 million, and earnings before
interest, taxes, and depreciation of $25 million. If the bank
loan extension is not granted, and the notes have not been
exchanged for new notes by March 1, 2003, the company will
default on its bank debt, and all the ratings will be lowered to
'D'.

The company has struggled with declining prices and volumes as a
result of a drop in business and leisure travel and away-from-
home-dining following the terrorist attacks of Sept. 11, 2001.
In addition, during the past year, the company has incurred
about $20 million of one-time costs to restructure its
operations. Cash flow generation has benefited slightly
from inventory reductions, the receipt of business interruption
insurance proceeds, and modest asset sales. As of Dec. 31, 2002,
the company had about $32 million of bank loan availability.


TELESYSTEM INT'L: Reports Improved EBITDA for Fourth Quarter
------------------------------------------------------------
Telesystem International Wireless Inc., (TSX, "TIW", Nasdaq,
"TIWI") reported its results for the fourth quarter and year
ended December 31, 2002.

Consolidated operating income before depreciation and
amortization (EBITDA) from continuing operations increased 67%
to $62.9 million compared to $37.7 million for the fourth
quarter of 2001. For the year 2002 as a whole, EBITDA increased
99% to $242.0 million compared to $121.6 million for 2001. The
strong EBITDA growth reflects the continued solid performance in
Romania and improved results in the Czech Republic where the
Company's operating subsidiary recorded a fourth consecutive
quarter of positive EBITDA. Operating income from continuing
operations increased six fold to $18.6 million compared to $2.7
million for the same period last year. For the year 2002 as a
whole, operating income from continuing operations reached $87.6
million compared to an operating loss of $0.4 million for 2001.

"The 2002 results, with operating income of almost $90 million
and EBITDA of $242 million clearly demonstrate our ability in
sustaining profitable growth. In Romania, MobiFon recorded its
best financial performance to date, distributing $53 million to
its shareholders while maintaining its market leadership," said
Bruno Ducharme, President and Chief Executive Officer of TIW.
"In the Czech Republic, Oskar confirmed its position as one of
Europe's most successful third operators and achieved positive
EBITDA in each of the four quarters of 2002."

                       Results of Operations

TIW recorded net subscriber additions for the fourth quarter of
220,000, to reach total subscribers from continuing operations
of 3,927,350, up 34% compared to 2,936,000 at the end of the
fourth quarter of 2001. Consolidated service revenues increased
26% to $182.3 million compared to $144.7 million for the fourth
quarter of 2001. The strong revenue growth, lower selling,
general and administrative expenses as a percent of revenues and
continued cost management at the corporate level resulted in an
operating income of $18.6 million compared to $2.7 million for
the same period last year.

Loss from continuing operations was $8.4 million, or $0.01 per
share compared to a loss from continuing operations of $15.9
million or $1.12 per share for the fourth quarter of 2001. Net
loss for the fourth quarter 2002 amounted to $35.6 million or
$0.06 per share compared to a net loss of $68.1 million or $3.66
per share for the fourth quarter 2001. The 2002 figure includes
a loss from discontinued operations of $27.2 million as compared
to $52.2 million in the fourth quarter 2001.

For the year 2002 as a whole, consolidated service revenues
increased 32% to $652.9 million compared to $495.2 million for
2001. Operating income was $87.6 million compared to an
operating loss of $0.4 million for 2001, an improvement of $88.0
million. Income from continuing operations was $62.0 million, or
$0.13 per share, including a pre-tax non-cash gain of $91.7
million mainly related to the financial restructuring completed
during the first quarter and the expiry of the TIW Units and one
time debt refinancing charges related to MobiFon of $10.1
million. Net loss for 2002 as a whole was $127.2 million or
$0.29 per share resulting from a $189.1 million loss from
discontinued operations recorded during the period. For the year
2001 as a whole, the Company recorded income from continuing
operations of $162.4 million, or $7.71 and $4.05 per basic and
diluted share, respectively, which included a $238.9 million
non-cash gain on the forgiveness of debt. Loss from discontinued
operations mainly related to Dolphin Telecom plc and was $416.1
million resulting in a net loss of $253.7 million, or $16.29 and
$6.28 per basic and diluted share, respectively.

                    MobiFon S.A. - Romania

MobiFon, the market leader in Romania with an estimated 53%
share of the cellular market, added 172,700 net subscribers for
the fourth quarter for a total of 2,635,200, compared to
2,003,600 subscribers at the end of the same 2001 period, an
increase of 31.5%. For the same quarter last year, MobiFon
recorded 380,900 net additions and held a market share of
approximately 53% at December 31, 2001. The pre-paid/post-paid
mix at the end of the fourth quarter 2002 was 64/36 compared to
63/37 a year ago, consistent with the higher proportion of
prepaid subscribers added during the last 12 months.

Service revenues reached $114.1 million, an increase of 15%, due
to a larger subscriber base including a larger proportion of
prepaid subscribers, compared to $99.2 million for the fourth
quarter last year. The monthly average revenue per subscriber
(ARPU(1)) was $13.83 as compared with $14.45 in the preceding
quarter and $17.00 in the fourth quarter of 2001. SG&A expenses
decreased to 23% of service revenues compared to 28% for the
2001 corresponding period. EBITDA increased 24% to $58.7 million
compared to $47.5 million for the same period last year and
EBITDA as a percentage of service revenue improved to 51%
compared to 48% in the quarter ending December 31, 2001.
Operating income rose 40% to $34.5 million compared to $24.7
million for the fourth quarter in 2001.

For the year 2002 as a whole, service revenues increased 18% to
$425.6 million compared to $359.9 million for 2001. EBITDA
increased 24% to $231.5 million compared to $186.4 million and
EBITDA as a percentage of service revenue improved to 54%
compared to 52% in the year ended December 31, 2001. Operating
income rose 33% to $144.6 million compared to $108.6 million for
2001.

               Cesky Mobil a.s. - Czech Republic

Cesky Mobil added 133,800 net subscribers in the fourth quarter.
At year-end the Company made a downward adjustment of 93,600 to
the "reported subscriber" count to reflect a more stringent
policy of excluding from the count, pre-paid customers with six
or more months of call inactivity. The year-end count of
1,179,800 subscribers represents an increase of 37% compared to
858,400 subscribers at the end of the fourth quarter of 2001.
Cesky Mobil estimates it held a 14% share of the national
cellular market as of December 31, 2002, compared to a 12% share
at the same time last year. During the past 12 months,
management estimates cellular penetration in the Czech Republic
increased to 83% from 67% at the end of the fourth quarter of
2001 when Cesky Mobil recorded 178,100 net subscriber additions.
The Company's pre-paid/post-paid mix as of December 31, 2002 was
64/36 compared to 71/29 at December 31, 2001. The change in mix
is primarily attributable to a successful second half of the
year's focus on post-paid growth which resulted in a higher
proportion of post-paid subscribers additions in the third and
fourth quarter of 2002.

Service revenues increased 58% to $68.3 million compared to
$43.3 million for the fourth quarter of 2001. The monthly
average revenue per subscriber was $18.96 as compared with
$18.20 in the preceding quarter and $18.14 in the fourth quarter
of 2001. Cesky Mobil recorded EBITDA of $7.3 million, its fourth
consecutive quarter of positive EBITDA, compared to negative
EBITDA of $5.5 million for the same period last year. This
improvement reflects the revenue impact of rapid subscriber
growth and economies of scale. SG&A expenses declined to 31% of
service revenues compared to 44% for the same period last year.
Operating loss improved to $12.7 million compared to $17.6
million for the fourth quarter of 2001.

For the year 2002 as a whole, service revenues increased 81% to
reach $227.3 million compared to $125.9 million for 2001. EBITDA
reached $20.2 million compared to negative EBITDA of $41.6
million for 2001, an improvement of $61.8 million. Operating
loss declined to $47.2 million compared to $84.1 million for the
same period in 2001.

                     Corporate and Other

The Company's wireless operations in India and other corporate
activities recorded negative EBITDA of $3.1 million and $9.7
million for the fourth quarter and year ended December 31, 2002,
respectively. This compares to negative EBITDA of $4.2 million
and $23.3 million, respectively, for the same periods last year.
The improvement reflects mainly a reduction in corporate
overhead following the Company's restructuring.

               Liquidity and Capital Resources

For the fourth quarter of 2002, operating activities provided
cash of $39.3 million compared to $39.9 million in 2001 mainly
explained by the increase in the fourth quarter 2002 EBITDA over
the corresponding period in 2001 offset by taxes paid by MobiFon
in 2002. For the year 2002 as a whole, operating activities
provided cash of $125.1 million compared to $5.8 million for the
same period last year. The increase year over year is mainly
explained by the $120.4 million increase in EBITDA. Furthermore,
results for 2001 include significant changes in operating assets
and liabilities mainly related to Cesky Mobil.

Investing activities used cash of $76.3 million and $242.2
million for the fourth quarter and year ended December 31, 2002,
essentially for the expansion of cellular networks in Romania
and the Czech Republic. This compares to investments of $141.8
million and $303.7 million for the fourth quarter of 2001 and
year ended December 31, 2001, respectively.

Financing activities provided cash of $12.4 million in the
fourth quarter of 2002 and is mainly explained by net proceeds
from debt and short-term loans of $14.2 million. The cash
provided by financing activities in the corresponding period in
2001, after excluding the additions to cash and cash equivalents
from restricted cash of $91.6 million, was $34.5 million and
originated from proceeds of net debt borrowings, issuance of
shares and warrants and subsidiary shares issued to non
controlling interest of $4.5 million, $14.5 million and $15.5
million respectively.

For the year ended December 31, 2002, financing activities
generated cash of $98.7 million mainly explained by proceeds
from shares and warrants issued, subsidiary's shares issued to
non controlling interests and net borrowings of debt of $41.2
million, $30.0 million and $47.0 million, respectively, offset
by subsidiaries dividends paid to non controlling interests of
$10.8 million and financing costs of $8.6 million. For the year
ended 2001, cash provided by financing activities was $332.6
million mainly explained by net proceeds from the issuance of
shares, warrants and units of $263.8 million, proceeds from
subsidiary's shares issued to non-controlling interest of $65.8
million and by borrowings of debt net of repayments of $3.1
million.

Cash and cash equivalents at the end of the fourth quarter
totaled $60.7 million, including $14.3 million at the corporate
level.

As of December 31, 2002, total consolidated indebtedness was
$1,010.6 million, of which $272.6 million was at the corporate
level, $267.7 million at MobiFon and $470.2 million at Cesky
Mobil. Total indebtedness at the TIW level was mainly comprised
of $47.4 million due under the corporate bank facility and
$223.9 million in 14% Senior Guaranteed Notes and related
accrued contingent payments. Both the total consolidated
indebtedness and corporate indebtedness figures reflect the
Company's financial restructuring and recapitalization which was
completed during the first quarter of 2002. On December 15,
2002, the maturity of the corporate credit facility was extended
to June 30, 2003. Considering the short term maturity of the 14%
Senior Guaranteed Notes due December 2003, committed cash
obligations of the Company for the upcoming 12 months exceed its
committed sources of funds and cash on hand. As previously
reported, there is significant uncertainty as to whether the
Company will have the ability to continue as a going concern. In
addition to the available sources of fund from MobiFon
transactions described below, the Company continues to review
opportunities to refinance its corporate debt, raise new
financing and sell assets.

In October 2002, MobiFon paid $0.6 million to its shareholders,
representing the final installment of a $27.5 million dividend
declared in March 2002. Also in October, the shareholders of
MobiFon approved further distributions of up to $38.8 million by
means of a share repurchase. Shareholders can tender their
shares between October 30, 2002 and June 30, 2003 in order to
realize their pro-rata share of this distribution amount of
which ClearWave is $24.6 million. A first distribution of $16.6
million was paid on October 30,2002, of which $15.8 million was
paid to ClearWave and an additional $8.8 million was paid to
ClearWave on December 19, 2002. MobiFon's shareholders are not
required, to participate pro-rata in the share repurchase.
Accordingly, ClearWave's and the Company's ultimate ownership of
MobiFon may vary between 62.4% and 64.0% and 53.4% and 54.8%
respectively, throughout the tender period, depending on the
timing and the extent of each shareholder's participation in the
repurchase.

In December 2002, TIW announced that it had reached agreement
with Emerging Markets Partnership on the sale of 11.1 million
shares of MobiFon currently owned by ClearWave, representing
5.68% of the currently issued and outstanding share capital of
MobiFon for a total cash consideration of $42.5 million. The
transaction, expected to close in the first quarter of 2003, is
subject to the fulfillment of certain conditions. TIW intends to
use substantially all of the proceeds from the sale to EMP to
repay debt. As a result of the above transactions, ClearWave's
ultimate ownership may be reduced from 63.5% down to between
58.9% and 56.6% while TIW's equity interest of ClearWave remains
at 85.6%.

                    Discontinued Operations

On March 5, 2002, the Company adopted a formal plan to dispose
of its Brazilian cellular operations by way of a sale of its
equity interest within the next twelve months. However, in light
of deterioration of the market conditions that existed at the
date of the adoption of the formal plan to dispose, the horizon
for disposal has been extended by an additional twelve months.
The results of operations of the Brazilian cellular operations
have been reported in these financial statements as discontinued
operations.

Subsequent to March 5, 2002, the date the Company adopted its
formal plan to disposal, there has been a significant
deterioration in the value of the Brazilian Real relative to the
U.S. dollar and in the trading value of shares of the Company's
Brazilian cellular operations and those of other wireless
telecommunications companies in Brazil. In light of these
declines, the Company recorded a loss from discontinued
operations of $27.2 million in the fourth quarter and of $189.1
million for the year ended December 31, 2002. Of this amount,
$155.3 million consists of foreign exchange translation losses
related to these investments, of which $85.2 million were
already recorded as a reduction of shareholders' equity as of
December 31, 2001, and $33.8 million consists of additional
provisions for exit costs and impairment in value.

                    Share Consolidation

TIW also announces that its Board of Directors has approved,
subject to shareholder and regulatory approvals, a one for 25
(1:25) consolidation of the Company's Common Shares. TIW
shareholders will be asked to vote on the proposal at TIW's
Annual General Meeting of shareholders to be held on May 2,
2003.

The proposal to proceed with the consolidation stems principally
from the Board's desire to broaden the Company's shareholder
base, maximize the liquidity of its shares and return the
Company's share price to a level typical of other widely held-
corporation with similar market capitalization. A share
consolidation would better position the Company to comply with
the NASDAQ minimum stock price conditions in order that the
Common Shares will not be delisted from that market.
Shareholders should also benefit from relatively lower trading
cost for a higher priced stock.

TIW is a leading cellular operator in Central and Eastern Europe
with over 3.9 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A. and is active in the
Czech Republic through Cesky Mobil a.s. The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ
("TIWI").

                           *  *  *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, Standard & Poor's lowered its long-term corporate
credit rating on telecommunications company Telesystem
International Wireless Inc., to 'CCC+' from 'B-'. The outlook is
negative. At the same time, the rating on TIW's US$220 million
14% senior secured notes was lowered to 'CCC+' from 'B-'.

The ratings actions on the Montreal, Quebec-based company
reflect the refinancing risk of the US$220 million notes, which
mature in December 2003, and the structural subordination of the
debt at the corporate level.


TRENWICK GROUP: Restructures $75 Million of Senior Notes
--------------------------------------------------------
Trenwick Group Ltd., (NYSE: TWK) was engaged in continuing
discussions with holders of its senior debt securities.

Included in Trenwick's consolidated indebtedness are $75 million
principal amount of senior notes of Trenwick's subsidiary,
Trenwick America Corporation, which are due April 1, 2003.
Subsequently, Trenwick enters into concession restructuring
these notes.

Trenwick's agreements entered into in connection with the
renewal of its letter of credit facility in December 2002,
provide replacement, refinancing or restructuring of the senior
notes by March 1, 2003. The banks participating in Trenwick's
letter of credit facility provided to Trenwick an interim waiver
of this March 1, 2003 deadline as discussions with the senior
note holders continued.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
operations at Lloyd's of London underwrite specialty insurance
as well as treaty and facultative reinsurance on a worldwide
basis. In 2002, Trenwick voluntarily placed into runoff its U.S.
specialty program business and its specialty London market
insurance company, Trenwick International Limited, and sold the
in-force business of LaSalle Re Limited.


TROUTMAN'S EMPORIUM: Court Approves Going-Out-Of Business Sales
---------------------------------------------------------------
Going-out-of-business sales will begin immediately in the 34
family department stores in five states operated by Troutman's
Emporium.

The sales, which started Friday, are being conducted by a joint
venture consisting of the national leading liquidating firms
Buxbaum Group, SB Capital Group, and Tiger Capital Group. The
liquidators were approved yesterday by the U.S. Bankruptcy Court
for District of Oregon, in Eugene. Emporium, a privately held
family department store operator, filed for protection under
Chapter 11 of the Federal Bankruptcy Code on Jan 14, 2003. The
bankruptcy filing covered the Troutman Investment Company (dba
Troutman's Emporium), a Eugene, Ore.-based corporation.

In addition to inventory disposal, Buxbaum Group, SB Capital
Group, and Tiger Capital Group are assisting with the sale of
the store fixtures and equipment, which are all expected to be
sold at significant discounts. Payment may be made with cash,
major credit cards, and with Emporium's private label card.

Locations typically range in size from approximately 16,000 to
80,000 square feet. The company has approximately 1,600
employees in its stores, headquarters and a distribution center.
Emporium operates in the western part of the country, with
stores located in Oregon, Washington, Idaho, Nevada and
California. Troutman's Emporium was founded by Dallas Troutman,
who was 25 when he opened his first department store in 1955, in
North Bend, OR. The 4,000 square foot former grocery store was
distinguished by movable walls that could be adjusted depending
upon the inventory levels. That first location was later
expanded into a regional chain.

"After 48 years in business, Troutman's Emporium was known for
its commitment to customer satisfaction, but in today's
competitive environment, that just isn't enough to attract and
retain customers," said Paul Buxbaum, CEO of Buxbaum Group. "In
this new era, the public has shifted its buying patterns, and
family department stores are getting squeezed in the middle. If
the company's locations are ultimately leased to other
retailers, we would hope that current Troutman's employees could
be quickly repositioned with new employers."

Buxbaum Group, based in Calabasas, Calif.; Tiger Capital Group,
which is based in Boston, Mass.; and Great Neck, N.Y.-based SB
Capital Group are nationally recognized firms in the liquidation
business. They specialize in consumer-product inventories,
machinery and equipment and other assets.


UNIFORET INC: Dec. 31 Working Capital Deficit Widens to $40 Mil.
----------------------------------------------------------------
Uniforet Inc., has incurred a net loss of C$8.6 million for its
fourth quarter ended December 31, 2002, which compares to a net
loss of C$56.5 million for the corresponding period in 2001,
which included a non-recurring after-tax expense of C$50.0
million. (All subsequent amounts are expressed in Canadian
dollars unless specified otherwise).

Results for the fourth quarter of 2002 were affected by the
pronounced weakness of the lumber market, which stemmed on the
one hand from production outstripping demand, and on the other
from the application of countervailing duties of 27.2% on all
lumber shipments to the United States. Furthermore, fourth
quarter results included a non-recurring charge of $1.6 million
relating the professional fees incurred in connection with the
plan of arrangement with creditors.

For the year ended December 31, 2002, the net loss was $14.0
million, which compares to a net loss of $127.6 million for the
same period of the previous fiscal year. Excluding
non-recurring items and the effect of foreign exchange-rate
fluctuations on long-term assets and liabilities denominated in
foreign currencies, the net loss for the year ended December 31,
2002, was $18.4 million, compared to a net loss of $20.0 million
for the same period last year.

The accompanying unaudited consolidated financial statements for
the quarters and the years ended December 31, 2002 and 2001 have
been compiled on the same basis as the consolidated financial
statements for the year ended December 31, 2000, using the
going-concern assumption. In addition, these consolidated
financial statements do not include any value adjustment or
reclassification of assets, liabilities or operating results
that may be appropriate in light of recent events and pursuant
to the implementation or the non-implementation of a potential
plan of arrangement with creditors or any other plan bearing on
reorganization of the Company's activities, especially for
indicated values for fixed assets and future income tax assets.

                            SALES

Sales for the fourth quarter of 2002 decreased by 7.2% to $30.2
million, compared to those of the same quarter last year, as net
selling prices of lumber fell 15.0% while shipments increased by
5.1%. Pulp sector sales were $1.1 million for the corresponding
period of last year.

For the year ended December 31, 2002, sales amounted to $151.5
million, down by 7.4% from those of 2001 mainly as a result of
the shutdown of operations at the pulp mill, which recorded
sales of $27.2 million over the same period in 2001. Sales in
the lumber sector rose by 11.0% to $151.5 million thanks
primarily to an increase of 8.1% in the net selling prices of
lumber accompanied by a 4.4% increase in shipments. Also
contributing to improved sales for the year was a 15.2% increase
in woodchip shipments to outside markets.

                    OPERATING INCOME (loss)

Operating loss for the fourth quarter of 2002 was $2.3 million,
which compares to an operating lost of $1.8 million for the same
quarter last year. Operating loss from the lumber sector
amounted to $1.4 million compared to an operating income of $0.5
million for the corresponding period last year, the result of
the drop in lumber and woodchip net selling prices, even though
shipments of both products were up in volume. Unit costs of
products sold decreased as compared with the corresponding
period for the last fiscal year due to better operating rates of
sawmills. The operating loss of the pulp sector amounted to $0.9
million for the fourth quarter of 2002, compared to $2.3 million
for the same quarter last year.

Operating income for the year ended December 31, 2002 was $8.8
million, compared to an operating loss of $2.1 million last
year. Operating income from the lumber sector amounted to $13.2
million compared to $7.8 million for the last corresponding
period owing to the improvement in lumber net selling prices and
the increase in lumber shipments (4.4%) and woodchip shipments
(17.4%). Unit costs of products sold increased by 8.7%, one
reason being higher fibre use. Operating loss from the pulp
sector amounted to $4.4 million, compared to $9.9 million for
last year.

                         CASH POSITION

For the fourth quarter of 2002, $5.7 million was provided by
operations, which was the same amount for the corresponding
period of 2001. Net repayments on long-term debt were $0.3
million, compared to $0.4 million for the same period last year.
Net additions to fixed assets amounted to $3.8 million, compared
to $3.0 million for the corresponding period in 2001.

For the year ended December 31, 2002, $13.3 million was provided
by operations compared with $25.8 million for the corresponding
period of 2001, when receivables and pulp inventory levels were
reduced following the shutdown of operations of the pulp mill.
Net repayments of long-term debt were $1.5 million for each of
the two years. Additions to fixed assets amounted to $6.7
million, compared to $5.6 million for the same period in 2001.

As at December 31, 2002, the Company's cash and cash equivalents
totaled $9.3 million with a working capital deficiency of $39.6
million, for a ratio of 0.54:1, compared to a ratio of 0.63:1 as
at December 31, 2001, without considering the default mentioned
in note 2 of the attached financial statements.

                          OUTLOOK

On October 23, 2002, the Superior Court of Montreal dismissed
the proceedings instituted by a group of US Noteholders who were
contesting the composition of the class of US Noteholders-
creditors and authorized the Company to call the meeting of that
class to vote on the Company's amended plan of arrangement. On
November 21, 2002, the Company announced that the Quebec Court
of Appeal had dismissed the motion presented by a group of US
Noteholders for leave to appeal the judgment rendered by the
Superior Court of Montreal on October 23, 2002. On November 25,
2002, the Company announced that it had held the meeting of the
class of US Noteholders-creditors and that the required majority
of creditors had approved its amended plan of arrangement under
the 'Companies' Creditors Arrangement Act'. The creditors of the
six other classes had already approved the plan at meetings held
on August 15, 2001. On December 2, 2002, the Company announced
that it had filed a motion asking the Court to sanction and
approve its amended plan of arrangement under the 'Companies'
Creditors Arrangement Act'. The hearing of this motion was
originally fixed on December 11, 2002, but as a result of the
contestation of a group of US Noteholders, the Superior Court of
Montreal fixed the hearing from March 3 until March 14, 2003.

Lumber prices will continue to feel pressure over the coming
months because of output exceeding demand, despite the fact that
construction activities in both the U.S. and Canada are at
historically high levels. The imposition of countervailing
duties of 27.2% prompted an increase in production among lumber
producers in Western Canada, who are attempting thereby to
reduce their production costs in order to lessen the negative
impact of those duties.

Uniforet Inc., is an integrated forest products company that
manufactures softwood and lumber bleached chemi-thermomechanical
pulp. It carries on its business through subsidiaries located in
Port-Cartier (pulp mill and sawmill) and in the Peribonka area
(sawmill). Uniforet Inc.'s securities are listed on the Toronto
Stock Exchange under the trading symbol UNF.A for the Class A
Subordinate Voting Shares, and under the trading symbol UNF.DB
for the Convertible Debentures.

At December 31, 2002, Uniforet Inc.'s balance sheet shows that
its total current liabilities exceeded its total current assets
by about $40 million.

The unaudited consolidated balance sheets as at December 31,
2002, and December 31, 2001, and the unaudited consolidated
statements of income and deficit and cash flows for the three-
month periods and the years ended December 31, 2002 and 2001
have been prepared using the same accounting principles and
policies as for the annual financial statements for the year
ended December 31, 2000, described therein, including the going-
concern assumption about the Company's operations. In 2001, the
Company adopted the new recommendation of the Canadian Institute
of Chartered Accountants concerning foreign currency translation
on long-term assets and liabilities denominated in foreign
currencies, especially long-term debt. In addition, these
consolidated financial statements do not include any value
adjustment or reclassification of assets, liabilities or
operating results that may be appropriate given recent events
and pursuant to the implementation or the non-implementation of
a potential plan of arrangement with creditors or any other
reorganization plan, especially for indicated values for fixed
assets and future income tax assets.

These consolidated financial statements do not include all the
information required under generally accepted accounting
principles.

Accordingly, they must be read in conjunction with the audited
consolidated financial statements of the Company as at and for
the year ended December 31, 2000, and the notes thereto
appearing in the annual report submitted to the shareholders of
the Company.

                             DEFAULTS

The Company is currently in default on payment of interest under
its 11.125% US senior notes and its unsecured subordinated
convertible debentures. Under generally accepted accounting
principles, these long-term liabilities may have to be
reclassified in current liabilities given the Company's default.
Uniforet Inc., is currently in default under its bank credit
agreement.


UNIROYAL TECHNOLOGY: Brings-In Sonnenschein Nath as Counsel
-----------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Sonnenschein Nath & Rosenthal as
Counsel, nunc pro tunc to December 11, 2002.

As Counsel, Sonnenschein Nath will:

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

     b) provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        properties;

     c) negotiate, prepare and pursue confirmation of a plan and
        approval of a disclosure statement;

     d) assist with any disposition of the Debtors' assets, by
        sale or otherwise;

     e) prepare on behalf of the Debtors, as debtors-in-
        possession, necessary motions, applications, answers,
        orders, reports, and other legal papers in connection
        with the administration of the Debtors' estates;

     f) appear in Court and to protect the interests of the
        Debtors before the Court; and

     g) perform all other legal services in connection with
        these chapter 11 cases as may reasonably be required.

The Debtors assure the Court that Sonnenschein Nath will work
closely with The Bayard Firm to ensure that there is no
unnecessary duplication of services performed or charged to the
Debtors' estates.

Sonnenschein Nath's current billing rates range from:

          Partners                 $225 to $775 per hour
          Associates               $125 to $400 per hour
          Paralegals               $70 to $230 per hour

The professionals who will be primarily responsible on this
engagement are:

          Fruman Jacobson           $530 per hour
          D. Farrington Yates       $470 per hour

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: Court Okays Amendments to $300MM DIP Financing
---------------------------------------------------------------
UAL Corporation, its debtor-affiliates and the Joint Lenders
concluded that amendments to the Club DIP Facility were
advisable to accomplish a successful syndication.  The Final
Club DIP Order authorized the Parties to make these amendments.
Therefore, the Debtors increased the:

    -- minimum applicable LIBOR rate from 2% to 3%,

    -- applicable margin for base rate loans from 3.5% to 5.5%,

    -- applicable margin for LIBOR Rate loans from 4.5% to 6.5%,
       and

    -- minimum cash covenant from $200,000,000 to $300,000,000.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that the
Bank One DIP Credit Agreement provides "Most Favorable Nation"
treatment to Bank One by ensuring that no other DIP Financing
will have an interest rate that exceeds the Bank One interest
rate.  Thus, the Debtors are obligated to amend and conform the
Bank One Agreement to reflect amendments made to the Club DIP
Facility in recent weeks.  The amendments would put the Bank One
DIP Facility at par with the Club DIP Facility.

Accordingly, Judge Wedoff approves the amendments. (United
Airlines Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


USG CORP: Settling Up to $5 Million of Postpetition Tort Claims
---------------------------------------------------------------
In the course of their business, USG Corporation and its debtor-
affiliates become subject to claims by various parties arising
out of their operations.  This includes claims relating to car
accidents involving vehicles driven by the Debtors' employees,
breach of contract disputes, claims relating to unsatisfactory
products, and claims relating to non-asbestos personal injury.

Since the Petition Date, the Debtors have been named in several
lawsuits and may be named in additional complaints in the
future.

Accordingly, the Debtors sought and obtained the Court's
authority to settle these postpetition claims in accordance with
the Court-approved settlement procedures.

Pursuant to the Settlement Procedures, if the Debtors and a
claimant agree in writing that the claimant will have a
postpetition claim for $150,000 or less, the parties will enter
into a binding Settlement Agreement without further Court order
or notice to other interested parties.  The Debtors will be
bound to make full payment on account of the settled claim.
Beginning with the period ending on June 30, 2003, and at
quarterly intervals, the Debtors will file a written report with
the Court no later than 45 days after the end of each quarter
listing all the settlements consummated during the previous
quarter.

If the Debtors and a claimant agree in writing that the claimant
will have a postpetition claim greater than $150,000 but no more
than $5,000,000, the Debtors will serve a notice describing the
proposed settlement agreement with that Claimant to other
parties-in-interest.

If the Debtors do not receive an objection within 20 days from
the service date of the notice, the Settlement Agreement will be
fully binding on the Debtors' estates.  However, if an objection
is timely received, the Debtors may not consummate the Agreement
without further Court order.

The Debtors will not enter into any settlement unless it is
reasonable in the Debtors' judgment after considering:

    (a) the probability of success if the claim is litigated or
        arbitrated;

    (b) the complexity, expense and likely duration of any
        litigation or arbitration with respect to the claim;

    (c) other factors relevant to assessing the wisdom of the
        settlement; and

    (d) the fairness of the settlement in relation to the
        Debtors' estates, creditors and shareholders.

The Settlement Procedures do not apply to any asbestos-related
personal injury or property damage claims since the Debtors have
ceased using asbestos in any of their products for many years
now.  All asbestos-related claims arise prepetition. (USG
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WARNACO GROUP: Goldman Sachs Group Discloses 0.5% Equity Stake
--------------------------------------------------------------
On February 11, 2003, Roger S. Begelman of The Goldman Sachs
Group, Inc., informs the Securities and Exchange Commission that
as of December 31, 2002:

A. Goldman, Sachs & Co. beneficially owns 240,436 shares of
    Class A Common Stock of The Warnaco Group, Inc., giving it
    0.5% Shared Voting Power in Warnaco's business; and

B. The Goldman Sachs Group, Inc. beneficially owns 240,436
    shares of Class A Common Stock of The Warnaco Group, Inc.,
    giving it 0.5% Shared Voting Power in Warnaco's business.
    (Warnaco Bankruptcy News, Issue No. 44; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Disclosure Statement Hearing Now on Mar. 27
----------------------------------------------------------------
                 UNITED STATES BANKRUPTCY COURT
                   NORTHERN DISTRICT OF OHIO

______________________________
                              ) Chapter 11
In re:                        )
PITTSBURGH-CANFIELD           ) Case Nos. 00-43394 to 00-43402
CORPORATION et al., {n1}      ) Jointly Administered
                              )
              Debtors.        ) William T. Bodoh
______________________________) Chief U.S. Bankruptcy Judge


    NOTICE OF ADJOURNMENT OF HEARING TO CONSIDER APPROVAL OF
      DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE
    BANKRUPTCY CODE FOR DEBTORS' JOINT PLAN OF REORGANIZATION

TO:  ALL HOLDERS OF CLAIMS AGAINST AND INTEREST IN THE ABOVE-
     CAPTIONED DEBTORS AND DEBTORS IN POSSESSION

     PLEASE TAKE NOTICE that PCC Survivor Corporation (f/k/a
Pittsburgh-Canfield Corporation), and its affiliated debtors and
debtors in possession (collectively, the "Debtors"), have filed
a Joint Plan of Reorganization (as the same may be amended, the
"Plan"), and a Disclosure Statement related thereto (as the same
may be amended, the "Disclosure Statement"), pursuant to Section
1125 of Title 11 of the United States Code (the "Bankruptcy
Code").

     PLEASE TAKE FURTHER NOTICE that:

     1.  A hearing (the "Hearing") had been scheduled before the
Honorable William T. Bodoh, Chief United States Bankruptcy
Judge, at the United States Bankruptcy Court for the Northern
District of Ohio, United States Courthouse and Federal Building,
10 East Commerce Street, Third Floor, Youngstown, Ohio, 44503-
1621, on March 6, 2003 at 1:30 p.m. Eastern Time to consider the
entry of an order, among other things, finding that the
Disclosure Statement contains "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code and approving the
Disclosure Statement.

     2.  This Hearing has been adjourned to March 27, 2003 at
1:30 p.m. Eastern Time.

     3.  The Hearing may be adjourned by the Debtors from time
to time without further notice to creditors or parties in
interest other than by an announcement in Bankruptcy Court of
such adjournment on the date scheduled for the Hearing.

     Dated: Cleveland, Ohio
     March 3, 2003            Respectfully submitted,

                              Michael E. Wiles
                              Richard F. Hahn
                              DEBEVOISE & PLIMPTON
                              919 Third Avenue
                              New York, New York  10022
                              Telephone:  (212) 909-6000
                              Facsimile:  (212) 909-6836

                              James M. Lawniczak (0041836)
                              Scott N. Opincar (0064027)
                              CALFEE, HALTER & GRISWOLD LLP
                              1400 McDonald Investment Center
                              800 Superior Avenue
                              Cleveland, Ohio 44114
                              Telephone:  (216) 622-8200
                              Facsimile:  (216) 241-0816

                             Counsel for Debtors and
                                Debtors in Possession
_______________

     {n1} In addition to Pittsburgh-Canfield Corporation, the
debtors are Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh
Steel Corporation, Consumers Mining Company, Wheeling-Empire
Company, Mingo Oxygen Company, WP Steel Venture Corp., W-P Coal
Company and Monessen Southwestern Railway Company.  On July 5,
2001, in connection with the sale of Pittsburgh-Canfield
Corporation's assets to a subsidiary of WHX Corporation,
Pittsburgh-Canfield Corporation changed its name to PCC Survivor
Corporation.


WINSTAR COMMS: Chapter 7 Trustee Taps Adelman as Special Counsel
----------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee seeks the
Court's authority to employ the firm of Adelman Lavine Gold and
Levin, a Professional Corporation as Special Counsel with regard
to the investigation and recovery of alleged preferences due
from and transferred to certain entities currently represented
by Fox, Rothschild, O'Brien & Frankel, LLP.  Fox Rothschild has
determined that it cannot, due to its current conflict, take
further action regarding these alleged preferences.

According to Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien
& Frankel, LLP, the Trustee seeks to retain Adelman as Special
Counsel because of its extensive experience and knowledge in the
field of preference actions.

Adelman is expected to:

    A. investigate preferences due from certain entities;

    B. recover preferences; and

    C. provide any other assistance that may be necessary and
       proper in these proceedings.

Compensation will be payable to Adelman on an hourly basis at
the firm's normal and customary hourly rates, plus reimbursement
of actual, necessary expenses and other charges incurred by
Adelman.

Adelman Shareholder Raymond H. Lemisch assures the Court that
Adelman does not hold or represent any interest adverse to the
Debtors' estate, and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code. (Winstar
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WORLDCOM INC: Aerotel Demands Prompt $10MM Admin Claim Payment
--------------------------------------------------------------
Aerotel, Ltd. asks the Court to allow the payment of its
administrative expense claim arising out Worldcom Inc.'s
postpetition infringement of its patent.

According to Lawrence P. Eagel, Esq., at Bragar Wexler Eagel &
Morgenstern, LLP, in New York, Aerotel, is the owner of the
patent rights conferred by U.S. Patent No. 4,706,275 issued
November 10, 1987 to Zvi Kamil, and all corresponding foreign
patents, for an invention titled "Telephone System".  The '275
Patent describes and claims a system and method for what is
known to the parties as a Prepaid Calling Card.

Aerotel claims that one or more of the Debtors sold, and
continues to sell postpetition, Prepaid Calling Cards that
infringe on Aerotel's patent rights under the '275 Patent.
Aerotel claims that the Debtors are liable to Aerotel for
damages for the infringement pursuant to applicable law.

Mr. Eagel notes that it is essential for the Debtors to continue
to operate their businesses to preserve the going concern value
of the assets to be sold.  "The Debtors were able to accomplish
that goal in part by continuing to infringe on the '275 Patent."

Mr. Eagel contends that the Debtors' postpetition infringement
of the '275 Patent was an actual, necessary cost and expense of
preserving the assets of the Debtors' estates.  Sales of Prepaid
Calling Cards and services have generated substantial revenues
for the Debtors' estates during the postpetition period.  Thus,
Aerotel's claim arises in connection with the postpetition
business activities of the Debtors' estates and has lead to
continuing benefits to the Debtors' estates.

Aerotel makes a claim against each of the Debtors, jointly and
severally, for damages measured by a royalty equal to 2.5% of
the Gross Sales Receipts received by the Debtors for the use and
sale of Prepaid Calling Cards and services from the Petition
Date through and including the date of judgment.  The term
"Gross Sales Receipts" will mean the total compensation received
by the Debtors for the sale of Prepaid Calling Cards and
services less sales, use or other similar taxes, and less credit
for any refunds, returns or chargebacks.

Mr. Eagel insists that the 2.5% royalty rate is a reasonable
rate based on the royalty rates agreed to by Aerotel and
licensees of the '275 Patent for past infringement.  Aerotel
reserves the right to increase or otherwise modify the royalty
rate or to otherwise determine the amount that should be paid by
the Debtors to Aerotel for their infringement of the '275
Patent.

At this time, Aerotel is unable to determine the amount of Gross
Sales Receipts by all of the Debtors, or the Gross Sales
Receipts on a debtor-by-debtor basis, based on the information
currently available.  That information is exclusively within the
Debtors' dominion and control.

Aerotel has, however, had access to certain public information,
which leads Aerotel to believe that the Gross Sales Receipts,
collectively for all Debtors, for the six periods prior to the
Petition Date is equal to $70,000,000 per month or a total of
$420,000,000.  As the infringement continues, Mr. Eagel believes
that Aerotel's claim will increase and further applications for
payment will be made.

Accordingly, Aerotel makes a claim against the Debtors for at
least $10,500,000 (2.5% multiplied by $420,000,000), plus
enhanced damages for willful infringement.  Aerotel also asks
the Court to require the Debtors to account to Aerotel for the
sale of Prepaid Calling Cards and services during the
postpetition period to determine with the specificity the amount
payable to Aerotel for the Debtors' postpetition infringement of
the '275 Patent. (Worldcom Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


* PwC Sees 180 Public Co.'s with $240BB in Assets Filing in 2003
----------------------------------------------------------------
PricewaterhouseCoopers forecasts that public company bankruptcy
filings will decline only slightly in 2003 to 180 from 189 in
2002. Total assets of public companies filing for bankruptcy
will be $240 billion, down from a peak of $382 billion in 2002.
2003 will represent the third highest total assets at filing in
the last 16 years (1987 to 2003).

"The bankruptcy picture for 2003 will represent only a slight
improvement, rather than the beginning of a return to average
historical  levels," said Carter Pate, U.S. managing partner of
revenue and business development, PricewaterhouseCoopers.

To develop these forecasts, PricewaterhouseCoopers created an
econometric model designed to quantify the relationship between
observed business conditions and the incidence of bankruptcy
filings. PricewaterhouseCoopers focused on five factors that
influence the level of bankruptcy filings: degree of corporate
leverage, cost of borrowing, prevalence of excess production
capacity, change in high-yield debt issuance, and aggregate
economic activity. Historical time series on bankruptcy filings
and assets were from BankruptcyData.com.

               Industry Outlook 2002 Vs. 2003

PricewaterhouseCoopers determined that in 2003, companies most
likely to declare bankruptcy will be concentrated in the
following industries:

    * Energy (mainly in the utilities and oil and gas sectors);

    * Telecommunications (primarily wirelines and wireless
      carriers);

    * Machinery and Equipment Production (primarily
      semiconductor and communications equipment manufacturing);

    * Business Services (mainly computer software and management
      consulting)

    * Airlines and Aerospace

    * Industrial Metals and Mining (primarily steel and
      aluminium)

"An inside look at these industries reveals structural changes
in sectors such as telecommunications, steel, and energy trading
and marketing. Others like high technology (semiconductors,
computer manufacturing, and computer software) are recovering
from cyclical slumps but face much slower growth trajectories
compared to the pace in the 1990s, while others such as the
airline and aerospace industries are being forced to undergo
changes due to severe contraction in demand amid much higher
operating costs," said Mr. Pate.

In 2002, in terms of total assets, the five industries with the
most assets at Chapter 11 filings were: communications, ($210
billion), insurance carriers ($63 billion), air transportation
($33 billion), general merchandise stores ($15 billion), and
business services ($8 billion). Each of these industries, except
business services, placed one or more companies on the list of
the largest 45 bankruptcies in history.

In terms of volume, in 2002, the five industries with the
highest number of bankruptcy filings were communications (30
filings), business services (28), electrical and electronic
equipment (12), primary metal industries (8), and industrial
machinery and equipment (8).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC       (1,888)       7,816     (821)
Alliance Imaging        AIQ         (79)         658      (25)
Alaris Medical          AMI         (47)         573      129
Amazon.com              AMZN     (1,353)       1,990      550
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127      (17)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (24)         346      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Euronet Worldwide, Inc. EEFT         (8)          61        3
Gamestop Corp.          GME          (4)         607       31
Graftech Int'l          GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharmaceuticals  LGND        (58)         117       22
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Mega Blocks Inc.        MB          (37)         106       56
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (86)         473       68
Proquest Co.            PQE         (45)         628     (140)
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
United Defense I        UDI        (166)         912      (55)
UST Inc.                UST         (47)       2,765      828
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Western Wireless        WWCA       (274)       2,370     (105)

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***