TCR_Public/030305.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 5, 2003, Vol. 7, No. 45    

                          Headlines

ACANDS INC: Wants to Stretch Lease Decision Time through May 14
ACORN HOLDING: Nasdaq Knocks-Off Shares Effective Today
ADVANCED LIGHTING: Continuing Restructuring Talks with Committee
AGERE SYSTEMS: Ventures into Wireless Power Amplifier Market
AHOLD: Fitch Lowers Grocer's Senior Unsecured Rating to BB-

AIRTRAN AIRWAYS: Revenue Passenger Miles Jump 30.9% in February
ALLEGIANCE TELECOM: Dec. 31 Working Capital Deficit Tops $289MM
ALLIED WASTE: Fitch Revises B-Level Ratings Outlook to Stable
AMERCO: Banks Agree to Standstill Pacts until April 30, 2003
AMERICA WEST: William A. Franke Discloses 5.7% Equity Stake

AMERICAN RESTAURANT: Redeems Outstanding 11% Sr. Secured Notes
APPALACHIAN REGIONAL: Fitch Ups $87MM Bond Rating to BB+ from BB
ARIBA INC: AMR Says Contract Mgt. Component Yield Compelling ROI
AUSPEX SYSTEMS: Cash Insufficient to Meet Capital Requirements
BAYOU STEEL: Wins Final Approval to Obtain $45MM DIP Financing

BEA SYSTEMS: S&P Revises Outlook to Stable over Steady Cash Flow
BIOTRANSPLANT INC: Nasdaq Will Delist Shares Effective Tuesday
BUDGET GROUP: Plan Filing Exclusivity Extended Until April 2
BURLINGTON INDUSTRIES: Vanguard Discloses 8.4% Equity Stake
CALPINE: Reclassifies Sale-Leasebacks as Financing Transactions

CAMBRIAN: Gets Plan Filing Exclusivity Extension Until April 18
CB TECHNOLOGIES: Voluntary Chapter 11 Case Summary
CENTERPOINT ENERGY: Fitch Affirms Ratings with Negative Outlook
COMDISCO INC: Completes Partial Redemption of $75MM of 11% Notes
CREST DARTMOUTH: S&P Assigns Low-B Class D & Preferred Ratings

DICE: Says Survey Highlights New Trends in Technology Salaries
DICE INC: Turns to Pacific Crest Securities for Financial Advice
DIVINE INC: Wants More Time to File Schedules and Statements
DUN & BRADSTREET: Completes Acquisition of Hoover's for $119MM
ENCOMPASS SERVICES: Court Okays Bracewell & Patterson as Counsel

ENRON CORP: Earns Nod to Consent to Exit Agreement Consummation
EOTT ENERGY: Emerges from Chapter 11 Proceeding Effective Mar. 1
FAO INC: Court to Consider Chapter 11 Plan on April 4, 2003
GENTEK INC: Noma Company Brings-In Deloitte Canada as Auditor
GEO SPECIALTY: Liquidity Concerns Spur Junk & Low-B Ratings

GLOBAL CROSSING: Gary Winnick Discloses 8.88% Equity Stake
HIGH SPEED ACCESS: Intends to Make Initial Cash Distribution
HOLLYWOOD CASINO: Completes Asset Sale to Penn National Gaming
HOLLYWOOD CASINO: Fails to Win Shreveport Debtholders' Consents
INCO LTD: S&P Rates US$250 Mill. Subordinated Debentures at BB+

KEMPER INSURANCE: AM Best Cuts Financial Strength Ratings to B
KEY3MEDIA: Signs-Up Ernst & Young as Independent Accountants
KINETIC CONCEPTS: Charles N. Martin Steps Down from Board
KMART CORPORATION: Court Extends Exclusive Period to June 30
LA QUINTA: Board Declares Dividend on 9% Preferred Shares

LAKE TROP: UST Wants to Convert Case To Chapter 7 Liquidation
LEATHERLAND CORP: Looks to Helston Capital for Financial Advice
LTV CORP: Court Extends Plan Filing Exclusivity Until June 30
MOBILE COMPUTING: Dec. 31 Net Capital Deficit Widens to C$7.7MM
MSU DEVICES: Case Summary & 20 Largest Unsecured Creditors

NACIO SYSTEMS: Emerges from Reorganization Proceedings
NAT'L CENTURY: Court OKs Williams & Prochaska as Special Counsel
NETDRIVEN SOLUTIONS: Dec. 31 Balance Sheet Upside-Down by C$1MM
NTELOS INC: Commences Chapter 11 Reorganization in E.D. Virginia
NTELOS INC: Case Summary & 30 Largest Unsecured Creditors

NUEVO ENERGY: Closes Brea Olinda Field Asset Sale to BlackSand
ON SEMICONDUCTOR: Tinkers with Senior Bank Facilities
ON SEMICONDUCTOR: Completes Senior Secured Debt Offering
ORBITAL SCIENCES: Launches Exchange Offer for 12% Secured Notes
PENN NAT'L: Gets Financing to Fund Hollywood Casino Acquisition

PEREGRINE SYSTEMS: Committee Taps Blackstone for Fin'l Advice
PETROLEUM GEO-SERVICES: Commences Trading on OTC and Pink Sheets
POLAROID CORP: Has Until July 31 to Make Lease-Related Decisions
PREMIER LASER SYSTEMS: Withdraws Form S-3 Registration Statement
PRIME HOSPITALITY: S&P Cuts Corporate Credit Rating to BB-

PRUDENTIAL SECURITIES: Fitch Junks Class G & H Note Ratings
SEALY CORP: Dec. 1 Net Capital Deficit Narrows to $116 Million
SEDONA CORP: Applauds SEC's Commitment to Probe Short Sales
SEMX CORP: Fails to Comply with Nasdaq Min. Listing Requirements
SERVICE MERCHANDISE: Selling Brentwood Headquarters for $9 Mill.

SHAW GROUP: Liquidity Issues Prompt S&P to Drop Rating to BB+
SLI INC: Inks Definitive Pacts to Sell Two Lighting Divisions
SLI INC: Delaware Court Establishes March 31 as General Bar Date
STRUCTURED ASSET: Fitch Rates Unoffered Class B2 Certs. at BB+
SUN HEALTHCARE: J.P. Morgan Chase Discloses 5.5% Equity Stake

SUPERIOR TELECOM: S&P Drops Ratings to D after Bankruptcy Filing
TIDEL TECHNOLOGIES: Prevails in Montrose Investments Lawsuit
TRIMAS CORP: S&P Revises Low-B Ratings Outlook to Stable
UNITED AIRLINES: Wins Nod to Assume Glen Tilton Employment Pact
UNITED PAN-EUROPE: Majority of Creditors Vote in Favor of Plan

US AIRWAYS: Fails to Make Payments on 2000-3 P-T Certificates
US AIRWAYS: Michelle Bryan to Leave Company After Emergence
US AIRWAYS: Court Extends Plan Proposal Period Until March 31
U.S. RESTAURANT: Board Approves April Common Stock Dividend
USG CORP: Appoints Karen L. Leets as VP and Treasurer

USG CORP: Court Approves Maple Energy Purchase Agreement
VALEO INVESTMENT: S&P Ratchets 3 Class Ratings to Lower-B Level
VIEWPOINT: Defaults on Smithfield & Portside Purchase Agreement
WILLIAM LYON: S&P Assigns Preliminary B- Rating to Note Offering
WINSTAR COMMS: Ch. 7 Trustee Taps Mark Peterson as Co-Counsel

YOUTHSTREAM MEDIA: Red Ink Continues to Flow in December Quarter
Z-TEL TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $99MM

* Meetings, Conferences and Seminars

                          *********

ACANDS INC: Wants to Stretch Lease Decision Time through May 14
---------------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for more time to determine whether to assume, assume
and assign, or reject its unexpired nonresidential real property
leases.

The Debtor wants an extension of its Lease Decision Period until
May 14, 2003.

The Debtor had previously identified and determined, in its
business judgment, certain leases to reject because they were
not useful to the Debtor's ongoing business.  Nonetheless, the
Debtor requires additional time to analyze the benefit to its
estate of assuming or rejecting the remaining Leases.  It would
be imprudent at this time, for the Debtor to make a final
decision as to which of the Leases it will ultimately assume or
reject.

Since the Petition Date, the Debtor's management and
professionals have been consumed with:

     i) obtaining interim and final approval of first day and
        subsequent motions,

    ii) numerous matters involving litigation with Travelers
        Casualty and Surety Company,

   iii) formulating and finalizing the proposed plan and
        disclosure statement and

    iv) responding to numerous information requests and concerns
        of parties, among whom are the Committee and creditor
        constituencies.

Importantly, the Debtor says, it and its professionals are
focusing their efforts on negotiating a confirmable plan, and
are engaged in discussions with certain key parties and
constituencies in order to further the plan process and attempt
to reach a consensual resolution of this case. As a result, the
Debtor has not had a sufficient amount of time to properly
determine whether to assume or reject the Leases.

Accordingly, absent a further extension of time for the Debtor
to evaluate the Leases, the Debtor is at risk of prematurely and
improvidently assuming Leases that otherwise may be burdensome
to the Debtor's estate.

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 listed
estimated debts and assets of over $100 million.


ACORN HOLDING: Nasdaq Knocks-Off Shares Effective Today
-------------------------------------------------------
Acorn Holding Corp., announces that the Nasdaq Listing
Qualification Panel has determined to delist the Company's
Common Stock from The Nasdaq Stock Market effective with the
open of business on Wednesday, March 5, 2003.

The Company's Common Stock will be immediately eligible for
quotation on the OTC Bulletin Board effective with the open of
business on March 5, 2003. The OTC Bulletin Board symbol
assigned to the Company will remain "AVCC".

                         *     *     *

                   Going Concern Uncertainty

Acorn Products' September 29, 2002, balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


ADVANCED LIGHTING: Continuing Restructuring Talks with Committee
----------------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLQE) is
continuing negotiations with the Official Committee of Unsecured
Creditors, appointed by the bankruptcy court, to achieve a
mutually acceptable plan of reorganization in its voluntary
Chapter 11 bankruptcy proceeding. The Debtors also continued to
investigate the reasonable likelihood of alternatives to the
offer made by the Committee, consistent with fiduciary duties.

The Company's view that common equity holders may have value to
protect in the bankruptcy proceedings is based on a recent
valuation estimate received from Debtors' financial advisors, as
well as recent operating results, including performance in the
month of January. As a result, it is the Company's view that the
Debtors' creditors can be paid in full, that the Company's
preferred shareholder is "in the money," and that there is a
possibility that a meaningful amount would be available for
common shareholders. The continued improved operating results,
in the face of the Company's well-publicized financial
difficulties, provide the prospect for enhanced common
shareholder value. Of course, the Company can give no assurance
that an alternative plan of reorganization will be proposed,
that such a plan would enhance the ultimate recovery by common
shareholders or that such a plan could be implemented over the
objection of the Committee.

Wayne Hellman, Chairman and CEO of ADLT, explained: "The
performance of the Company's operating subsidiaries continue to
show improvement despite the costs of the restructuring process
-- including costs of consultants and attorneys for both the
Company and its creditors. The Company believes that the value
of the Company will permit payment of all of its creditors.
Therefore, the value of improved performance should belong to
its equity investors, rather than its creditors. The Company is
committed to fair treatment for all of its stakeholders."

"In the meantime, the Chapter 11 process allows us to preserve
jobs, continue to pay our vendors, and work to realize the
greatest possible value for all stakeholders. We plan to emerge
from Chapter 11 as quickly as possible, and we are confident in
our ability to continue to serve our customers' needs and to
maintain service levels."

Advanced Lighting Technologies, Inc., is an innovation-driven
designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems and
equipment. The Company also develops, manufactures and markets
passive optical telecommunications devices, components and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc.


AGERE SYSTEMS: Ventures into Wireless Power Amplifier Market
------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) unveiled 21 breakthrough
transistors targeting the wireless base station power amplifier
market. Agere's innovative products -- the world's coolest
temperature wireless radio frequency power transistors -- are
targeted for third-generation (3G), 2.5 generation (2.5G), and
second generation (2G) base station equipment.

Agere's power amplifier transistors can enable much cooler,
smaller, and less expensive wire less base stations than are
possible using any other RF power transistor technology. The
transistors lower overall wireless amplifier and base station
costs, and deliver lower capital and operating expenses for
wireless service providers. Agere's products have the potential
to save billions of dollars annually in combined operating and
capital expenses for the wireless service provider industry.*

In addition, Agere's new products help accelerate the industry
trend to shrink the size and shift the location of today's
typical base stations, about the size of a backyard toolshed and
installed on the ground, to the size of a suitcase and installed
above the ground on wireless antenna towers.

With these products, the company is the first to achieve the
transistor temperature (thermal) performance level the industry
has been striving to attain for the past 10 years. The
transistors achieve 10-15 percent lower operating temperatures
than all other competing transistors available today.

Agere's lower temperature transistors can cut in half the number
of cooling fans in base stations compared with hotter transistor
products. Reducing the number of fans also reduces noise
pollution, a major issue in the base station market.

"The wireless transistor market represents an important new
growth opportunity for Agere, and with our technological
breakthroughs, we believe we are poised for success in this
space," said Sohail Khan, executive vice president of Agere's
Infra structure Systems Group. "By delivering significant cost
reductions, our new products will enable wireless service
providers to accelerate delivery of lower-cost, feature-rich,
high data rate services to cell phone users, such as video
streaming, instant messaging and gaming. These products are a
strong strategic fit with our existing portfolio for wireless
base station manufacturers, and will allow us to further expand
our position as a leading provider of components to the wireless
infrastructure market."

               Agere Making "Bold and Positive" Move

An RF power transistor is a packaged stand-alone electronic
device roughly the size of a nickel. The transistor is the key
active building block on power amplifier circuit boards, which
are about the size of a laptop computer and installed within
base stations. The transistor boosts voice, data, and video
signals in various frequency ranges before the signals are
delivered to wireless subscribers. A wireless base station
functions as the conduit for routing, transmitting and receiving
wireless voice, data, and video signals. Agere is targeting
sales of its product to manufacturers of base stations who also
build their own amplifiers, as well as companies that
manufacture amplifiers that are sold to base station
manufacturers. More than 20 companies are evaluating Agere's
transistors.

"Entering this market is a bold and positive move by Agere that
has resulted from the company's technical innovation and smart
investment," said Edward Rerisi, a wireless semiconductor
analyst with Allied Business Intelligence. "The potential
performance gains enabled by these devices could yield enormous
operational savings for existing technologies, while easing some
of the financial burden of 3G deployment."

                         Two Breakthroughs

Agere's transistor technology consists of two key innovations
aimed at improving power transistor performance and reliability.
The first innovation resolves the issue of how to eliminate
defects in chips when making ultra-thin silicon wafers, which
are roughly half the width of a human hair. Thicker chips tend
be warmer because they don't conduct heat as well as thin chips.
Agere created a proprietary wafer scale low cost, and high yield
"die (chip) thinning" technique that eliminates chip defects
that occur using other companies' approaches. Agere's method
results in thinner and more thermally efficient (cooler) chips.

Agere's technology breakthrough results in unparalleled
transistor performance. They can be designed to be 30 percent
shorter in length and are 50 percent thinner than all competing
transistors. These thinner and shorter transistors get rid of
heat more effectively than thicker and longer transistors.

The second advance improves the transistor's performance when
amplifying wireless signals. Using its patent-pending, high-
density, low resistance electrical connections, Agere created a
transistor with reduced resistance and parasitic capacitance.
This leads to transistors with higher gain and efficiency, two
key parameters in selecting transistors for use in wireless
power amplifiers.

        Transistors Use High Performance LDMOS Technology

The new product family features laterally diffused metal oxide
semiconductor process technology, the highest performing and
most widely deployed for RF power transistors.

These 21 new products substantially broaden Agere's leading
portfolio of base station components, such as digital signal
processors and network processors, and help the company offer a
comprehensive system solution for these applications. Agere
plans to sell these transistors both in tandem with and separate
from all the other components it sells for wireless base
stations.

Agere is shipping the transistors in sample quantities and
expects to ship in production quantities in the third quarter of
this year. Prices for Agere's transistors range from $12 to $207
in quantities of 10,000.

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high- density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers.  More information about Agere Systems is
available from its Web site at http://www.agere.com


AHOLD: Fitch Lowers Grocer's Senior Unsecured Rating to BB-
-----------------------------------------------------------
Fitch Ratings, the international rating agency, downgraded the
Senior Unsecured and Short-term ratings of Koninklijke Ahold
N.V., the Netherlands-based international food retailer, to
'BB-' (BB minus) from 'BBB-' (BBB minus) and to 'B' from 'F3',
respectively. The ratings remain on Rating Watch Negative.

The ratings change reflects substantial tightening of the
group's liquidity and new funding that worsens the position of
parent bondholders due to their expected legal and structural
subordination following drawing of the intended EUR1.35 billion
secured facility.

Recent information highlights that the level of liquidity likely
to be available to the group is more constrained than originally
thought. In addition to approximately USD550 million of drawings
outstanding under the existing USD2bn term facility, a further
approximate USD600 to USD650 million of uncommitted drawings
will require near-term refinancing. The secured EUR1.35 billion
element of the new total EUR3.1 billion bank financing package
is therefore earmarked for immediate use, with little additional
headroom. As a result it will be critical for the company to
achieve the conditions precedent (including satisfactory sign-
off of audited accounts for certain subsidiaries) in order to
drawdown the unsecured element of the hastily-arranged bank
financing package. Conceivably, further secured funding may be
arranged if unsecured funding is not forthcoming. Fitch believes
that the ability of the group to quickly raise further secured
funding will take into consideration negative pledge covenants
in existing capital markets issues. A typical weakness in
European bonds is the exclusion of bank secured debt from such
negative pledge provisions.

Updated information shows that the EUR1.35 billion loan is sized
to match the immediate near-term funding requirements. Ahold is
providing as security for this funding a charge over the share
capital of certain operating companies, probably over the shares
in its prime subsidiaries. As well as the control this affords,
the value of the pledged assets is expected to materially exceed
the EUR1.35bn obligation. It is likely, given the comfort that
such an approach typically provides to bankers, that any such
additional lending would also be at the operating company level.
This further weakens the position of parent bondholders who will
thus be structurally subordinated by these initial facilities.

Although Fitch welcomes the news that following investigation of
Disco Ahold no material impact from this is expected to affect
Ahold's financial results, concerns remain as to the potential
level of overstatement of US Foodservice operating earnings.
This latter entity accounted for about EUR538 million or some
20% of group operating earnings in FY01. Ahold has thus far been
unable to further clarify the potential worst case amount of
overstated earnings.

Supporting a 'BB' category rating, Fitch maintains the view that
Ahold remains a viable operating entity. US Food retail, the
Dutch operations as well as ICA Ahold continue to support the
sales and cash generative ability of the group. US Foodservice
is but one business within the group. Food retail, and
especially US food retail, remains the core area of operations
although recent figures demonstrate that US food retail has
suffered to some extent from both increased competition and the
general weakness in US consumer demand. However, potentially
controlling creditors will have to decide if any continued
financial support maximises the cash-generative qualities of
this company or prompt asset sales at distressed values in order
to realise liquidity.

Ahold remains on Rating Watch Negative. The potential need for
negotiation of additional liquidity lines, the continuing
uncertainty over the amount of overstated earnings, and a
requirement for further details of assets pledged as security,
leave Fitch with little option but to maintain the Rating Watch
Negative status. Further uncertainty has been engendered by
investigation and reported potential litigation against both the
company and individuals in both the United States and the
Netherlands.

Ahold is the owner of the Stop & Shop, Giant and TOPS
supermarket chains.  Outside The Netherlands Koninklijke Ahold
N.V., being its registered name, presents itself under the name
of "Royal Ahold" or simply "Ahold".  The company maintains a Web
site at http://www.ahold.com


AIRTRAN AIRWAYS: Revenue Passenger Miles Jump 30.9% in February
---------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc.,
(NYSE:AAI) reported record traffic results for the month of
February 2003.

AirTran Airways' traffic, measured by revenue passenger miles,
increased by 30.9 percent for the month of February 2003 versus
the prior year on 24.9 percent more capacity, measured by
available seat miles, resulting in a load factor of 66.2
percent, compared to 63.2 percent for February 2002. The airline
enplaned 757,515 passengers in the month of February 2003, a
20.1 percent increase from February 2002.

"We are very pleased with our traffic results, particularly
given the adverse weather we experienced through much of our
system during the second half of the month," said Kevin Healy,
vice president of planning and sales.

                Airtran Airways February 2003 Traffic
                            (Preliminary)

                           February 2003   February 2002  Change
                           -------------   -------------  ------

Revenue Passenger Miles
     (000)                   464,445        354,861      30.9%

Available Seat Miles
     (000)                   701,104        561,528      24.9%

Load Factor                  66.2%          63.2%     3.0 points

Passengers Enplaned          757,515         630,811     20.1%

                             Y-T-D 2003     Y-T-D 2002   Change
                             ----------     ----------   ------

Revenue Passenger Miles
     (000)                    961,295         707,214     35.9%

Available Seat Miles
     (000)                   1,485,004       1,122,155     32.3%

Load Factor                    64.7%         63.0%    1.7 points

Passengers Enplaned          1,571,056       1,268,598     23.8%

AirTran Airways is America's second-largest low-fare airline -
employing more than 5,000 professional Crew Members and serving
448 flights a day to 41 destinations. The airline's hub is at
Hartsfield Atlanta International Airport, the world's busiest
airport (by passenger volume), where it is the second largest
carrier operating 172 flights a day. The airline never requires
a roundtrip purchase or Saturday night stay, and offers an
affordable Business Class, assigned seating, easy online booking
and check-in, the A-Plus Rewards frequent flier program, and the
A2B corporate travel program. AirTran Airways also is a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), and the
world's largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. For more
information, visit http://www.airtran.com

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B'-minus corporate credit ratings on
AirTran Holdings Inc., and subsidiary AirTran Airways Inc., and
removed all ratings from CreditWatch, citing the airline's
relatively good operating performance amid difficult industry
conditions. The ratings were placed on CreditWatch on
September 13, 2001. Approximately $166 million of rated debt is
affected. The outlook is negative.

"Ratings have been affirmed and removed from CreditWatch due to
AirTran's relatively good operating performance, within an
industry that continues to incur massive losses," said Standard
& Poor's credit analyst Betsy Snyder.


ALLEGIANCE TELECOM: Dec. 31 Working Capital Deficit Tops $289MM
---------------------------------------------------------------
Allegiance Telecom, Inc. (Nasdaq: ALGX), a national local
exchange carrier (NLEC), announced results for its fourth
quarter and year-end 2002. Allegiance reported fourth quarter
revenues of $204.9 million, a decrease of 6.7 percent compared
with 3Q02 and an increase of 35.0 percent compared with 4Q01,
and full-year revenue of $771.0 million, an increase of 49.2
percent compared with 2001. Excluding the revenue impact of the
Company's customer premise equipment provisioning and
maintenance business, which had 4Q02 revenue of $33.0 million
versus $40.3 million in 3Q02, revenue for 4Q02 declined by $7.3
million from the third quarter, a reduction of 3.3 percent.
EBITDA loss margin for the fourth quarter was 7.7 percent, with
a consolidated EBITDA loss of $15.7 million for 4Q02. Allegiance
Telecom also reported it achieved adjusted free cash flow from
operations of negative $33.4 million, representing compliance
with its senior secured credit facility covenants level of
negative $34.0 million.

For the year ending December 31, 2002, Allegiance Telecom had an
EBITDA loss of $71.6 million, a 36.2 percent decrease from 2001.
Capital expenditures for 2002 totaled $129.4 million versus
$364.4 million in 2001, a reduction of 64.5 percent.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $289 million.

"During the fourth quarter, Allegiance Telecom reoriented its
focus from rapid top line growth to a goal of moving rapidly to
free cash flow positive which is targeted to occur by mid-2003,"
said Royce J. Holland, Allegiance chairman and chief executive
officer. "Along with our interim agreement with senior bank
creditors announced in late November 2002, our focus has shifted
dramatically to an operating mode more appropriate in the
continuing poor capital markets environment. We also continue to
work with our bankers on a permanent amendment to the credit
facilities reflecting a focus on generating cash rather than
high revenue growth."

Holland said many of the actions taken in the fourth quarter to
refocus the Company's operations resulted in the Company's first
sequential quarterly revenue downtick (excluding the revenue
impact from Allegiance's CPE business) of $7.3 million. Holland
further indicated that these actions included:

     -- Reduction of field sales teams from a high of 128 in the
        first half of 2002 to 66 at year-end.

     -- Focus on selling the Company's most profitable products
        and in areas with excess network capacity.

     -- Phase out of unprofitable and marginally profitable
        products.

     -- Substantial progress on a major effort to improve
        collectability of its accounts receivable, resulting in
        a reduction of receivables aged more than 90 days for
        the Company's retail telecom services products from
        $25.9 million in August 2002 to approximately $7.0
        million at year-end. With the completion of the rollout
        of the Singl.eView billing system with its superior
        accounts receivable management tools, the reductions
        realized can be sustained.

     -- In conjunction with the reduction in accounts
        receivable, credit standards were tightened for new
        customers.

     -- Negotiated settlements with major carriers regarding
        disputes over intercarrier compensation and increased
        revenue reserves for a number of financially ailing
        CLECs with respect to intercarrier compensation.

"We made tremendous strides in improving accounts receivables in
the fourth quarter with receivables for business customers that
had aged over 90 days being reduced dramatically," added
Holland. "We also are in the best shape in several years
regarding receivables for intercarrier compensation. This has
resulted in days sales outstanding (DSO) for retail accounts
dropping to 36 days and overall DSO being at a historical low of
67 days."

"The result of all this activity was a significant hit to
revenue in 4Q02 as well as bad debt expense of about $17.7
million, which resulted in a larger than expected EBITDA loss,"
Holland said. "The benefits of our efforts in the fourth quarter
should be reflected in lower churn and bad debt expense and a
resumption of double digit revenue growth during 2003."

Allegiance is simultaneously pursuing financial and strategic
negotiated alternatives to reduce its total indebtedness, which
under the terms of the interim amendment must be reduced from
the current $1.2 billion level to $645 million by April 30,
2003. This debt reduction could include the issuance of new
equity or equity derivative securities for cash to retire
outstanding debt, the use of cash to retire outstanding debt or
the issuance of equity or equity derivative securities or debt
securities in exchange for outstanding debt. If this debt
reduction has not been consummated prior to the issuance of the
2002 audit report by KPMG LLP, Allegiance Telecom's independent
accountants, and in a manner that provides the Company with
sufficient available cash to fund operations for at least the
next 12 months, Allegiance has been informed by KPMG LLP that
the report will contain a "going concern" qualification.

            Operational and Financial Highlights

The Company continues to see improved productivity and
efficiency as it focuses its business on profitability. In 4Q02,
the Company's revenue per employee surged to a record level of
$204,600, an increase of $5,600 or approximately 2.8 percent
over the revenue per employee for 3Q02 of $199,000 and an
increase of $54,400 or approximately 36.2 percent over the
revenue per employee for 4Q01 of $150,200. "Continued gains in
efficiency and productivity indicate our programs to enhance
efficiency are working well," said Dan Yost, Allegiance Telecom
president and chief operating officer.

Reflecting the Company's focus on making progress toward
positive free cash flow, cash burn from operations was reduced
to $34.7 million, a decrease of 15.8 percent from the third
quarter and a drop of 52.5 percent from 4Q01. Allegiance
experienced a decline in cash burn from operations of 57.8
percent in 2002 compared with 2001.

"The implementation of our new consolidated billing system,
completed in November 2002, that works in concert with our
customer provisioning systems has bolstered our initiative to
minimize customer churn percentages," said Tony Parella,
Allegiance Telecom president of telecom and retail services. "We
ended 2002 with an automated system for tracking disconnects,
giving us a much better handle on churn statistics, and the
lowest level of billing disputes and bad debt in the history of
our retail operations. For 2003, we are in a much better
position to serve and retain our customers."

"Allegiance Telecom continued to dramatically reduce cash
consumed in the quarter, using approximately $26.7 million of
its cash and short-term investments during the fourth quarter to
fund its operations and capital expenditures, to service debt
and to account for changes in working capital which were
favorable in 4Q02," said Thomas M. Lord, Allegiance executive
vice president of corporate development and chief financial
officer. "This improvement in cash burn from operations is
consistent with our bank covenants. While the EBITDA loss sets
us back in terms of our trend towards positive cash flow from
operations, investors should understand that to a great extent
it reflects the shift in the fourth quarter from our historic
high octane revenue growth mode to our current managed growth,
cash preservation mode."

Allegiance Telecom -- http://www.algx.com-- is a facilities-
based national local exchange carrier headquartered in Dallas,
Texas. As the leader in competitive local service for medium and
small businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete telecommunications package, including
local, long distance, international calling, high-speed data
transmission and Internet services and a full suite of customer
premise communications equipment and service offerings.
Allegiance serves 36 major metropolitan areas in the U.S. with
its single source approach. Allegiance's common stock is traded
on the Nasdaq National Market under the symbol ALGX.


ALLIED WASTE: Fitch Revises B-Level Ratings Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Allied Waste and
related entities, and revised the Rating Outlook to Stable from
Negative. The change in Rating Outlook results from the
company's steady debt reduction, which has occurred despite a
weak operating environment that has impacted margins and
operating cash generation. The company's current level of cash
generation provides a sufficient buffer so that even in the
event of further weakness in economic conditions, the company
should still be in a position to generate positive cash flow and
further reduce debt. The company also retains supplemental
liquidity in the form of unused bank revolving credit
facilities, and has demonstrated continued access to external
capital. Over the intermediate term, any improvement in the
economic conditions should result in margin expansion toward
previous levels, and an acceleration of debt reduction.
Allied's EBITDA margin for 2002 slipped below 32% as compared to
slightly over 35% in 2000, with EBITDA falling 2% in 2002 to
$1.753 billion. Excluding 2001 costs associated with
acquisitions and divestitures, 2002 EBITDA fell 9.3%.
Nevertheless, total debt fell to $8.882 billion from $9.260
billion in 2001 (with net divestitures accounting for less than
$50 million in proceeds).

Industry conditions are likely to remain relatively weak over
the short term, with flat-to-modest price and volume increases.
Nevertheless, cash available for debt reduction should be in the
range of $400 million, providing ample flexibility in the event
of further economic weakness. Remaining maturities of $164
million in 2003 and $604 million in 2004 are manageable, with
$374 million of these amounts consisting of bank term loans.
Allied is likely to continue tapping external financing on a
regular basis in order to address maturities and reduce its
reliance on bank funding. In November 2002, Allied issued $375
million in senior secured notes, demonstrating its continued
access to the capital markets.

                  Allied Waste North America

      -- $1.3 billion Senior Secured Credit Facility 'BB';

      -- $2.4 billion Tranche A,B,C Loan Facilities 'BB';

      -- $3.4 billion Senior Secured Notes 'BB-';

      -- $2.0 billion Senior Subordinated Notes 'B'.

               Browning Ferris Industries (BFI)

      -- $690 million Sr Secured Notes, Debs and MTNS 'BB-'.


AMERCO: Banks Agree to Standstill Pacts until April 30, 2003
------------------------------------------------------------
AMERCO inked Standstill Agreements with its bankers.  These
extensions run through April 30, 2003.

AMERCO entered into financial restructuring discussions with its
debt holders in October of 2002.  Those discussions are
continuing productively.

Holly Etlin, principal of Crossroads, LLC, stated, "We are
making progress.  [This] is another key step in our efforts to
restructure AMERCO's debt with its lenders."

Joe Shoen, Chairman and CEO of AMERCO said, "This will allow
AMERCO to continue its steady progress toward successful new
financing while reinforcing continued lender support for the
restructuring."

             The JPMorgan-Led 3-Year Credit Facility

The extension of the agreement will continue to provide AMERCO
the time necessary to carry out plans to obtain new financing in
order to pay its banks $205 million under the existing 3-Year
Credit Agreement. During the extended standstill period, lenders
will continue to receive interest payments on the outstanding
balance, as well as information concerning the progress of the
restructuring.

Information obtained from http://www.LoanDataSource.comshows  
that AMERCO is the Borrower under a 3-YEAR CREDIT AGREEMENT
Dated as of June 28, 2002, with a consortium of lenders:

                                   Lending Commitment
                               --------------------------
     Lending Institution       Dollar Amount   Percentage
     -------------------       -------------   ----------
     JPMorgan Chase Bank        $ 25,000,000     12.195%
     Bank of America, N.A       $ 25,000,000     12.195%
     Bank One, NA               $ 25,000,000     12.195%
     Citicorp USA, Inc.         $ 20,000,000      9.756%
     Wells Fargo Bank, N.A      $ 20,000,000      9.756%
     Fleet National Bank        $ 20,000,000      9.756%
     U.S. Bank N.A.             $ 20,000,000      9.756%
     Washington Mutual Bank     $ 20,000,000      9.756%
     LaSalle Bank N.A.          $ 20,000,000      9.756%
     KBC Bank N.V.              $ 10,000,000      4.878%
                                ------------     -------
        Total                   $205,000,000     100.00%

assembled by Bank of America, N.A., as Syndication Agent, and
for which Bank One, NA, with its main office in Chicago,
Illinois, serves as Documentation Agent and JPMorgan Chase Bank
serves as Administrative Agent, with J.P. Morgan Securities
Inc., acting as Sole Bookrunner and Sole Lead Arranger.  The
3-Year Agreement paid-off amounts owed under a 5-Year Credit
Agreement, dated as of June 30, 1997, among AMERCO, the Lenders
named therein, and The Chase Manhattan Bank, N.A., as
Administrative Agent, as amended, supplemented or otherwise
modified from time to time.

AMERCO's obligations to the Lenders under the 3-Year Credit
Agreement are guaranteed by each present and future direct or
indirect Subsidiary of AMERCO that executes a Guaranty except
AMERCO's Insurance Subsidiaries, INW Company and U-Haul Co.
(Canada) Ltd.

The 3-Year Credit Agreement contains three key financial
covenants:

     * AMERCO agrees not to incur, create, assume or permit to
       exist any Indebtedness if, at any time, the ratio of
       Consolidated Indebtedness to Adjusted Capitalization
       would exceed 0.65 to 1.0;

     * AMERCO promises to maintain Consolidated Tangible Net
       Worth of no less than the sum of: (a) $597,000,000 plus
       (b) 25% of cumulative Consolidated Net Income for each
       fiscal year ending after March 31, 2001, through the date
       of determination, with no reduction for losses, if any,
       in any fiscal year.

     * AMERCO covenants that at the end of any fiscal quarter
       the ratio of Adjusted Operating Earnings to Fixed Charges
       for the period consisting of the four consecutive fiscal
       quarters ending with such fiscal quarter to be no less
       than 1.50 to 1.0.

Four layers of debt take priority over AMERCO's obligations
under the 3-Year Credit Agreement:

   Amerco Real Estate Senior Notes Series A    $   95,000,000
   Amerco Real Estate Senior Notes Series B    $    5,000,000
   Subsidiary Mortgage Obligations             $      213,031
   Subsidiary Guarantees under
      the 3-Year Credit Agreement              $  205,000,000

AMERCO is also party to four other key credit facilities:

    * the AMERCO Securitized Asset Defeasance Program Dated
      September 14, 1999

    * Bank of Montreal Synthetic Lease Facility Dated
      as of July 27, 1999

    * Royal Bank of Canada Synthetic Lease Facility Dated
      as of April 5, 2001

    * Interest Rate and Currency Exchange Agreement with
      Chemical Bank Dated March 5, 1992


             The Citibank-Led $101 Million Facility

AMERCO and Citibank USA, Inc., executed a Standstill Agreement
on the Company's $101 million lease obligation.  The Company
will continue to make all required payments under the lease
facility, as well as provide timely information about
the progress of its debt restructuring.  

AMERCO is the parent company to U-Haul International, Inc.,
Oxford Life Insurance Company, Republic Western Insurance
Company and Amerco Real Estate Company. U-Haul has served the
do-it-yourself household-moving customer for 57 years. U-Haul(R)
trucks and trailers can be rented from more than 15,000
independent dealers and 1,350 company operated moving centers.

U-Haul, the undisputed leader in the truck and trailer rental
industry, is one of the industry's largest operators of self-
storage facilities, the world's largest installer of permanent
trailer hitches and the world's largest Yellow Pages advertiser.


AMERICA WEST: William A. Franke Discloses 5.7% Equity Stake
-----------------------------------------------------------
William A. Franke beneficially owns 1,853,334 shares of the
Class B common stock of America West Holdings Corporation,
representing 5.7% of the outstanding Class B common stock of the
Company.  Mr. Franke has sole power to both vote and dispose of
the entire 1,853,334 shares held.

America West Holdings is the holding company for America West
Airlines, one of the top 10 US airlines. AWA serves more than 90
North American destinations, including seven in Mexico and two
in Canada. It has a fleet of nearly 140 aircraft, which fly from
hubs in Phoenix, Las Vegas, and Columbus, Ohio. AWA serves more
than 180 destinations worldwide through code-sharing alliances
with Continental, Northwest, British Airways, and Taiwan's EVA
Airways. Another subsidiary, The Leisure Company, sells vacation
packages.

As previously reported in the Troubled Company Reporter,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMERICAN RESTAURANT: Redeems Outstanding 11% Sr. Secured Notes
--------------------------------------------------------------
On February 18, 2003 American Restaurant Group, Inc., fully
redeemed in cash its outstanding 11% Series B Senior Secured
Notes. The Company had $3.41 million in outstanding 11% Series B
Senior Secured Notes.

American Restaurant Group operated 193 sundry restaurants in
five different flavors, from sports grills (Local Favorite) and
casual dining (Spoons) to country cooking (Grandy's) and upscale
dining (Spectrum Foods). Today, ARG can lay claim to only one
type of eatery -- about 100 steak houses operating under the
Stuart Anderson's Black Angus and Stuart Anderson's Cattle
Company names. Founded by former CEO Anwar Soliman (who still
owns 17%) in 1964, ARG has been burdened with debt. To settle
those debts, the firm sold its four concept restaurants to NBACo
(Non-Black Angus Concepts, now known as Spectrum Restaurant
Group), which is majority-owned by Soliman.

As reported in Troubled Company Reporter's November 18, 2002
edition, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on casual dining restaurant operator
American Restaurant Group Inc., to 'B-' from 'B'.

The outlook is negative. Los Altos, California-based American
Restaurant Group had about $160 million of debt outstanding as
of September 30 2002.

"The downgrade is based on the company's declining operating
performance, very weak credit protection measures, and limited
liquidity," said Standard & Poor's credit analyst Robert
Lichtenstein. "Operating performance continued to weaken in
2002. Same-store sales declined 3% in the first nine of 2002
after falling 4.2% in all of 2001. Moreover, the company's
operating margin in the first nine months of 2002 decreased to
8.2% from 10% in 2001. The decline was due to a lower average
check, which resulted from a change in menu mix designed to
increase customer traffic, and higher labor costs."


APPALACHIAN REGIONAL: Fitch Ups $87MM Bond Rating to BB+ from BB
----------------------------------------------------------------
Fitch Ratings has upgraded to 'BB+' from 'BB' its rating on
$87,250,000 Kentucky Economic Development Finance Authority
refunding and improvement revenue bonds (Appalachian Regional
Healthcare), series 1997. The Rating Outlook is Stable.

The rating reflects ARH's improved financial performance, solid
debt service coverage, and limited competition due to its
isolated service areas. In fiscal 2002, ARH posted a $3.0
million operating gain (0.7% operating margin), an improvement
from a negative 3% operating margin in 1999. Operating
improvements have continued through seven months ended Jan. 31,
2003 with a $3.9 million operating gain (1.5% operating margin).
As a result, ARH had strong debt service coverage of 3.3 times
at fiscal year-end 2002 and 3.0x through seven months of fiscal
2003. ARH's financial improvement is a direct result of the
relatively new management team's strategic objectives, which
include improved financial reporting, improved staffing, better
supplies management, and revenue cycle management initiatives.

Management implemented a full time equivalent reduction of 180
FTEs in January 2003 which is expected to produce savings of
$2.5 million in fiscal 2003 after severance costs, and
annualized savings of $7-8 million. ARH faces limited
competition in most of its 9 separate service areas. Six of
ARH's nine acute-care hospitals have a leading market share
position, and two of the other facilities are designated as
critical access hospitals.

Primary credit concerns include ARH's high dependence on
government payors, light liquidity position, weak service area
characteristics and future capital needs. At fiscal 2002, ARH's
liquidity position remained low at $42 million (41 days cash on
hand), but has improved from $24.8 million (26 days) at fiscal
2001. In fiscal 2002, Medicare and Medicaid comprised nearly 70%
of ARH's gross revenues, demonstrating high exposure to
governmental cutbacks in reimbursement. Management indicated
that ARH's revenue could be significantly impacted by cost
containment in Kentucky's Medicaid program; however details of
these reductions are not yet available. The majority of ARH's
facilities are located in rural communities in Kentucky and West
Virginia and are characterized by poor socioeconomic and
demographic indicators. This has had a negative impact on ARH's
bad debt as a percent of revenue which was a very high 8.9% as
of fiscal year-end 2002. Lastly, while ARH has indicated that it
will not re-enter the capital markets over the short term,
capital needs going forward are a concern. ARH's average age of
plant was 11.9 years as of fiscal year-end 2002. ARH's stable
outlook reflects Fitch's belief that the current management team
has implemented initiatives that will allow ARH to operate at
current levels despite its challenging payor mix. However, any
improvement in ARH's financial profile will likely be limited by
potential cuts in Medicaid, and future capital needs of the
system. ARH covenants to disclose only annual financial data to
investors, which Fitch views negatively. However, the current
management team has been proactive in providing quarterly and
annual data to Fitch.

ARH is headquartered in Lexington and is comprised of nine acute
care hospitals, 17 outpatient clinics and other related health
care businesses located throughout Kentucky and West Virginia.
Total revenues in fiscal 2002 were $431 million.


ARIBA INC: AMR Says Contract Mgt. Component Yield Compelling ROI
----------------------------------------------------------------
Contract Management solutions from companies such as Ariba, Inc.
(Nasdaq: ARBAE), the leading Enterprise Spend Management (ESM)
solutions provider, yield significant savings according to a
recent study.

A February 2003 report from AMR Research, titled "The Compelling
ROI of Contract Management," found that "automating purchasing
contracts delivers significant ROI in four key areas: supplier
compliance, internal compliance, better sourcing and workflow
efficiency." In addition, AMR Research discovered that "the best
categories to choose are those that have not been previously
addressed by existing procurement systems: this typically
includes complex spending categories like facilities/real
estate, telecommunications, large IT applications, and all
manner of complex service agreements, such as outsourcing."

In the report, AMR Research cites an Ariba user who is on track
to save $1 million annually by cross-checking A/P data with
contracts data for overcharges.

"Contract visibility and compliance are critical elements of
managing a company's enterprise spend," said Michael Schmitt,
Ariba's EVP and chief marketing officer. "We are pleased to see
that AMR recognizes the value that Contract Management
applications and services are providing to leading companies."

For information about Ariba(R) Contracts(TM), the contract
management solution offered by Ariba, and other Ariba Spend
Management solutions, please visit http://www.ariba.com  

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.

                          *     *     *

                  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."


AUSPEX SYSTEMS: Cash Insufficient to Meet Capital Requirements
--------------------------------------------------------------
As previously disclosed in a press release on February 11, 2003
and in a conference call on February 20, 2003, Auspex Systems,
Inc., (Nasdaq: ASPX) has insufficient cash to meet its working
capital requirements. Based on the financial situation, the
Company has announced expense reductions and layoff
notification.

In compliance with The WARN Act (Worker Adjustment and
Retraining Notification Act) and The California WARN Act, the
Company has issued 60 day notice to all U.S. employees that
their employment with the company may terminate in compliance
with Federal and State and local requirements.

The Company is pursuing cost reduction measures, which include
facility closures, reducing subsidiary costs and curtailing all
but the most essential expenses.

During this period, the Company will continue its discussions
with other major storage companies and explore other potential
relationships in an effort to complete a strategic sale, merger
or reseller relationship that may include all or part of the
business.

"A combination of factors lead us to this decision," said Gary
J. Sbona, CEO of Auspex Systems, Inc. "Current adverse economic
and market conditions are hampering our efforts to raise capital
or complete a merger or acquisition. Without the immediate
availability of additional funding and/or a partnership
arrangement, our Board has decided to pursue this action to give
our employees notice of the situation as we continue to pursue
other options available to us."

Auspex introduced the world's first Network Attached Storage
server shortly after its founding in 1987, creating a new breed
of storage appliance offering significant performance and
administrative benefits over general-purpose file servers.
Auspex's enterprise-class network servers are used worldwide for
consolidated information storage and delivery. Auspex also is
leading the convergence of NAS with Storage Area Networks with
the NSc3000 Network Storage Controller, the first multivendor
SAN-to-NAS gateway. The company is headquartered in Santa Clara,
California. Its shares are traded on the Nasdaq under the symbol
ASPX. For more information, visit http://www.auspex.com


BAYOU STEEL: Wins Final Approval to Obtain $45MM DIP Financing
--------------------------------------------------------------
Bayou Steel Corporation (AMEX:BYX), a leading producer of light
structural and merchant bar steel shapes, has received from the
Bankruptcy Court final approval of a $45 million debtor-in-
possession financing facility from Congress Financial and GE
Credit Corporation. Based upon the borrowing formula,
approximately $9 to $10 million would now be available. The
facility, which matures in a year, will be used to fund the
ongoing business operations of Bayou Steel, which filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 03-30816).

Jerry Pitts, President and Chief Operating Officer, stated,
"This financing, together with cash flow from our business, will
be a significant source of liquidity for Bayou Steel and will
contribute to our ability to continue normal business operations
as we organize for the future. It also provides a measure of
reassurance to our employees, customers and suppliers of
materials and services. We appreciate the loyalty and dedication
of our employees and the continued support of our suppliers and
customers."

Bayou Steel Corporation manufacturers light structural and
merchant bar products in LaPlace, Louisiana and Harriman,
Tennessee. The Company also operates three stocking locations
along the inland waterway system near Pittsburgh, Chicago, and
Tulsa.


BEA SYSTEMS: S&P Revises Outlook to Stable over Steady Cash Flow
----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and its other ratings on BEA Systems Inc., and
revised the company's outlook to stable from negative. The
outlook revision reflects BEA's improving profitability and
stable cash flow generation despite a difficult spending market
for software products and growing competition from IBM Corp.

San Jose, California-based BEA provides application server
software, the software foundation upon which transaction-
oriented E-commerce applications are developed and operate. The
company had $560 million of funded debt as of January 2003.

BEA also offers support and training services, generating
recurring revenues to supplement its software licenses. BEA's
growth is fueled by increased penetration of its existing client
base, by marketing programs, and by new product releases. Key
strategic alliances have helped the company expand market
penetration and enhance product distribution.

"We continue to expect that BEA will sustain profitability and
cash flow measures, as well as maintain a solid position in the
application server software market, despite challenging market
conditions," said Standard & Poor's credit analyst Emile
Courtney.

However, the company operates in an evolving and fragmented
industry with IBM Corp. as its key competitor. IBM is larger,
more diversified, and financially stronger and has narrowed
BEA's market lead. Continued high selling expenses are likely
for BEA, as are R&D expenses in the mid-teen percentage area.
While acquisitions have slowed in the past year, strategic
purchases focused on bolstering product capability and expansion
of geographic breadth may resume.


BIOTRANSPLANT INC: Nasdaq Will Delist Shares Effective Tuesday
--------------------------------------------------------------
BioTransplant Incorporated (Nasdaq: BTRN) received a Nasdaq
Staff determination letter indicating that the Company's
securities will be delisted from the Nasdaq National Market at
the opening of business on March 11, 2003. This action is due to
the Company's filing of a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code on February 27, 2003
(Bankr. Mass. Case No. 03-11585).

The company has determined not to appeal Nasdaq's decision but
will consider applying for a listing on the OTC Bulletin Board
when appropriate.

As a result of the company's Chapter 11 petition, effective with
the opening of trading on March 4, 2003 the Company's stock will
trade under the symbol BTRNQ.

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


BUDGET GROUP: Plan Filing Exclusivity Extended Until April 2
------------------------------------------------------------
William Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, argues that Budget Group Inc., and its debtor-
affiliates have failed to present sufficient evidence to warrant
the lengthy extension -- another 120 days to file a plan and
another 180 days to solicit votes -- now being requested.  The
Debtors' assets have been substantially administered, and
shortly the Debtors will cease all business operations.  Given
this, there is no reason why the Debtors cannot now
expeditiously formulate and prosecute a plan to complete the
administration of these cases.

Mr. Bowden asserts that allowing the Debtors to maintain
exclusivity for an additional 120 to 180 days will only lead to
an increase in administrative expenses and a delay in
distributing assets to creditors.  Any further extension of the
Debtors' exclusive periods should be limited in duration -- an
additional 60 days to file a plan and a correlating 120 days to
solicit votes.  If the Debtors are unable to move the plan
process forward within this time frame, then the Committee
should be given an opportunity to forge a direction for these
estates that may lead to an expeditious and equitable conclusion
for these cases.

Mr. Bowden tells the Court that the time has come for these
cases to be brought to a swift conclusion and the estates'
assets distributed to creditors.

                          Debtors Respond

Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, contends that the Debtors' cases have
progressed with remarkable dispatch.  In less than seven months,
the Debtors have:

  A. negotiated and closed three separate, but inter-related,
     financing facilities involving more than $1,700,000,000 in
     debtor-in-possession financing;

  B. negotiated, market tested and consummated a going concern
     sale of their multi-billion dollar North American, Latin
     America and Asian operations to Cherokee Acquisition
     Corporation;

  C. assumed and assigned over 7,000 executory contracts and
     unexpired leases involving more than 5,800 non-debtor
     counterparties to Cherokee in connection with the North
     American Sale;

  D. managed the transition of the Debtors' ongoing business
     operations to Cherokee;

  E. stabilized the Debtors' distressed European operations;

  F. marketed the Debtors' operations in Europe, the Middle East
     and Africa; and

  G. negotiated an Asset Purchase Agreement for the sale of the
     Debtors' EMEA Operations and, in connection therewith,
     negotiated and closed bridge DIP Financing for the EMEA
     Operations.  If approved by the Court, the sale of the EMEA
     Operations should close by mid-March.  If the EMEA
     Operations sale timely closes, the Debtors will be in a
     position to directly address the remaining issues that must
     be resolved to confirm a plan.

Mr. Lunn relates that the Committee understandably desires that
distributions be effected under a plan as soon as is reasonably
practicable after the EMEA Operations sale closes.  The Debtors
agree with this goal, but disagree with the Committee's
perception of the time that will be required, given the numerous
issues that must be resolved, to propose and confirm a plan that
will permit immediate distributions.  Nevertheless, to mitigate
the Committee's concerns, the Debtors agreed with the Committee,
prior to the filing of the Objection, to reduce their requested
extension of exclusivity to 6O days so long as the reduction of
time was without prejudice to the Debtors' right to seek further
extensions.  Notwithstanding this accommodation, the Committee
felt compelled to file its Objection.

According to Mr. Lunn, the Committee's assertions that the
Debtors' estates have been substantially administered, that the
Debtors do not require additional time to confirm a plan and
that administrative expenses "will only increase" with an
exclusivity extension are each simply wrong.  The Committee
either fails to appreciate, or chooses to ignore, the
significant issues that must be addressed before a plan can be
confirmed.  For example, the sale of the EMEA Operations must be
consummated.  In addition, significant post-closing issues must
still be resolved with respect to Cherokee.  Perhaps most
importantly, complex inter-creditor and value allocation issues
between the Debtors' estates must be addressed and resolved, not
only in context of the Chapter 11 proceedings, but also with the
UK Administrators and in a manner that is congruent with
BRACII's UK administration.  Stated differently, while the
Debtors will have successfully converted their operating assets
to cash, the Debtors and the Committee have yet to resolve these
issues:

  A. which estate is entitled to what percentage of the
     consideration received in the two separate sale
     transactions? or

  B. which creditors within each estate are entitled to share
     pro rata in distributions of that consideration?

Mr. Lunn reports that discussions concerning these issues --
which could not meaningfully have been addressed before the sale
consideration for the different components of the Debtors'
businesses was known -- have only recently begun.  Similarly,
the Debtors have only recently initiated discussions with the
Committee and the UK Administrators concerning the most
efficient means for coordinating the Chapter 11 plan
confirmation process with a UK scheme of arrangement so that
BRACII can emerge from the UK administration and fund
distributions on a parallel course with the Chapter 11 Debtors.  
Quite frankly, under these circumstances, the Debtors are
entirely at a loss to comprehend what other "direction" could be
"forged" by the Committee to effect distributions if exclusivity
was terminated.

Mr. Lunn assures the Court that administrative expenses will not
increase because exclusivity is extended.  The Debtors will
devote to these cases only those resources that are reasonably
necessary to accomplish the tasks that must be resolved to
confirm and consummate a plan and, to the extent necessary or
appropriate, a scheme of arrangement regardless of whether
exclusivity is extended.  If anything, termination of
exclusivity may actually increase administrative expenses
because the Debtors may be required to expend time and effort
resisting ill-conceived plans.

Mr. Lunn relates that since the inception of these cases, the
Debtors have vigorously pursued a program calculated to both
enhance the value of their estates and realize that value before
the absence of permanent financing impaired the Debtors' ability
to protect that value.  The Debtors' initiatives have been
successful and they can now begin to sort through those issues
that must be resolved to confirm a plan and effect
distributions. The Debtors should not be penalized for their
diligence and success, Mr. Lunn asserts.

                      *     *     *

Judge Walrath extends the Exclusive Filing Period for an
additional 60 days, through and including April 2, 2003.  In
addition, the Exclusive Solicitation Period is also extended by
120 days until June 2, 2003. (Budget Group Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at about 23 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


BURLINGTON INDUSTRIES: Vanguard Discloses 8.4% Equity Stake
-----------------------------------------------------------
In a February 13, 2003 filing with the Securities and Exchange
Commission, Joseph Dietrick, Assistant Secretary of Vanguard
Fiduciary Trust Company, discloses that Vanguard beneficially
owns 4,519,516 shares of Burlington Industries, Inc' Common
Stock.  This represents 8.415% of the total number of shares of
Burlington Common Stock.

Vanguard Fiduciary Trust Company is a trust company organized
under the laws of the Commonwealth of Pennsylvania. (Burlington
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CALPINE: Reclassifies Sale-Leasebacks as Financing Transactions
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has determined in consultation
with its independent auditor Deloitte & Touche LLP that two
sale-leaseback transactions, previously accounted for as
operating leases, will be recorded as financing transactions.
The lease reclassifications will affect the company's financial
results for the years ended December 31, 2000, 2001 and 2002.
The company does not expect any adverse impact on the cash flow
or liquidity position of the company or its outlook for 2003.
The reclassifications will not cause Calpine to be in default of
any covenants under the company's indentures or credit
agreements.

In connection with the ongoing re-audits of the 2000 and 2001
financial statements, it has been determined that the power
contracts in place at two power plants (Pasadena and Broad
River), for which the company has utilized sale-leaseback
transactions, have characteristics that prevent the use of
operating lease treatment. As a result, these two transactions
will now be recorded as financings in Calpine's consolidated
financial statements. The company noted that its former
independent auditor, Arthur Andersen LLP, had previously
concurred that the leases met the criteria for operating lease
accounting under generally accepted accounting principles.

"Sale-leaseback accounting represents a very complex, technical
and highly judgmental area of accounting," stated Bob Kelly,
executive vice president and chief financial officer. "Calpine
is currently evaluating amendments that could be made to the
power contracts for these two projects, which would allow us to
account for these transactions as operating leases going
forward."

Sale-leaseback transactions are a common form of financing in
many industries, including the power industry. Calpine provides
details on its lease obligations in its notes to its financial
statements.

                  Impact on Financial Statements

The reclassification of the two sale-leasebacks to financing
transactions will require Calpine to restate its financial
statements for the years ended December 31, 2000 and 2001 and
adjust its previously announced unaudited financial results for
the year ended December 31, 2002. All results remain subject to
the completion by the company of its Annual Report on Form 10-K
and the 2002 audit and the re-audits of 2000 and 2001 by D&T.

                         Additional Issue

In connection with the completion of the audit and re-audits,
Calpine is seeking the review and concurrence by the Staff of
the Securities and Exchange Commission for the appropriate
accounting treatment for two other power sales contracts, which
were entered into in 2001. Both D&T and the company's former
independent auditor concurred that the company's accounting
treatment for the revenue from these contracts is acceptable.

If the SEC were to disagree with this determination, the timing
of the recorded revenue for these contracts would shift such
that net income would decrease by approximately $36 million in
2001; net income would increase by the same amount in the
aggregate from 2002 through 2009. The company does not expect
any adverse impact on the cash flow or liquidity position of the
company or its outlook for 2003. This change will not cause
Calpine to be in default of any covenants under the company's
indentures or credit agreements.

                         Earnings Guidance

Taking into account the impact of the lease reclassifications,
the company is confirming its guidance for 2003 diluted earnings
per share for the year ending December 31, 2003 of approximately
$0.40 to $0.50 per share.

Based in San Jose, Calif., Calpine Corporation is a leading
independent power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired power generation. It generates and markets
power from plants it develops, owns, leases and operates in 23
states in the United States, three provinces in Canada and in
the United Kingdom. Calpine is also the world's largest producer
of renewable geothermal energy, and it owns approximately one
trillion cubic feet equivalent of proved natural gas reserves in
Canada and the United States. The company was founded in 1984
and is publicly traded on the New York Stock Exchange under the
symbol CPN. For more information about Calpine, visit its Web
site at http://www.calpine.com  

                         *   *   *

As reported in Troubled Company Reporter's December 11, 2002
edition, Calpine Corp.'s senior unsecured debt rating was
downgraded to 'B+' from 'BB' by Fitch Ratings. In addition,
CPN's outstanding convertible trust preferred securities and
High TIDES were lowered to 'B-' from 'B'. The Rating Outlook was
Stable. Approximately $9.3 billion of securities were affected.

DebtTraders says Calpine Corp.'s 10.500% bonds due 2006
(CPN06USR2) are trading at about 55 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CAMBRIAN: Gets Plan Filing Exclusivity Extension Until April 18
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Eastern District
of Virginia, Cambrian Communications, LLC and Cambrian Holdings,
LLC obtained an extension of their exclusive periods.  The Court
gives the Debtors, until April 18, 2003, the exclusive right to
file their plan of reorganization and until June 17, 2003, to
solicit acceptances of that Plan from their creditors.

Cambrian Communications LLC, together with its affiliate
Cambrian Holdings LLC, filed for chapter 11 protection on
September 20, 2002 (Bankr. E.D. Va. Case No. 02-84699).  
Bradford F. Englander, Esq., at Linowes and Blocher LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of over $10 million and estimated debts of over
$50 million.


CB TECHNOLOGIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CB Technologies, Inc.
        350 Eagleview Boulevard
        Exton, Pennsylvania 19341-1155

Bankruptcy Case No.: 03-12393

Type of Business: CB Technologies is a custom software
                  development and consulting firm.  CB
                  Technologies provides technology tools and
                  services to the Life Science industries. CB's
                  targeted solutions help pharmaceutical,
                  biotechnology, medical device and contract
                  research organizations adopt more efficient
                  processes throughout the life science product
                  lifecycle from post discovery to
                  commercialization.  See http://www.cbtech.com/

Chapter 11 Petition Date: February 18, 2002

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: James M. Matour, Esq.
                  Hangley Aronchick Segal & Pudlin
                  One Logan Square
                  27th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 496-7016

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million


CENTERPOINT ENERGY: Fitch Affirms Ratings with Negative Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint
Energy Houston Electric LLC and CenterPoint Energy Resources
Corp.  The Rating Outlook for all three companies remains
Negative.

The rating action follows CNP's announcement on February 28,
2003 that it had reached an agreement with its lenders to
restructure terms under an existing $3.85 billion credit
facility. Specifics of the amendment include an extension in
maturity from Oct. 10, 2003 to June 30, 2005 and the elimination
of mandatory commitment reductions. In return, CNP has agreed to
seek SEC authorization to pledge the company's 81% interest in
the capital stock of Texas Genco Holdings, Inc., as collateral
for the banks. Fitch notes that SEC approval for the TGN stock
pledge is neither a condition precedent to close nor does its
trigger an acceleration if such authorization is not received in
the future. Separately, CNP announced a reduction in its
quarterly common stock dividend to $0.10 per share, a move which
will conserve approximately $60 million of cash flow annually.

In analyzing the impact of the new bank agreement and the likely
pledge of TGN capital stock to those lenders upon CNP's
unsecured bondholders, Fitch believes that the issue of
structural subordination is largely offset by the removal of
near-term refinancing risk, as well as the fact that the value
of the pledged stock represents less than 5% of total
consolidated assets. Moreover, unsecured bondholders and bank
lenders will continue to share equally in the residual value of
both CNP Electric and CNP providing meaningful asset coverage
for both secured and unsecured creditors.

The extension of the bank facility removes much of the
uncertainty around CNP's near-term liquidity position,
particularly the requirement to make mandatory prepayments of
$600 million each in February 2003 and June 2003. However, Fitch
is maintaining the Negative Outlook reflecting CNP's need to de-
leverage and reduce its dependency on commercial bank debt.
CNP's plan to do so through a combination of capital markets
transactions and the securitization of stranded costs entails
some execution risk. In addition, there is a degree of
uncertainty over the ultimate impact on CNP of various lawsuits
and ongoing investigations related to the business activities of
its former subsidiary Reliant Resources, Inc. (RRI; 'B' senior
unsecured debt, Rating Watch Negative by Fitch), including RRI's
involvement in the California wholesale power market. Although
RRI has agreed to indemnify CNP for any potential damages
emanating from these lawsuits, RRI's ability to perform under
these indemnifications is limited by RRI's weak financial
condition and strained liquidity.

CNP's underlying credit ratings incorporate the temporary
weakness in CNP's post-restructuring credit profile offset by
the company's low business risk profile and the reasonable
prospects for de-leveraging by early 2005. CNP's current high
debt leverage stems from the business separation and spin-off of
RRI in September 2002. With the exception of approximately $1.9
billion outstanding subsidiary debt and lease obligations
transferred to RRI, the vast majority of debt issued by CNP's
predecessors to fund non-regulated investments prior to the May
2001 initial public offering of RRI have been assumed by CNP. As
a result, CNP's credit measures are expected to remain under
pressure through 2004 with consolidated total debt to capital
and cash interest coverage expected to approximate 80% and 2.0
times, respectively. A positive credit consideration mitigating
the high near term debt leverage is CNP's low business risk
profile and predictable cash flow stream. As a result of the
spin-off of RRI and the planned divestiture of TGN, the vast
majority of CNP's earnings and cash flow are derived from
regulated electric and gas distribution activities and FERC-
regulated interstate pipeline operations Expected funding
sources for CNP's anticipated de-leveraging include the planned
sale of CNP's Texas generating assets in 2004 and the subsequent
recovery of stranded costs as permitted under approved Texas
restructuring legislation. It is currently estimated that CNP
will issue more than $4 billion of securitization bonds in early
2005 with proceeds used to retire a $1.3 billion secured term
loan at CNP Electric and bank debt at CNP. As a result, adjusted
consolidated debt to capitalization should drop to around 60%
(excluding securitization debt), a level more appropriate for
CNP's rating category. Fitch's ratings and Outlook for CNP
incorporate a moderate degree of political and regulatory
uncertainty, including the risk that new legislation or appeals
could be introduced seeking to amend the amount and/or delay the
ultimate timing of stranded cost recovery.

CERC's Negative Outlook reflects the company's need to refinance
a fully drawn $350 million revolving credit facility on March
31, 2003. A $350 million bridge facility is available in the
event that CERC is not able to place capital market bonds in
accordance with management's plan. Fitch will continue to
monitor the terms and conditions of the capital market
refinancing or bridge loan.

          The following ratings are affirmed by Fitch:

                  CenterPoint Energy, Inc.

      -- Senior unsecured debt 'BBB-';

      -- Unsecured pollution control bonds 'BBB-';

      -- Trust originated preferred securities 'BB+';

      -- Zero premium exchange notes 'BB+'.

            CenterPoint Energy Houston Electric, LLC

      -- First mortgage bonds 'BBB+';

      -- $1.3 billion secured term loan 'BBB'.

             CenterPoint Energy Resources Corp.

      -- Senior unsecured notes and debentures 'BBB';

      -- Convertible preferred securities 'BBB-'.


COMDISCO INC: Completes Partial Redemption of $75MM of 11% Notes
----------------------------------------------------------------
Comdisco Holding Company, Inc., (OTC:CDCO), as previously
announced on February 14, 2003, has completed a partial
redemption of $75 million principal amount of its 11%
Subordinated Secured Notes due 2005. The outstanding principal
amount of the Subordinated Secured Notes after this redemption
is $160 million.

The $75 million principal amount of Subordinated Secured Notes
were redeemed at a price equal to 100% of their principal amount
plus accrued and unpaid interest to the redemption date.
Comdisco previously redeemed $65 million, $200 million, $100
million and $50 million principal amounts of the 11%
Subordinated Secured Notes on November 14, 2002, December 23,
2002, January 9, 2003, and February 10, 2003, respectively.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and  
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


CREST DARTMOUTH: S&P Assigns Low-B Class D & Preferred Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CREST Dartmouth Street 2003-1 Ltd./CREST Dartmouth
Street 2003-1 Corp.'s floating- and fixed-rate notes and
preferred shares.

The preliminary ratings are based on information as of Feb. 28,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The experience of the collateral administrator and
        subadvisor;

     -- The coverage of interest rate risks through hedge
        agreements; and

     -- The legal structure of the transaction.

                  PRELIMINARY RATINGS ASSIGNED
   
      Class                Rating         Amount (mil. $)
      A                    AAA                    280.000
      B                    A-                      34.125
      C                    BBB                     14.875
      D                    BB                      12.250
      Preferred shares     BB-                      8.750


DICE: Says Survey Highlights New Trends in Technology Salaries
--------------------------------------------------------------
Dice Inc., the leading provider of online recruiting services
for technology professionals, released results from the Dice
2002 Annual Salary Survey. The survey of more than 21,000
technology professionals details key industry trends, including
salary growth outside of traditional tech areas, the rising
benefit of experience and the continued increase in the gender
gap.

Although the economy showed signs of weakness, overall
technology salaries remained steady in 2002, averaging $67,900
versus $68,400 last year. Government/defense salaries spiked 7%
this year, with the highest of these salaries being recorded in
the Washington, DC area ($72,000), likely reflecting an increase
in demand for homeland security. Medical/pharmaceutical salaries
gained more than 5%, increasing to $68,900 over the past year,
as technology jobs expanded from the traditional IT sector and
shifted towards other industries.

Geographically, Dice found salaries recovering in areas outside
traditional tech locales, while salaries declined in traditional
tech areas such as Silicon Valley, New York and Boston. For the
first time, non-traditional tech locations, including Atlanta
and Denver, joined the top paying metro areas, with salaries
growing from $71,900 to $73,700 and $75,300 to $76,800,
respectively.

The youth-driven dot.com culture of the late 1990s has been
replaced by a new reality in the early 2000s, in which age and
experience are back in fashion. While salaries for over-40
workers have remained steady, those under 30 have seen their
salaries decline by 5%, to $53,400.

"With the sluggish economy, we are seeing new trends in the
technology labor market," said Scot Melland, president and CEO
of Dice Inc. "The demand for government and medical sector
positions is improving, and salaries in these industries are
growing. Experience is winning out over youth, with those over
40 seeing higher and more stable salaries compared to their
younger coworkers."

Additional significant findings include:

     * The gender gap continues to increase, particularly for
       some prominent job titles including: IT Manager and
       Project Manager, where the gender gap has jumped from 5%
       to 14% and 4% to 11%, respectively, and Web
       Developer/Programmer where the gap increased from 9% to
       13%. On average, women earned 14% less than their male
       counterparts (compared to 12% in 2001). The gender gap
       was the lowest in the Mountain region (5%) and highest in
       the Midwest (21%).

     * Consulting salaries remained high, but declined after
       skyrocketing in the late 1990s. However, even with a 7%
       decline, consultants still made an average of $94,800 in
       2002. Top paying skills for consultants were Sybase, AIX
       and SAP.

     * Titles with the highest salaries for the year remained
       consistent with last year. IT Management topped the
       scales at $102,900 with Project Management following at
       $89,100. The highest paying non-management positions were
       Systems Developer ($80,300) and Software Engineer
       ($80,200).

     * Industries topping the pay scale were the financial
       industry ($80,200), computer software ($73,700) and
       telecommunications ($73,000).

Users can log on to http://marketing.dice.com/rateresultsto  
search for specific salary information based on location, job
function, skills and education. Dice.com currently lists
approximately 24,000 permanent, contract and consulting jobs
nationwide for a wide variety of positions -- from programmers,
software engineers, system administrators and chief information
and technology officers to technology positions in the
aerospace, defense, biotechnology, pharmaceutical, healthcare
and general engineering fields.

Dice Inc. (OTCBB: DICEQ) -- http://about.dice.com-- is the  
leading provider of online recruiting services for technology
professionals. Dice Inc. provides services to hire, train and
retain technology professionals through its two operating
companies dice.com, the leading online technology-focused job
board as ranked by Media Metrix, and MeasureUp, a leading
provider of assessment and preparation products for technology
professional certifications.

Dice Inc. has been operating under the supervision of the United
States Bankruptcy Court for the Southern District of New York
pursuant to Chapter 11 bankruptcy proceedings since February 14,
2003 (Bankr. S.D.N.Y. Case No. 03-10877).  Dice Inc. has
proposed a plan of reorganization under which all of its
currently outstanding capital stock is to be cancelled and
substantially all of its new capital stock is to be issued to
the holders of its $69.4 million of 7% Convertible Subordinated
Notes due January 2005. Most of the Company's existing
stockholders are not expected to realize any significant
recovery on their investment.


DICE INC: Turns to Pacific Crest Securities for Financial Advice
----------------------------------------------------------------
Dice, Inc., asks for authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Pacific Crest
Securities Inc., as its Financial Advisor.

The Debtor tells the Court that Pacific Crest is uniquely
qualified to advise the Debtor in connection with maximizing the
Debtor's business enterprise value in this chapter 11 case, and
its professionals have extensive experience in matters involving
complex financial restructurings.  

Pacific Crest will be engaged to render:

  1. General Financial Advisory Services

     a. to the extent it deems necessary, appropriate and
        feasible, review and analyze the business, operations,
        properties, financial condition and prospects of the
        Debtor and its non-debtor subsidiaries;

     b. evaluate the Debtor's debt capacity in light of its
        projected cash flows;

     c. assist in the determination of an appropriate capital
        structure for the Debtor;

     d. determine a range of values for the Debtor on a going
        concern basis and on a liquidation basis;

     e. advise and attend meetings of the Debtor's Board of
        Directors and its committees;

     f. if applicable, participate in hearings before the
        Bankruptcy Court with respect to the matters upon which
        the Financial Advisor has provided advice, including, as
        relevant, coordinating with the Debtor's counsel with
        respect to testimony;

     g. if the Debtor determines to undertake a Restructuring,
        advise and assist the Debtor in structuring and
        effecting the financial aspects of such a transaction;

  2. Restructuring Services

     h. provide financial advice and assistance to the Debtor in
        developing and seeking approval of a Restructuring plan,
        which may or may not be, a plan under chapter 11 of the
        Bankruptcy Code;

     i. provide financial advice and assistance to the Debtor in
        structuring any new securities, other consideration or
        other inducements to be offered or issued under the
        Plan;

     j. assist the Debtor or participate in negotiations with
        entities or groups affected by the Plan; and

     k. assist the Debtor in preparing documentation within our
        area of expertise required in connection with the Plan.

The Debtor assures the Court that to the best of its knowledge,
Pacific Crest is a "disinterested person" and holds no adverse
interest on the estate.

The Debtor will pay Pacific Crest:

     a) $100,000 Monthly Financial Advisory Fees; and

     b) a $750,000 Restructuring Transaction Fee.

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


DIVINE INC: Wants More Time to File Schedules and Statements
------------------------------------------------------------
divine, inc., and its debtor-affiliates ask for an extension of
time from the U.S. Bankruptcy Court for the District of
Massachusetts, to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under Section
521(1) of the Bankruptcy Code.

The Debtors relate that they have over a thousand creditors and
parties-in-interest and operate their businesses from various
locations throughout the United States. Given the resultant size
and complexity of their business and the fact that certain
prepetition invoices have not yet been received or entered into
the Debtors' financial systems, the Debtors have not had the
opportunity to gather the necessary information to prepare and
file its Schedules and Statements.

The Debtors have, however, already commenced the extensive
process of gathering the necessary information to prepare the
Schedules and Statements from their various locations. Moreover,
the Debtors need to prepare 6 sets of Schedules. The Debtors
submit that they will be unable to comply with the 15-day
deadline.

At this time, the Debtors estimate that an extension of at least
45 additional days -- or until April 28, 2003 -- will be needed
to prepare and file the Schedules and Statements.

divine, inc., an affiliate of RoweCom Inc., is an extended
enterprise company, which serves to make the most of customer,
employee, partner, and market interactions, and through a
holistic blend of Technology, services, and hosting solutions,
assist its clients in extending their enterprise.  The Company
filed for chapter 11 protection on February 25, 2003 (Bankr.
Mass. Case No. 03-11472).  Richard E. Mikels, Esq., at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo represents the Debtors in
their restructuring efforts.  When the Debtors filed or
protection from their creditors, they listed $271,372,593 in
total assets and $191,957,065 in total debts.


DUN & BRADSTREET: Completes Acquisition of Hoover's for $119MM
--------------------------------------------------------------
D&B (NYSE: DNB), the leading provider of global business
information and technology solutions, has completed its
previously announced acquisition of Hoover's Inc., a provider of
industry and market intelligence on public and private
companies.

The transaction was valued at $7.00 per share in cash, for a
total of approximately $119 million, or approximately $81
million net of Hoover's cash. D&B funded the acquisition with
cash on hand.

"Hoover's is a good strategic fit for D&B for many reasons, as
we said when we announced this transaction in December," said
Allan Z. Loren, D&B chairman and chief executive officer. "Its
core subscription business has a track record of growth and the
potential for much more. In addition, Hoover's has a solid
presence in the sales & marketing area, a focus on small
business customers, and the majority of its revenues delivered
over the Web - all of which are consistent with key elements of
our Blueprint for Growth strategy."

"We are excited to be joining the D&B team and look forward to
working together to generate new growth and profit
opportunities," said Jeffrey R. Tarr, Hoover's President. Tarr
will continue to lead the Hoover's business, which will become
part of D&B's E-Business Solutions group.

D&B (NYSE: DNB) provides the information, tools and expertise to
help customers Decide with Confidence. D&B enables customers
quick access to objective, global information whenever and
wherever they need it. Customers use D&B Risk Management
Solutions to manage credit exposure, D&B Sales & Marketing
Solutions to find profitable customers and D&B Supply Management
Solutions to manage suppliers efficiently. D&B's E-Business
Solutions are also used to provide Web-based access to trusted
business information for current customers as well as new small
business and other non-traditional customers. Over 90 percent of
the Business Week Global 1000 rely on D&B as a trusted partner
to make confident business decisions. For more information,
please visit http://www.dnb.com

As previously reported, The Dun & Bradstreet Corporation's
September 30, 2002 balance sheet shows a working capital deficit
of about $145 million, and a total shareholders' equity deficit
of about $34 million.


ENCOMPASS SERVICES: Court Okays Bracewell & Patterson as Counsel
----------------------------------------------------------------
Before the Petition Date, Encompass Services Corporation and its
debtor-affiliates employed Bracewell & Patterson LLP to perform
extensive legal work for them in connection with a variety of
legal matters.  In light of the firm's familiarity with the
Debtors and their businesses, the Debtors sought and obtained
the Court's authority to employ Bracewell to handle special
corporate, litigation and employment matters during the pendency
of these Chapter 11 cases.

In particular, Bracewell will:

    (a) provide legal advice and counsel regarding general ERISA
        issues and employee benefit services in the ordinary
        course of business;

    (b) advise and counsel the Debtors regarding intellectual
        property issues in the ordinary course of business;

    (c) provide legal advice and counsel regarding labor and
        employment related issues and problems in the ordinary
        course of business;

    (d) provide legal services and advise the Debtors on general
        contract matters in the ordinary course of business;

    (e) represent the Debtors in general and specific litigation
        in the ordinary course of business including, but not
        limited to, the existing litigation matters Bracewell
        is handling;

    (f) provide legal services and advise the Debtors on
        corporate matters in the ordinary course of business;

    (g) advise and counsel the Debtors with respect to asset and
        business dispositions during these Chapter 11 cases
        including existing proposed sales presently before the
        Court; and

    (h) render other general corporate legal services in the
        ordinary course of the Debtors' business or relating to
        or arising out of these Chapter 11 cases, as may
        reasonably be required.

The Debtors will pay Bracewell for its services in accordance
with the firm's customary hourly rates.  The Debtors will also
reimburse the firm's actual and necessary expenses.  Bracewell's
rates are:

                Hourly Rates         Professional
                ------------         ------------
                $125 - 325           Associates
                 210 - 600           Partners
                  75 - 130           Paraprofessionals

Bracewell Partner William A. (Trey) Wood, III, Esq., assures the
Court that the firm's partners and associates do not have any
connection with, or any interest adverse to, the Debtors, their
creditors or any other party-in-interest, or their attorneys or
accountants in these Chapter 11 cases.  Bracewell is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code. (Encompass Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Earns Nod to Consent to Exit Agreement Consummation
---------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Enron Corp.
seeks the Court's authority to consent to the execution and
consummation of an exit agreement among Enron Palestine Inc.,
Enron Gaza International Ltd., Enron Gaza Power Private Limited
Company, -- the Non-Debtor Subsidiaries -- Palestine Electric
Company PLC and Morganti Development LLC.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Non-Debtor Subsidiaries, PEC, a
consortium of primary Palestinian company led by Consolidated
Contractors Company (Netherlands Antilles) N.V., and certain
other investors, own the Palestinian Electric Company Public
Shareholding Company Limited.  PEC Public is a company
incorporated under the laws as applicable in the Gaza Strip,
Palestinian Autonomous Territories. Through their investment in
PEC Public, the Non-Debtor Subsidiaries own a 33.5% interest in
Gaza Power Generation Private Limited Company, which in turn
owns a 140 MW CCGT combined cycle power plant in the Gaza Strip.

The Plant runs on distilled fuel oil and, with minor
modifications, can run on natural gas.  Currently, the Plant is
partially operational -- three of four gas turbines have been
started up and can produce power.  Two of the Operational
Turbines are delivering power to the Palestinian Energy
Authority while the other Operational Turbine was seriously
damaged during operations in September 2002.

Mr. Rosen informs Judge Gonzalez that the Non-Debtors
Subsidiaries originally estimated that the cost to complete the
Plant would be approximately $150,000,000.  However, at present,
they estimate that the actual cost to complete the Plant will be
$185,000,000.  The Plant has delivered 35,8000 MWh to the PEA
and since July 2002, GPGC has invoiced the PEA $1,900,000.  As
of late October 2002, the PEA had paid GPGC only $346,000.

Since September 1999, Alstom Power Sweden AB has been
constructing the Plant pursuant to a $100,500,000 Engineering,
Procurement and Construction Contract dated July 1, 1999 with
GPGC.  In conjunction with the EPC Contract, Enron Power Corp.,
a non-debtor subsidiary of Enron, has provided a $7,500,000
guarantee to Alston.

In addition, other non-debtor Enron subsidiaries are involved in
the Plant.  Enron Power Construction Company was providing
Owner's Engineer services to the Plant.  However, all of EPCC's
employees have been transferred to GPGC and the EPCC manager
heading the OE operation has left EPCC and joined Consolidated
Contractors International Company S.A.L. an affiliate of CCCNV.
Operations and maintenance services for the Project are provided
by Enron Gaza Operations Ltd.  Although EGOL still has 24 local
employees on site, GPGC has paid the EGOL Employees since
November 1, 2001 and the EGOL Employees are effectively directed
by, and report to, GPGC.

GPGC sells power to the PEA pursuant to a 20-year Power Purchase
Agreement.  Mr. Rosen explains that the PPA works like a tolling
agreement wherein PEA supplies gas oil, transported through
Israel and the Gaza Strip, to the Plant.  The PEA has the right
to extend the term of the PPA for two additional five-year
terms. The PPA also provides GPGC the exclusive right to produce
and sell power in Gaza for consumption in Gaza and the West
Bank. With the PEA's approval, GPGC may sell the Plant's
capacity and energy not requested by the PEA outside of
Palestine using the PEA's transmission system, which has yet to
be built.  Annual payments under the PPA to GPGC could amount to
$36,000,000.

According to Mr. Rosen, the PEA owns no generation assets and
has no credit rating.  Thus, the Palestinian National Authority
has entered into an agreement with GPGC, pursuant to which PNA
provides a guarantee of the PEA's obligations under the PPA and
also provides a tax holiday to GPGC and its shareholders.
However, the PNA does not have a credit rating and its ability
to discharge its obligations at the present time is in jeopardy,
especially that at the moment, public employees, including the
police, are not being paid.

Under the PPA, the PEA is required to provide a letter of credit
to GPGC for $20,000,000.  Mr. Rosen reports that the PEA has not
provided the Letter of Credit.  As a result, GPGC is entitled to
terminate the PPA.  A decision by GPGC to terminate the PEA
would require a majority vote of the shareholders of PEC Public
and these shareholders have verbally represented that they would
not vote to terminate the PPA.  GPGC has failed to provide a
letter of credit for $3,500,000 -- the Enron LC -- to PEA as a
construction security deposit.  In the event that the PEA would
require GPGC to post the Enron LC, the Non-Debtor Subsidiaries
would be responsible for $1,750,000 in cash or other collateral
for their obligation under the Enron LC.  If GPGC did not
provide the Enron LC, the PEA could terminate the PPA.

Although the Plant was due to reach commercial operation in
September 2001, since the beginning of the "Second Intifada" on
September 28, 2000, there have been extended periods of reduced
activity at the Plant site.  Based on this reduced activity,
Alston is claiming a force majeure event pursuant to the EPC
Contract.  At present, the Non-Debtor Subsidiaries estimate
that, if there are no further disruptions at the site,
commercial operations will begin in the third quarter of 2003.

In addition to the work stoppages, GPGC has experienced other
problems related to the Plant.  GPGC lost its Builders All Risk
coverage from April 15 2002 to July 25, 2002 for failure to
comply with the conditions imposed on the extension of the
policy by underwriters.  Due to the extended period of force
majeure and inactivity, the BAR Policy has had to be extended.  
The underwriters insisted that a site survey be done prior to
the start up and commissioning of the gas turbines.  The survey
has not been completed prior to start up and commissioning.  
Hence, the underwriters terminated GPGC's BAR and Delay in Start
UP policies.  The reinstatement of the BAR policy came after an
intensive 10-day intervention by certain of the Non-Debtor
affiliates.  The Non-Debtors did not become aware of the
termination until several weeks after the fact.  Since the Plant
has yet to comply with information requests from underwriters,
the Plant has yet to reinstate its DSU policy.

Mr. Rosen reports that the Non-Debtor Subsidiaries and their
affiliates have made several attempts to sell their interests in
the Plant.  They have approached BG Group plc, International
Power plc, CMS Energy Corporation, The AES Corporation and ENEL
S.p.A.  Each declined invitations to evaluate the Plant and
refused to engage in even the most basic due diligence exercise.
Contemporaneously therewith, Enron was approached by SC Limited
of Los Angeles, California.  However, SC Limited was unable to
demonstrate its ability to enter into a transaction or to
provide information about its company or its financial
creditworthiness.

Because of the high probability that the Plant will never return
their equity or generate any positive cash flow, the Non-Debtor
Subsidiaries determined that they should exit the Plant Project.
Accordingly, Enron has agreed to consent to the Non-Debtor
Subsidiaries' execution and consummation of the Exit Agreement.

Should Enron and the Non-Debtor Subsidiaries continue to seek a
purchase for the Non-Debtor Subsidiaries' interest in GPGC, Mr.
Rosen fears that the buyout process would likely take up to
several months to complete during which the Non-Debtor
Subsidiaries, and other non-debtor Enron subsidiaries, would
continue to be exposed to liabilities related to the Plant, GPGC
and PEC Public.  The most significant of these liabilities
arises out of the EPC Guarantee.

Based on this premise, the Non-Debtor Subsidiaries decided to
enter into an Exit Agreement with PEC and Morganti, a subsidiary
of CCC.  The salient terms of the Exit Agreement are:

A. The contractual liabilities of the non-debtor Enron
   contractors and guarantors -- EGOL, EPCC and EPC -- relating
   to the Plant will be fully released;

B. The contractual liabilities of the Non-Debtor Subsidiaries
   as shareholders relating to the Plant will be fully released;

C. The Non-Debtor Subsidiaries and their affiliates will be
   indemnified for third party contractual claims relating to
   the Plant up to $2,000,000 for 18 months;

D. The liability of the Non-Debtor Subsidiaries and their
   Affiliates for misrepresentation regarding ownership and
   encumbrance representations and warranties will expire three
   months after Completion;

E. The transferees' sole remedy for non-fraudulent
   misrepresentation will be rescission of the Exit Agreement
   within three months after Completion;

F. The Non-Debtor Subsidiaries will transfer the Shares in GPGC
   to Morganti and PEC, in consideration of the releases of the
   Non-Debtor Subsidiaries and their affiliates; and

G. The Non-Debtor Subsidiaries will release their counterparties
   from obligations under any agreements in respect of the
   Plant.

Mr. Rosen contends that pursuant to Sections 363(b) and (f) of
the Bankruptcy Code, the Transfer should be authorized because:

    (a) Enron has concluded that a divesture of the Shares is
        appropriate and consistent with its desire to return to
        core operations;

    (b) the Shares are not integral to or contemplated to be
        part of Enron's reorganization process;

    (c) the Exit Agreement is the result of arm's length, good
        faith negotiations and is well within Enron and the
        Non-Debtor Subsidiaries' sound business judgment;

    (d) the Exit Agreement is the highest and best offer that
        Enron and the Non-Debtor Subsidiaries have received for
        the Shares; and

    (e) it minimizes the Non-Debtor Subsidiaries' future
        economic risk in the Plant, through releases and
        indemnities, in exchange for the transfer of the Shares
        to PEC and Morganti.

Enron is not aware of any liens encumbering the Shares.  Thus,
Enron asks the Court to authorize the transfer of the Shares
free and clear of any and all liens, claims and encumbrances.

                           *     *     *

Accordingly, Judge Gonzalez authorizes Enron to consent to its
Non-Debtor Subsidiaries' entry into the Exit Financing. (Enron
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EOTT ENERGY: Emerges from Chapter 11 Proceeding Effective Mar. 1
----------------------------------------------------------------
EOTT Energy Partners, L.P., (OTC Pink Sheets: EOTPQ) emerged
from Chapter 11 Bankruptcy effective March 1, 2003, in
accordance with the order approving its amended Plan of
Reorganization entered in the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi on February 18,
2003. Under the terms of the Plan, EOTT Energy emerges from
bankruptcy as a new entity, EOTT Energy LLC, which will be the
owner of the limited partnerships through which EOTT Energy's
business is conducted.

EOTT Energy's Plan of Reorganization provides for a significant
reduction in debt, restructuring of finances and a complete
separation from Enron Corp. The reduction in long-term debt and
other liabilities was achieved through a restructuring of the
senior notes and elimination of certain payables to Enron Corp.
The senior noteholders also receive equity in the new entity in
exchange for debt. Credit facilities and term debt previously
available during the bankruptcy, in the amount of $575 million,
have been renewed. The credit facilities provide up to $325
million for letters of credit and up to $250 million of loans.
These facilities have a renewal term of 18 months (a portion
consisting of inventory and receivables financing in the amount
of $175 million is renewed for 6 months with an option by EOTT
Energy to extend for 12 additional months).

EOTT Energy President Dana R. Gibbs said, "Our quick and
successful emergence from bankruptcy allows us to resume our
focus on growing our business with a stronger financial
position. We are confident that EOTT Energy has implemented a
solid framework for competing in the future and building its
customer base. We express our sincere appreciation to all who
have stood with us and assisted us in achieving this significant
accomplishment."

The Plan, as previously announced, includes the cancellation of
EOTT's previously publicly traded units and the issuance of new
equity units in EOTT Energy LLC on a 50-to-1 old for new equity
unit ratio. The holders of previously publicly traded units will
receive 3% of the newly issued units and warrants to purchase an
additional 7% of the company's new equity units at $12.50 per
unit. EOTT Energy expects that the new LLC units will trade over
the counter and be listed in the Pink Sheets.

EOTT Energy filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on October 8, 2002 in the United States
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division and the court entered the order approving the
company's amended Plan of Reorganization on February 18, 2003,
less than five months from the petition date.

For current information on the plan of reorganization, please
see updates at http://www.eott.com

EOTT Energy LLC is a major independent marketer and transporter
of crude oil in North America. EOTT also processes, stores, and
transports MTBE, natural gas and other natural gas liquids
products. EOTT Energy transports most of the lease crude oil it
purchases via pipeline that includes 8,000 miles of intrastate
and interstate pipeline and gathering systems and a fleet of
more than 230 owned or leased trucks. The partnership's common
units were traded under the ticker symbol "EOTPQ.PK" until
February 28, 2003.


FAO INC: Court to Consider Chapter 11 Plan on April 4, 2003
-----------------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), a leader in children's specialty
retailing, announced that the Bankruptcy Court overseeing its
Chapter 11 proceedings approved the Company's Disclosure
Statement on February 28, 2003. The approval by the United
States Bankruptcy Court for the District of Delaware allows the
Company to begin the process of soliciting votes on the Plan and
ultimately seek an Order confirming the Plan.

"We are extremely pleased by the Court's approval of our
Disclosure Statement which is a key step toward the Company's
successful emergence from Chapter 11," stated Jerry R. Welch,
FAO's Chief Executive Officer.

The Court set a confirmation hearing date of April 4, 2003 at
which time it will consider final approval of FAO's Plan of
Reorganization. The deadline to vote with respect to, or object
to, the Plan of Reorganization is March 31, 2003.

The Disclosure Statement should be reviewed with respect to the
specific items of the proposed distributions to be made to
creditors and current stockholders as well as other information
relevant to the Plan of Reorganization.

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

FAO, Inc., assumed its current form in January 2002. The Right
Start brand originated in 1985 through the creation of the Right
Start Catalog. In September 2001, the Company purchased assets
of Zany Brainy, Inc., which began business in 1991. In January
2002 the Company purchased the FAO Schwarz brand, which
originated 141 years ago in 1862.

For additional information on FAO, Inc., or its family of
brands, visit http://www.irconnect.com/faoo/


GENTEK INC: Noma Company Brings-In Deloitte Canada as Auditor
-------------------------------------------------------------
Stephen Gallant, Noma Company's authorized representative, tells
the Court that Deloitte & Touche LLP--USA has used the services
of certain of its affiliated foreign firms to provide
professional services to Gentek Inc., and its debtor-affiliates.  
Among its affiliates, Deloitte & Touche LLP-Canada provides
auditing services to Noma.

Mr. Gallant relates that Noma has selected Deloitte Canada
because of its extensive experience with and knowledge of Noma's
business and finances necessary to provide auditing services in
a most efficient and timely manner.  Deloitte Canada may also be
needed to provide accounting tax-related and bankruptcy
reorganization services.

While Noma believes that Deloitte Canada's services are covered
under the original engagement with Deloitte USA, out of an
abundance of caution, Noma seeks the Court's authority to employ
Deloitte Canada.

Noma proposes to compensate Deloitte Canada for its services in
accordance with the firm's regular hourly Canadian dollar rates.
Noma will also reimburse Deloitte Canada for any reasonable
expenses.  Deloitte Canada's hourly rates are:

              Staff Classification        Hourly Rate
              --------------------       -------------
              Partner/Director           CND500 - 700
              Senior Manager & Manager      300 - 575
              Senior Staff                  200 - 420

After searching Deloitte Canada's client database for potential
conflicts, Robert J. Bougie, a Partner at Deloitte Canada,
discloses that:

  (a) Deloitte Canada provides services in matters unrelated to
      these cases to certain of the Debtors' largest unsecured
      creditors, secured lenders, investment bankers, and
      landlords.  Deloitte Canada will not serve the
      entities in these cases;

  (b) other Deloitte Canada partners may have personal partner
      capital loans with the Bank of Nova Scotia.  The Bank of
      Nova Scotia is a party-in-interest in these cases; and

  (c) in the ordinary course of its business, Deloitte Canada
      has business relationships in unrelated matters with the
      other "Big Four" professional services firms, including
      Ernst & Young LLP, which assists the Debtors' legal
      counsel; PricewaterhouseCoopers LLP, which assists the
      bank group's legal counsel; and KPMG Inc., which assists a
      secured creditor in these cases.

Nevertheless, Mr. Bougie assures the Court that Deloitte Canada
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code. (GenTek Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEO SPECIALTY: Liquidity Concerns Spur Junk & Low-B Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on GEO Specialty Chemicals
Inc., to 'B' from 'B+' and its subordinated debt rating to 'CCC+
from 'B-', citing the specialty chemicals company's continued
profitability weakness that has elevated near-term liquidity
concerns.

At the same time, Standard & Poor's said that it has placed all
of its ratings on GEO on CreditWatch with negative implications.
The Cleveland, Ohio-based company had $216 million of debt
outstanding as of September 30, 2002.

"The downgrade and CreditWatch placement reflect continued
profitability weakness in the company's main businesses,
especially gallium, resulting in further deterioration to the
financial profile and tightening liquidity," said Standard &
Poor's credit analyst Franco DiMartino. Current profitability
levels suggest that GEO Specialty may soon breach the financial
covenants in its bank credit facility. The CreditWatch
placement highlights the risk of a another downgrade if GEO
Specialty is unable to obtain a waiver or an amendment that
would preserve access to the facility in the absence of
improvement to operating profits. Access to the credit facility
is a key rating consideration in light of the company's low cash
balance, persistent operating challenges, and considerable debt
service requirements.

The company's lower earnings stem primarily from substantially
reduced volumes and profitability in the gallium market, which
has not recovered since its falloff in early 2001, as well as a
weak domestic economy, which has negatively pressured results
for GEO's other business units. End markets for gallium
products, primarily telecommunications and electronics, are not
expected to rebound in the near-term, thus maintaining downward
pressure on the firms operating profits. In addition, liquidity
has deteriorated markedly as a result of lower operating cash
flows and the reduction of the revolving credit facility to $20
million from $40 million as a result of an amendment to the bank
credit agreement in May 2002. As part of the amendment, the
leverage ratio covenant was suspended until 2004, and more
lenient covenants were negotiated for senior leverage and
interest coverage. However, the significant upswing in
profitability and cash flows needed to maintain compliance with
the amended covenants, which tighten considerably this year, is
not expected to materialize in the near-term.

GEO, with sales of about $200 million, manufactures and markets
a diverse line of specialty chemicals to a variety of
industries, including coatings, electronics, water treatment,
construction, oil and gas production, industrial rubber, and
wire and cable. The company focuses on chemical products that
generally represent technically important, yet low-cost,
materials for end products or services.


GLOBAL CROSSING: Gary Winnick Discloses 8.88% Equity Stake
----------------------------------------------------------
In a regulatory filing dated February 14, 2003, Gary Winnick
discloses to the Securities and Exchange Commission that he
beneficially owns 79,745,659 shares of Common Stock composed of:

  -- 63,408,375 shares of Common Stock held by GKW Unified
     Holdings LLC and 2,515,788 shares of Common Stock issuable
     after exercise of warrants held by GKW; and

  -- 5,521,492 shares of Common Stock held by Pacific Capital
     Group Inc. and 6,050,004 shares of Common Stock issuable
     after exercise of warrants held by PCG; and

  -- 2,250,000 shares of Common Stock issuable after the
     exercise of options held by Gary Winnick that have vested
     as of December 31, 2002.

Gary Winnick owns 100% of the issued and outstanding voting
stock of PCG and is Chairman and Chief Executive Officer.  On
the other hand, GKW was formed for the benefit of Gary Winnick
and members of his family.  Gary Winnick is the trustee of a
trust that is a member-manager of GKW.

The 79,745,659 shares of Common Stock -- including all warrants
and options that had vested at December 31, 2002 -- beneficially
owned by Gary Winnick represent 8.88% of the outstanding shares
of the Common Stock.  The 11,571,496 shares of Common Stock --
including all warrants that had vested at December 31, 2002 --
beneficially owned by PCG represent 1.29% of the outstanding
shares of the Common Stock.  The 65,924,163 shares of Common
Stock -- including all warrants that had vested at December 31,
2002 -- beneficially owned by GKW represent 7.41% of the
outstanding shares of the Common Stock.

Percentage ownership of the Common Stock is based on 909,583,998
shares of Common Stock -- excluding treasury shares --
outstanding as of October 31, 2002, disclosed by the Company in
its Form 8-K filed with the Securities and Exchange Commission
on January 10, 2003. (Global Crossing Bankruptcy News, Issue No.
35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HIGH SPEED ACCESS: Intends to Make Initial Cash Distribution
------------------------------------------------------------
High Speed Access Corp., (OTC Bulletin Board: HSAC) intends to
make an initial cash distribution of $1.40 per share to its
stockholders in late May 2003. This revised distribution
schedule relates to the following litigation developments in
connection with HSA's dissolution as previously disclosed in
HSA's most recent proxy, 10-Q and other public filings on record
with the Securities and Exchange Commission.

     -- On January 27, 2003, a settlement of the Delaware Class
Action lawsuits was executed, and the Delaware Chancery Court
has set a hearing for April 16, 2003 to consider any objections
to, and whether it should approve, the settlement. In the event
the court approves the settlement and no other objections,
motions or appeals are filed, the court's approval will be
deemed final on May 16, 2003. As previously disclosed, HSA will
not make any cash distributions until the Delaware Class Action
lawsuits are finally settled.

     -- On February 28, 2003, Charter notified HSA of its
assertion of a potential claim for indemnity in respect of
Charter being named as a "successor in interest" to HSA in the
IPO Litigation, and deferred release of half of the $2 million
indemnity holdback. HSA collected $1,000,000 of its indemnity
holdback plus $45,938 in interest from Charter, and will seek
the release the $1,000,000 balance plus accrued interest if and
at such time as Charter is dismissed as a defendant in the IPO
Litigation or the IPO Litigation is otherwise settled, less
Charter's actual defense costs to the extent they exceed
$250,000.

The amount of this intended initial distribution is based upon
the current estimates of management and may be higher or lower,
and the date of the intended initial distribution may be
delayed, due to various risks and uncertainties, including but
not limited to:

     -- the amount of the $1 million balance of the Charter
indemnity holdback that HSA ultimately collects and its ability
to dispose of or settle any other claims Charter may assert in
connection with the sale of substantially all of HSA's assets to
Charter;

     -- the amount of the general contingency reserve, which may
change from time to time, that HSA determines is appropriate to
assure the settlement of its liabilities during the dissolution
process, and the amount of such reserve actually used to pay
liabilities;

     -- the amount of time and money required to assess and
resolve outstanding and potential litigation against HSA,
including a dismissal of Charter from the IPO Litigation;

     -- the amount, if any, HSA receives upon liquidation of its
remaining tangible assets net of any claims or liabilities;

     -- the total amount of HSA's liquidation transaction and
administration costs; and

     -- any claims or potential claims that may arise before HSA
is finally liquidated and dissolved or that management believes
are likely to arise within 10 years of HSA's dissolution.

HSA will announce the record date for the determination of
stockholders entitled to the initial May 2003 liquidating
distribution at a later date.


HOLLYWOOD CASINO: Completes Asset Sale to Penn National Gaming
--------------------------------------------------------------
Penn National Gaming, Inc., (NASDAQ:PENN) has completed the
acquisition of Hollywood Casino Corporation (HWD: AMEX).

As previously announced, Hollywood Casino stockholders are
receiving $12.75 per share in cash for each share of common
stock. Additionally, Hollywood Casino Corporation has called for
redemption all of its outstanding long-term debt obligations
comprised of $310 million of 11-1/4% Senior Secured Notes and
$50 million of floating rate Senior Secured Notes, at 107% and
101%, respectively. The acquisition is expected to be accretive
to Penn National's operating results.

Hollywood Casino and its subsidiaries own and operate Hollywood-
themed casino entertainment facilities in Aurora, Illinois,
Tunica, Mississippi, and Shreveport, Louisiana. With the
completion of the transaction, Penn National now owns six
dockside gaming facilities, a pari-mutuel horse racing facility
with slots, a land-based casino, two pari-mutuel horse racing
operations and eleven off-track wagering sites and the Company
holds a Canadian casino management contract. Reflecting its
broadened asset base, Penn National now owns or operates gaming
or pari-mutuel properties in eight jurisdictions in North
America. On a combined basis, Penn National Gaming and Hollywood
Casino Corporation generated 2002 revenues in excess of $1
billion.

Commenting on the closing of the acquisition, Peter M. Carlino,
Chief Executive Officer of Penn National, said, "This
transaction brings the established, highly maintained Hollywood
Casino properties and a significant growth and expansion
opportunity to Penn National. We are delighted that on behalf of
our shareholders we have completed another excellent financial
and strategic acquisition that builds the critical mass of our
gaming operations and further diversifies our geographic reach
and sources of cash flow while broadening our gaming management
resources. Hollywood Casino also brings to Penn National a solid
brand with widespread recognition that we can apply, as
appropriate, to other Penn National assets to drive marketing
programs and efficiencies.

"As reflected in our recently announced fourth quarter and 2002
earnings, Penn National continues to demonstrate its ability to
integrate acquired properties and deliver improved financial
results in the form of growing property EBITDA and in some cases
increased local market share. We accomplish this through a
combination of prudent facility upgrades, focused marketing
initiatives, and strong local management.

"Penn National is very well positioned to continue generating
strong earnings growth over the next several years based on the
integration of the Hollywood assets, our strong and growing
regional presence and focus on slot revenues, and the potential
for slots at our Pennsylvania racetracks. We look forward to
presenting our 2003 first quarter and full year financial growth
targets when we initiate our guidance later this month."

Penn National Gaming President and Chief Operating Officer,
Kevin DeSanctis, added, "We're excited about this transaction
for several reasons. First, with no regional overlap, the
Hollywood Casinos complement our existing property portfolio
and, with the addition of over 4,000 slot machines, extend our
position as a regional, slots driven gaming company. Second, the
transaction will be additive to our financial operating results.
Finally, we look forward to welcoming the Hollywood Casino
operating management and employees to Penn National. As a large,
diversified gaming company, we believe we can offer employees a
great deal of opportunity for growth and professional
advancement."

Lehman Brothers Inc., acted as financial advisor to Penn
National Gaming and Goldman, Sachs & Co., served as financial
advisor to Hollywood Casino Corporation in the transaction.

              Hollywood Casino(R) Properties

     --  Hollywood Casino - Aurora, recognized as one of the
premier gaming and entertainment properties in the Chicago
marketplace. The 117,000 square foot dockside casino and
entertainment facility is located in Aurora, Illinois,
approximately 35 miles west of downtown Chicago. The property
includes a recently opened dockside casino that replaced its two
original, four level riverboat casinos. The dockside casino has
53,000 square feet of gaming space on a single level featuring
1,105 slot machines and 36 table games. The property also
features the Hollywood Epic Buffet(R), offering presentation
style cooking, the Fairbanks(R) gourmet steakhouse and a high-
end player's lounge.  

     --  Hollywood Casino - Tunica, a casino, hotel and
entertainment complex located in Tunica County, Mississippi,
approximately 30 miles south of Memphis, Tennessee. The Tunica
Casino was designed to replicate a motion picture sound stage
and features a 54,000 square-foot, single-level casino with
approximately 1,600 slot machines and 40 table games. The casino
includes the Adventure Slots(R) themed gaming area featuring
multimedia displays of memorabilia from famous adventure motion
pictures and over 200 slot machines. The Tunica Casino's 505-
room hotel is currently undergoing an $8 million renovation
expected to be completed in mid-2003.  

     --  Hollywood Casino - Shreveport, a 229,000 square foot
entertainment facility located in Shreveport, Louisiana,
approximately 180 miles east of Dallas, Texas. The property is
Shreveport's first true destination resort and is also the
market's first highly themed facility, utilizing an art-deco
Hollywood theme throughout the property. The Shreveport resort
features the largest dockside casino in the Shreveport market, a
403-room, all-suite hotel, an elegant land-based pavilion that
includes a sixty-foot high atrium and extensive restaurant and
entertainment amenities. The property's dockside casino contains
approximately 59,000 square feet of space with approximately
1,422 slot machines and approximately 66 table games. Located in
the pavilion are the property's acclaimed Hollywood Epic Buffet,
Hollywood Diner and Fairbanks gourmet steakhouse restaurants and
its state-of-the-art spa and fitness center.  

Penn National Gaming owns and operates: three Hollywood Casino
properties located in Aurora, Illinois, Tunica, Mississippi and
Shreveport, Louisiana; Charles Town Races & Slots in Charles
Town, West Virginia; two Mississippi casinos, the Casino Magic
hotel, casino, golf resort and marina in Bay St. Louis and the
Boomtown Biloxi casino in Biloxi; the Casino Rouge, a riverboat
gaming facility in Baton Rouge, Louisiana and the Bullwhackers
casino properties in Black Hawk, Colorado. Penn National also
owns two racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in
West Virginia; a 50% interest in the Pennwood Racing Inc. joint
venture which owns and operates Freehold Raceway in New Jersey;
and operates Casino Rama, a gaming facility located
approximately 90 miles north of Toronto, Canada, pursuant to a
management contract.
    
As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's lowered its corporate credit and senior
secured debt ratings for Shreveport, Louisiana-based Hollywood
Casino Shreveport to 'CCC+' from 'B-'.

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

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

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


HOLLYWOOD CASINO: Fails to Win Shreveport Debtholders' Consents
---------------------------------------------------------------
Penn National Gaming, Inc., (NASDAQ:PENN) announced that the
holders of record as of February 21, 2003 of the 13% Senior
Secured Notes due 2006 and the 13% First Mortgage Notes due 2006
issued by Hollywood Casino Shreveport and Shreveport Capital
Corporation failed to provide the required majority to consent
to proposed waivers requested by one of its wholly owned
subsidiaries with respect to the notes.

As previously announced, the principal purpose of the proposed
waivers was to eliminate the risk of a default under the
indentures governing the notes that could occur as a result of
the recently completed merger of the Company with and into
Hollywood Casino Corporation. While the notes are non-recourse
to Hollywood Casino Corporation, a default would occur in the
event that the issuers of the notes or any other person fails to
make or consummate an offer to purchase the notes at 101% of the
principal amount thereof following the merger as required under
the indentures and the notes due to the change of control
resulting from the merger. Penn National Gaming previously
announced it does not intend to provide, nor to permit any of
its subsidiaries to provide, financing or credit support to
Hollywood Casino Shreveport and Shreveport Capital Corporation
to fund a change of control offer to repurchase the notes.

In addition, Hollywood Casino Shreveport and Shreveport Capital
Corporation have recently reported that they have limited
liquidity. In the Independent Auditors' Report, included with
the recently filed Hollywood Casino Shreveport and Shreveport
Capital Corporation Annual Report on Form 10-K for fiscal year
2002, their independent auditors have expressed substantial
doubt about their ability to continue as a going concern.

In connection with the acquisition, Penn National Gaming expects
to reduce the carrying value of the Shreveport asset based on
its estimate of fair market value at the time of the merger.
Among the factors that will be considered in this analysis will
be the property's performance, single property asset sale
multiples on property cash flow, anticipated future cash flows,
overall conditions in the Shreveport market and independent
appraisal.

Penn National Gaming owns and operates: three Hollywood Casino
properties located in Aurora, Illinois, Tunica, Mississippi and
Shreveport, Louisiana; Charles Town Races & Slots in Charles
Town, West Virginia; two Mississippi casinos, the Casino Magic
hotel, casino, golf resort and marina in Bay St. Louis and the
Boomtown Biloxi casino in Biloxi; the Casino Rouge, a riverboat
gaming facility in Baton Rouge, Louisiana and the Bullwhackers
casino properties in Black Hawk, Colorado. Penn National also
owns two racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in
West Virginia; a 50% interest in the Pennwood Racing Inc. joint
venture which owns and operates Freehold Raceway in New Jersey;
and operates Casino Rama, a gaming facility located
approximately 90 miles north of Toronto, Canada, pursuant to a
management contract.


INCO LTD: S&P Rates US$250 Mill. Subordinated Debentures at BB+
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
integrated nickel producer Inco Ltd.'s US$250 million senior
convertible debentures due 2023, and its 'BB+' rating to Inco's
US$250 million subordinated convertible debentures. Net proceeds
from the debentures are expected to enable Inco to redeem all,
or a portion of, each of the its US$472 million series E
preferred shares, and its US$173 million 5.75% convertible
debentures due in 2004.

At the same time, ratings outstanding on the Toronto, Ontario-
based company, including the 'BBB-' long-term corporate credit
rating, were affirmed. The outlook is stable.

"The ratings on Inco reflect the company's position as a leading
nickel producer with a strong financial profile stemming from
its large, low-cost mines and its moderately leveraged capital
structure," said Standard & Poor's credit analyst Chris
Timbrell.

Inco is the world's second-largest, and one of the lowest-cost,
integrated nickel producers, producing more than 20% of the
world nickel supply in 2002 at a cash production cost of US$1.45
per pound after byproduct credits. Inco's operations include
mines and refineries in Canada, Europe, and Asia, and large
development projects in Voisey's Bay, Nfld., and Goro, New
Caledonia.

In 2002, after reaching agreements with aboriginal groups and
the Province of Newfoundland and Labrador for the development of
the Voisey's Bay nickel deposit, Inco wrote down the carrying
value of its investment in Voisey's Bay by US$1.55 billion,
primarily reflecting the reduced size of the project from
original estimates.

Inco also announced recently that it intends to delay
development on its Goro Nickel Project in New Caledonia while it
undertakes a comprehensive review of the project. Inco's review
was prompted by an assessment from engineering firms that
capital costs for the project could rise as high as US$2.1
billion, representing an increase of 45% from the original
estimate of US$1.45 billion. While the potential for a
significant increase in capital costs raises concerns about the
ultimate profitability of the Goro project, the delay is not
expected to have a significant impact on Inco's financial or
business profiles in the medium term. The development of the
Goro and Voisey's Bay deposits is expected to increase the
company's annual nickel production by almost 40%.


KEMPER INSURANCE: AM Best Cuts Financial Strength Ratings to B
--------------------------------------------------------------
A.M. Best Co., has lowered the financial strength rating to B
(Fair) from B+ (Very Good) of the participants in the Kemper
Insurance Companies (Long Grove, IL) inter-company pool, 10
reinsured affiliates and one domestic affiliate.

The rating remains under review with negative implications.
Additionally, A.M. Best has lowered the debt rating of the
surplus notes to "ccc+" from "bb-" issued by Lumbermens Mutual
Casualty Company, the lead member of the inter-company pool and
group.

Separately, the financial strength rating of B+ (Very Good) of
Eagle Insurance Group, including Eagle Pacific Insurance Company
(Washington) and its affiliate, Pacific Eagle Insurance Company
(California), remains under review with developing implications.
This follows the termination of the 80% quota share reinsurance
arrangement with Lumbermens Mutual Casualty Company effective
January 1, 2003, and its pending successful and timely
conclusion of capital enhancing efforts and reinstatement of the
inter-company reinsurance pooling arrangement between Eagle
Pacific and Pacific Eagle.

The lowering of the Kemper rating is a result of its weakened
capitalization, the ongoing operating uncertainties and
execution risk associated with management's announced
restructuring initiatives, including the sale of the renewal
rights to various lines of business, including its financial
lines, bundled and unbundled large risk national accounts,
alternative risk programs, environmental and excess casualty and
surety business. The rating also reflects the weakened liquidity
and cash flow following the sale of many books of business.

The rating will remain under review with negative implications
pending the analysis of year-end 2002 financials.


KEY3MEDIA: Signs-Up Ernst & Young as Independent Accountants
------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates asks for
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Ernst & Young LLP as their Independent Auditors
and Tax Consultants, nunc pro tunc to February 6, 2003.

The Debtors submit that an independent auditor and tax
accountant is required to assist them in operating and
reorganizing their businesses.  Accordingly, the Debtors retain
Ernst & Young to provide audit services including:

     a) Working with appropriate personnel or agents of the
        Debtors in developing an understanding of the business
        objectives related to the Debtors' recent chapter 11
        filing including understanding reorganization or
        restructuring alternatives the Debtors are evaluating
        with its existing creditors, that may result in a change
        in the equity, capitalization or ownership of the shares
        of the Debtors or their assets;

     b) Assisting and advising the Debtors in their bankruptcy
        restructuring objectives and post-bankruptcy operations
        by determining the most optimal tax manner to achieve
        these objectives, including, as needed, research and
        analysis of Internal Revenue Code sections, treasury
        regulations, case law and other relevant tax authority
        which could be applied to business valuation and
        restructuring models;

     c) Tax consulting regarding availability, limitations,
        preservation and maximization of tax attributes, such as
        net operating losses and alternative minimum tax
        credits, minimization of tax costs in connection with
        stock or asset sales, if any, assistance with tax issues
        arising in the ordinary course of business while in
        bankruptcy, such as ongoing assistance with a federal
        IRS examination and related issues raised by the IRS
        agent and the mitigation of officer liability issues,
        and, as needed, research, discussions and analysis of
        federal and state income and franchise tax issues
        arising during the bankruptcy period;

     d) Assistance with settling tax claims against the Debtors
        and obtaining refunds of reduced claims previously paid
        by the Debtors for various taxes, including, but not
        limited to, federal and state income, franchise,
        payroll, sales and use, property, excise and business
        license;

     e) Assistance in assessing the validity of tax claims,
        including working with bankruptcy counsel to reclassify
        tax claims as non-priority;

     f) Analysis of legal and other professional fees incurred
        during the bankruptcy period for purposes of determining
        future deductibility of such costs;

     g) Documentation, as appropriate or necessary, of tax
        analysis, opinions, recommendations, conclusions and
        correspondence for any proposed restructuring
        alternative, bankruptcy tax issue or other tax matter
        described above;

     h) Provide international tax consulting regarding US impact
        of foreign operations and such other international tax
        consulting that may arise due to changes in such
        operations;

     i) Assisting the Debtors with annual income tax filings for
        federal and state purposes;

     j) Auditing and reporting on the consolidated financial
        statements of the Debtors for the year ended December
        31, 2002;

     k) Reviewing unaudited financial statements and other
        financial information necessary for filings with the
        Securities and Exchange Commission;

     l) Providing such other accounting services as requested
        by the Debtors.

The Debtors agree to pay Ernst & Young for services at the
Firm's current hourly rates:

     Tax Advisory
     ------------
     Partners and Principals      $580-$860 per hour
     Senior Managers              $560-$580 per hour
     Managers                     $450-$470 per hour
     Seniors                      $300-$400 per hour
     Staff                        $230-$360 per hour
     Client-Serving               $120-$180 per hour
      Associate

     Tax Compliance
     --------------
     Partners and Principals      $416-$540 per hour
     Senior Managers              $304-$386 per hour
     Managers                     $189-$340 per hour
     Seniors                      $154-$209 per hour
     Staff                        $122-$155 per hour
     Paraprofessional             $110-$112 per hour
     
     Audit Services and Accounting Assistance
     ----------------------------------------
     Partners and Principals      $500-$880 per hour
     Senior Managers              $410-$520 per hour
     Managers                     $295-$450 per hour
     Seniors                      $210-$300 per hour
     Staff                        $145-$235 per hour

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

Key3Media Group Inc.'s 11.25% bonds due 2011 (KME11USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for  
real-time bond pricing.


KINETIC CONCEPTS: Charles N. Martin Steps Down from Board
---------------------------------------------------------
Charles N. Martin resigned as a member of Kinetic Concepts'
Board of Directors effective February 24, 2003.  Mr. Martin,
Chief Executive Officer of Vanguard Health Systems, had been a
member of the Company's Board of Directors since 1998 and served
on the Compensation Committee.  Mr. Martin resigned due to
demands on his time arising from his other personal interests
and investments.  Kinetic Concepts has indicated that Mr. Martin
did not have a disagreement with the Company on any matter
related to the Company's operations, policies or practices.

As reported in Troubled Company Reporter's January 6, 2003
edition, Standard & Poor's Ratings Services removed its
corporate credit and senior secured ratings of hospital supplier
Kinetic Concepts Inc. from CreditWatch where they were placed on
October 1, 2002. At the same time Standard & Poor's raised the
ratings to 'B+' from 'B' and raised its subordinated debt rating
for KCI to 'B-' from 'CCC+'. The outlook is stable.

The action followed the announcement that KCI had reached a
settlement of its antitrust lawsuit against Hillenbrand
Industries Inc. and its Hillenbrand's Hill-Rom Co. Inc. unit.
The suit was then dismissed in federal court in San Antonio,
Texas. Under terms of the settlement, Hillenbrand paid KCI $175
million initially, to be followed by an additional payment of
$75 million in a year. The settlement promises to improve KCI's
liquidity and address near-term debt maturities.

KCI is a leading manufacturer of specialty hospital surfaces and
noninvasive medical devices, many of which are proprietary. The
company's business is bolstered by established relationships
with several group-purchasing organizations and by the growth of
VAC, a device used to improve the healing of chronic wounds.


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

Thus, at the Debtors' behest, Judge Susan Sonderby further
extends their Exclusive Plan Proposal Period for 122 more days,
through and including June 30, 2003, and their Exclusive
Solicitation Period for another 129 days, through and including
August 29, 2003. (Kmart Bankruptcy News, Issue No. 49;
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.


LA QUINTA: Board Declares Dividend on 9% Preferred Shares
---------------------------------------------------------
La Quinta Properties, Inc.'s Board of Directors declared a
dividend of $0.5625 per depositary share on its 9% Series A
Cumulative Redeemable Preferred Stock for the period from
January 1, 2003 to March 31, 2003. Shareholders of record on
March 14, 2003 will be paid the dividend of $0.5625 per
depositary share of Preferred Stock on March 31, 2003.

Dividends on the Series A Preferred Stock are cumulative from
the date of original issuance and are payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year (or, if not a business date, on the next succeeding
business day) at the rate of 9% of the liquidation preference
per annum (equivalent to an annual rate of $2.25 per depositary
share).

Dallas-based La Quinta Corporation (NYSE: LQI), a leading
limited service lodging company, owns, operates or franchises
over 350 La Quinta Inns and La Quinta Inn & Suites in 33 states.
Today's news release, as well as other information about La
Quinta, is available on the Internet at http://www.LQ.com

                         *    *    *

As reported in Troubled Company Reporter's Sept. 9, 2002
edition, Standard & Poor's revised its outlook on La Quinta
Corp., to stable from negative. The action followed the lodging
company's improved credit measures resulting from its successful
asset-sale program and use of proceeds towards debt reduction.
At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and other ratings on the Dallas, Texas, company.

Debt outstanding totaled $812 million at June 30, 2002, down
from $1 billion at the end of 2001. As of June, the company had
reduced the size of its health-care assets to $51 million (net
of impairments) and had used all proceeds to reduce debt.


LAKE TROP: UST Wants to Convert Case To Chapter 7 Liquidation
-------------------------------------------------------------
The United States Trustee moves the U.S. Bankruptcy Court for
the District of Nevada to convert Lake Trop, LLC's chapter 11
case to a chapter 7 Liquidation proceeding under the Bankruptcy
Code or, alternatively, dismiss the Debtor's case.

The UST points out that this proceeding is a single asset real
estate case consisting of a group of buildings containing
approximately 144 apartments.  During the course of this
bankruptcy proceeding, the principal secured creditor with an
interest in the Real Estate filed a motion to lift the automatic
stay.  The automatic stay has been lifted with respect to the
real estate.  With the stay modified, debtor has lost the
ability to effectively operate and it is expected that the
collateral will be turned over to the secured creditors shortly.  
Thus, there is nothing left to reorganize or operate. As a
result, this case should be dismissed or converted.

Consequently, the Debtor has no reasonable likelihood of
rehabilitation and can not effectuate a plan.  The UST reports
that the Debtor will owe at least $250 for UST fees.

Lake Trop, LLC filed for chapter 11 protection on September 11,
2002 (Bankr. Nev. Case No. 02-20394).  Shawn Christopher, Esq.,
at Rosenfeld & Money LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $14,748,983 in total assets and
$8,688,742 in total debts.


LEATHERLAND CORP: Looks to Helston Capital for Financial Advice
---------------------------------------------------------------
Leatherland Corp., d/b/a Leather Limited, wants to employ
Helston Capital Group, specifically, Mr. Ralph Griffith as the
Debtor's strategic and financial advisor.

Helston Capital will assist the Debtor develop and implement an
action plan to arrange debt financing, assist with the financing
of the company, assist with compliance with financial reporting
requirements of secured lenders, the Court and the Office of the
United States Trustee, and provide debt consulting services in
order to obtain new debt facilities to support the company's
asset and business growth.

The Debtor has selected Helston Capital because of its
experience and knowledge in providing general business counsel
and debt consulting. The Debtor believes that Helston Capital
has the appropriate skills needed to provide the necessary
strategic and financial planning services required by the Debtor
and that Helston Capital is well qualified to assist the Debtor
in this case.

The Debtor and Helston Capital have agreed that Helston will
charge hourly rates ranging from $90 to $110 for professional
services rendered.  Mr. Griffith's hourly rate will be $110.

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: Court Extends Plan Filing Exclusivity Until June 30
-------------------------------------------------------------
Judge Bodoh signed an order granting The LTV Corporation's
motion for an extension of time to propose and file a chapter 11
plan of reorganization or liquidations.  The exclusive filing
period for all LTV Corporation Debtors other than LTV Steel is
extended through and including June 30, 2003.  The exclusive
solicitation period for all Debtors other than LTV Steel is
extended through and including August 29, 2003.  The Debtors'
right to seek additional extensions is preserved, as is any
party's right to object. (LTV Bankruptcy News, Issue No. 45;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MOBILE COMPUTING: Dec. 31 Net Capital Deficit Widens to C$7.7MM
---------------------------------------------------------------
Mobile Computing Corporation (TSX:MBL), a leading supplier of
information solutions for mobile workers, reported its financial
results for the fourth quarter and year ended December 31, 2002.
(All amounts are expressed in Canadian dollars unless specified
otherwise).

                       Financial Results

For the fourth quarter ended December 31, 2002 revenues were
$3,292,000 compared to $2,834,000 for the fourth quarter of
2001, a 16% year over year improvement. Gross margins for the
fourth quarter of 2002 were $1,340,000 (41% of revenues)
compared to $856,000 (30% of revenues) in the fourth quarter of
2001. Operating expenses in the fourth quarter of 2002 were
$1,520,000 compared to $2,511,000 for the same period of 2001, a
decrease of $991,000. The reduction in operating costs was, for
the most part, due to the restructuring of operations in the
second quarter of 2002. The Company reported an EBITDA (earnings
before interest, taxes, depreciation and amortization) loss for
the fourth quarter of $180,000 compared to an EBITDA loss of
$1,655,000 in the same period in 2001. The loss for the fourth
quarter of 2002 was $778,000, a significant improvement over the
loss of $2,461,000 in the fourth quarter of 2001.

For the second half of 2002 the Company had a small EBITDA loss
of $28,000 compared to the EBITDA loss of $2,406,000 in the
second half of 2001. "We made significant changes to the
organization in the second quarter this year to get our costs
into line with our revenues and to increase our focus on
profitable operations," stated Vic Foster, President and CEO of
the Company. "Our margins are up from 34% in the second half of
2001 to 39% in the same period in 2002 and our operating costs
have been significantly reduced. We have achieved a strong
improvement in the profitability of our business in the second
half of 2002," Mr. Foster continued.

For the year ended December 31, 2002, revenues were $12,785,000
compared to $17,364,000 for 2001, a decline of 26%. Gross
margins for 2002 were $4,635,000 (36% of revenue) compared to
$5,524,000 (32% of revenue) for 2001. Excluding reorganization
costs and foreign exchange, operating costs for the 2002 fiscal
year were $7,489,000 compared to $10,330,000 for the same period
in 2001. The loss for the 2002 year was $7,491,000, or $0.17 per
share, compared to $7,251,000, or $0.16 per share, in 2001.

Consolidated financial statements of the Company for the year
ended December 31, 2002 are attached.

                    Review of Operations

The fourth quarter of 2002 was an active one as we made progress
on a number of fronts. Key sales during the quarter included:

     - The roll out of approximately half of the Ultramar
       contract announced in September 2002 with the balance
       scheduled for 2003

     - A sale of our new fleet refueling product to Jacobus Inc,
       an existing customer

     - The revitalization of our waste industry activities with
       sales to Waste Industries

     - The progress from a pilot of Perfect Delivery to a
       rollout at the Miami Herald

     - The progress from a pilot of Route Max to a rollout at
       Philadelphia Newspapers, Inc.

     - The signing an m-LINX pilot in the fourth quarter, which
       will commence in the first quarter of 2003

During the fourth quarter of 2002, we completed our development
work on our fleet refueling product and a GPS tracking solution
for the fuel industry. We also signed a contract for the initial
sale of the GPS product for delivery in the first quarter of
2003.

In early February we announced an agreement with Glentel Inc.,
for that company to offer the m-LINX product as an Application
Service Provider. We expect that this agreement will meet a
growing need for wireless enterprise solutions for small and
medium sized businesses.

We are also pleased to welcome aboard three new directors in the
first quarter - Howard Gwin, Peter Cooper and Jim Mingle. This
group of directors brings a wealth of experience in fostering
the growth of successful organizations and we look forward to
their contribution to the Company's success.

During the fourth quarter of 2002, VenGrowth II Investment Fund
Inc. acquired $9.5 million aggregate principal amount of 10%
convertible debentures of the Company from Telesystem Ltd. and
Ontario Municipal Employees Retirement Board. As a result of
these transactions, VenGrowth holds all of the Company's
outstanding indebtedness of $10 million (which is represented by
the 10% convertible debentures). These debentures mature as to
$5 million aggregate principal amount on each of August 30, 2003
and November 30, 2003. The Company's ability to repay or
refinance this debt remains an area of concern and priority for
the Company. The Company is actively pursuing refinancing
solutions. A more detailed discussion of this matter is set out
below.

"I am pleased with the progress that we have made so far in what
has been a challenging year for technology companies," commented
Vic Foster. "The market continues be a difficult one with an
uncertain economy, cautious buyers, and extended pilots for new
technology. However, we are beginning to see renewed interest in
our solutions and products and we believe that we are well
positioned for any recovery in the marketplace."

            Going Concern and Basis of Presentation

The consolidated financial statements of the Company for the
three and twelve months ended December 31, 2002 have been
prepared on a going concern basis, which assumes the realization
of assets and liquidation of liabilities in the normal course of
business. The Company has sustained substantial losses in recent
years and its ability to continue as a going concern is
dependent on the Company's ability to generate future profitable
operations and/or obtain additional financing. The Company has
funded operations primarily through public and private offerings
of common shares and the issue of convertible debentures and
warrants. The attached financial statements do not reflect
adjustments that would be necessary if the "going concern"
assumption were not appropriate for these financial statements.
In that case, adjustments would be necessary to the carrying
value of assets and liabilities, the reported revenues and
expenses, and balance sheet classification used. A discussion of
the Company's liquidity and capital resources is set out below.

               Liquidity and Capital Resources

During the fourth quarter ended December 31, 2002, the Company
generated $131,000 in cash from operations and used $3,000,000
in cash for repayment of outstanding debentures at maturity. For
the year ended December 31, 2002, the Company used $4,037,000 in
operations and used $3,000,000 in cash for repayment of
outstanding debentures at maturity.

At December 31, 2002, the Company had cash and cash equivalents
on hand totaling $1,838,000 and a net working capital deficiency
of $8,527,000, which includes amounts payable on the outstanding
convertible debentures of the Company in the amount of
approximately $11,008,000, including interest thereon
($5,633,000 due on August 9, 2003 and $5,375,000 due on
November 30, 2003) in the absence of conversion to common shares
of the Company. At the same date, the Company's balance sheet
shows a total shareholders' equity deficit of about $7.7
million.

The Company believes that its current cash, cash equivalents and
cash flow from operations will be sufficient to meet its other
liquidity needs through to August 9, 2003, when the 10%
convertible debentures in aggregate principal amount of $5
million plus accrued and unpaid interest thereon become due and
payable.

The Company believes that the amount of the Company's
outstanding indebtedness and its capital structure limits its
ability to borrow additional funds. The Company is in current
discussions with the holder of its outstanding debentures and
with other parties concerning the refinancing of the debentures.
However, there can be no assurance that the debentures will be
either refinanced or that the debentures and interest thereon
will be converted to common shares. In the event that the
debentures are not converted or refinanced or the Company is not
able to raise additional funds on acceptable terms, or at all,
the Company believes that it will not be able to generate
sufficient cash flow from operations to repay the Company's
outstanding debentures when due. Failure to repay any of the
Company's outstanding convertible debentures when due would
result in an event of default under the terms of all of the
Company's outstanding debentures, which, if not cured or waived,
would have a material adverse effect on the Company's business,
financial condition, liquidity and results from operations.

Mobile Computing Corporation -- http://www.mobilecom.com-- is a  
supplier of wireless information solutions for mobile workers.
These systems enable companies to communicate with, monitor and
manage the activities of their vehicles and field personnel. MCC
solutions enable improved management of the movement and
delivery of goods and services, improving productivity and
profitability. MCC specializes in delivering fully integrated
solutions that link mobile workers with corporate information
systems utilizing wireless data communications services. Mobile
Computing Corporation trades on the Toronto Stock Exchange under
the symbol "MBL" and has approximately 45 million shares
outstanding.


MSU DEVICES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MSU Devices, Inc.
        800 East Campbell Road, Suite 199
        Richardson, Texas 75081
        aka MSU Corporation

Bankruptcy Case No.: 03-32040

Type of Business: Designer and marketer of internet access
                  devices and a provider of software
engineering services.

Chapter 11 Petition Date: February 27, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Hance, Scarborough, Wright Ginsberg &
                   Brusilow, LLP
                  1401 Elm Street,
                  Suite 4750
                  Dallas, TX 75270
                  Tel: 214-651-6517

Total Assets: $118,077

Total Debts: $4,199,221

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Farraday                    CVA Trade Debt            $373,246
Mr. Lewis Huang
7F-3 9 Prosperity Road
Science Based Industrial
Park
Hsin-Chi
Taiwan
Tel: 886-3578-7888

Torys                       Trade Debt                $310,523
Geoffrey Gilbert
237 Park Avenue
New York, NY 10017-3142
Tel: 212-880-6027

Phillips Electronics         CVA Trade Debt           $200,109
Singapore Pte. Ltd.

Eurodis Bytech               CVA Trade Debt            $82,276  

Bisquare                     Trade Debt                $73,337

Brobeck, Phleger & Harrison  Trade Debt                $68,347

Richards Butler              Trade Debt                $64,203

Federal Express              Trade Debt                $59,533

Intelligent Sys. Design      Trade Debt                $55,346            

Deloitte & Touche LLP        CVA Trade Debt            $38,808

Azia Core Ltd.               CVA Trade Debt            $22,284

Connexant Systems            CVA Trade Debt            $21,347

Haynes & Boone               Trade Debt                $14,848

Wedlake Bell Solicitor       Trade Debt                $13,900

Michael & Partners           Trade Debt                $12,631

BT Business Account          CVA Trade Debt            $12,256

Robert Kent                  CVA Trade Debt              $9,539

Mark Laister                 CVA Trade Debt              $9,539

Christian Pennycate          CVA Trade Debt              $9,062


NACIO SYSTEMS: Emerges from Reorganization Proceedings
------------------------------------------------------
eSynch Corp. (OTC BB: ESYN), which had acquired 91% of the
voting rights to NACIO Systems in July, 2002, announced that its
Reorganization Plan submitted on behalf of NACIO has become
Effective, confirming that the Plan becomes a Final Order. With
this stage completed, NACIO will become a wholly owned
subsidiary of eSynch upon the issuance of the eSynch equity
required by the Plan.

NACIO Systems, through its state of the art NetSource
Center(TM), provides "managed IT services" -- network-based
computing and communication services on an "outsourced" basis to
business customers who rely on the Internet for daily operation.
These businesses seek to reduce or avoid the complexity, costs
and risks of IT infrastructure requirements while they benefit
from the expertise and latest technologies from NACIO along with
the ability to focus their time and resources on their core
competencies.

"The completion of this stage in the acquisition of NACIO
provides us with an outstanding opportunity to create great
value for our customers and for NACIO shareholders, soon to be
eSynch Shareholders, as we continue to move beyond the
bankruptcy stage and further into the application of our
Business Plan," said David Lyons, president of NACIO and eSynch.
"Although the assets to be acquired through the share exchange
include technology, hardware, software and customers, the most
valuable asset acquired is NACIO's organization and its
operating business, currently running at an annual rate of over
$3,000,000," Mr. Lyons continued.

eSynch -- http://www.esynch.com-- founded in 1994, is a  
development company that designs and distributes solutions for
the delivery of digital content. Nacio Systems, Inc. --
http://www.nacio.com-- is one of the early leaders in the  
managed hosting and managed services market, providing full-
service, high performance, commercial-grade Internet
connectivity and wide area networks solutions for businesses
that rely on the Internet for daily operations. This includes
managed server hosting, collocation, and a full range of managed
services.


NAT'L CENTURY: Court OKs Williams & Prochaska as Special Counsel
----------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates obtained the Court's authority to employ Williams &
Prochaska, PC, as special litigation counsel in these Chapter 11
cases, pursuant to Section 327(e) of the Bankruptcy Code and
Rule 2014 of the Federal Rules of the Bankruptcy Procedure, nunc
pro tunc to October 8, 2002.

W&P will render litigation services in certain pending matters
in the State of Tennessee and other additional matters that may
arise in the State of Tennessee during the course of these
Chapter 11 cases.

As compensation for the services, W&P will:

  -- charge for its legal services on an hourly basis in
     accordance with its ordinary and customary hourly rates in
     effect on the date services are rendered;

  -- seek reimbursement of actual and necessary out-of-pocket
     expenses.

Currently, W&P's hourly rates of its professionals are:

   Professional                   Position      Rate
   ------------                   --------      ----
   Connie M. Bembrey              paralegal      $95
   Michael Bursi                  attorney       235
   Victoria Ferraro               attorney       150
   Allison C. Hill                paralegal       95
   Tiffany Israel                 paralegal       70
   Anna K. Maggard                paralegal       95
   Shelly Miles                   paralegal       55
   Joseph R. Prochaska            attorney       235
   Harris P. Quinn                attorney       250
   Jacqualine Recht               attorney       150
   Margaret Samples               paralegal       95
   Diane C. Spears                attorney       185
   Randall J. Spivey              attorney       150
   Sabin T. Thompson              attorney       250
   Vicki Thompson                 paralegal       95
   Ernest B. Williams, IV         attorney       250
(National Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETDRIVEN SOLUTIONS: Dec. 31 Balance Sheet Upside-Down by C$1MM
---------------------------------------------------------------
NetDriven Solutions Inc., (TSX:NDS) announced its interim
financial results for the three-month period ending December 31,
2002. This first quarter of its fiscal 2003 year represents the
first months of implementing a new strategy of providing
management of information technology infrastructure to the small
and medium enterprise market, as well as management of the
content that resides on that infrastructure. (All amounts are
expressed in Canadian dollars unless specified otherwise).

Revenues generated by the Company in the first quarter increased
approximately $769,000 or 360% compared to the same period in
fiscal 2002. This was due to the consolidation of revenues
acquired in the Partners Computer Systems transaction in late
fiscal 2002. Despite a significant downturn in PC spending in
Canada during the fall months, NDS generated a gross margin of
22% on equipment and service revenue, which was above industry
averages and represented an ongoing increase in margin
contribution from the Totaluptime portion of the business mix.
Results for the second quarter are anticipated to be more in
line with Company expectations for annual revenue run rates.

Total Expenses for the first three months ending December 31,
2002 decreased approximately $234,000 or 28%, compared to the
previous period. This decrease was primarily due to the
discontinuation of the expenses associated with the Calgary-
based seismic data business which was closed in the last quarter
of fiscal 2002. Selling and marketing expenses include costs
associated with the direct sales and sales management team.
Operations expenses include costs associated with the technical
customer service team and its tools. Product development
expenses include costs associated with the ongoing development
and support of the KSuite knowledge protection and sharing
software solution. General and administrative expenses represent
all costs not directly related to operations and include finance
and accounting, executive compensation and costs associated with
maintaining a publicly traded listing.

NDS's Loss From Operations significantly improved as management
has reduced it by approximately 50% from the previous year. The
Company's cash on hand as at December 31, 2002 was slightly
negative, requiring the use of a short-term banking facility.
This situation was the result of lower-than- expected, first-
quarter revenues. Accounts Receivables, however, increased by
$450,000, and represent a source of cash in the short-term with
an average 35 days outstanding. Accounts payable and accrued
liabilities included $653,000 related to accounts receivable, a
$563,000 accrued liability for shares held in escrow from the
Partners Computer Systems acquisition, and $1,698,000 of account
payable, primarily from discontinued operations, that the
company is working with creditors to retire or reduce.

During the first quarter of fiscal 2003, NDS issued 1,250,000
shares to a director of the Company upon conversion of a
$187,500 promissory note.

Also during the first quarter, Mr. Bruce MacInnis joined the NDS
Board of Directors. Mr. MacInnis is Chief Financial Officer and
Corporate Secretary of Bioscrypt Inc., a publicly listed
technology company. From 1996 to 2000, Mr. MacInnis held the
positions of CFO and Corporate Secretary of Certicom Corp., a
publicly listed IT security company.

                         Business Strategy

It is NetDriven's mission to be the leading North American
supplier of outsourced IT managed services to the small to
medium enterprise market by providing best of breed solutions
and support selected from our in-house technologies or strategic
partners and suppliers. NDS has successfully evolved its
strategic and tactical operations towards its mission by
providing a subscription-based approach to the total management
of IT infrastructures (referred to as Totaluptime) and the
intellectual property or content that resides on that
infrastructure. NDS delivers a much-needed solution for the SME
market and has generated improved Company performance. NDS plans
to grow revenues, cash flow and earnings through both internal
growth and the acquisition of small and medium Value Added
Resellers. Costs will be controlled through the deployment of a
scalable infrastructure management solution internally, and
through the outsourcing of the relatively low skill level
elements of Totaluptime to third party providers.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $3 million, and a total
shareholders' equity deficit of close to $1 million.


NTELOS INC: Commences Chapter 11 Reorganization in E.D. Virginia
----------------------------------------------------------------
NTELOS (Nasdaq: NTLO) has taken another step toward a
comprehensive financial restructuring plan that would
significantly reduce the company's debt. To complete development
and implementation of such a restructuring plan, NTELOS and
certain of its subsidiaries filed voluntarily petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the Eastern District of Virginia.
The company has made arrangements for debtor-in-possession
financing during the restructuring process.

The company also said it is in active discussions with its bank
group and bondholders owning a substantial majority of its
outstanding senior notes with respect to its bank financing upon
emergence from bankruptcy and the terms of a new investment by
these bondholders in the company upon emergence. The company
also is holding discussions with its bank group and other
debtholders toward development of a definitive plan of
reorganization.

NTELOS emphasized that the Chapter 11 filing will not affect the
company's operations, which remain strong and ongoing. The
company plans to conduct business as usual throughout the
Chapter 11 process. The company will continue to focus on
providing all of its customers with the highest quality service,
and employees will continue to be paid in the usual manner, with
health and other benefits expected to continue unchanged.

In addition to regular cash flows from operations, the company's
ability to meet ongoing obligations during the Chapter 11
process has been enhanced through a commitment for $35 million
in debtor-in-possession (DIP) financing from Wachovia Bank. Upon
court approval, which is expected shortly, up to $10 million of
these funds will be available immediately, to meet ongoing
obligations in connection with regular business operations,
including prompt payment to vendors for goods and services
provided on or after today's filing. The full $35 million DIP
commitment is subject to final court approval, certain state
regulatory approvals and the banks' receiving satisfactory
assurances regarding the bondholders' proposed new investment in
the company upon emergence from bankruptcy.

NTELOS is in active discussions with its bank group to continue
providing access to the $261 million credit facility and to
reduce its revolver commitment from $100 million to $36 million,
both at current rates and existing maturities, upon emergence
from bankruptcy. Based on these discussions, the company is
optimistic that it will obtain approval of these terms, subject
to, among other things, final documentation, the company's
senior noteholders investing $75 million in the company upon
emergence from bankruptcy and the bank group's reasonable
satisfaction with the final terms of the plan of reorganization.

The company also is engaged in active discussions with the
company's senior noteholders about purchasing an aggregate of
$75 million of new 9.0% senior convertible notes, subject to,
among other things, agreement on final documentation with the
bank group, as described above, and senior noteholders'
reasonable satisfaction with the final terms of the plan of
reorganization. The proceeds from this new investment would be
used to repay the debtor-in-possession financing and to pay down
the revolver, with the remaining funds to provide capital to
support the company's ongoing operations.

While the company cannot speculate as to what the final terms of
a plan of reorganization might be, the company currently expects
that such a plan would result in a substantial reduction in the
company's indebtedness, with conversion of outstanding notes
into all or substantially all of the reorganized NTELOS' equity,
with little or no recovery to current equity holders.

James Quarforth, Chief Executive Officer of NTELOS, said, "The
Chapter 11 process remains the best means by which to effect a
meaningful restructuring of our debt, allowing us to continue
operating our business as usual while working toward completion
of our proposed financial restructuring plan. We are proud of
our tremendously talented and dedicated employees, who remain
totally focused on serving customers. NTELOS has an outstanding
franchise, built on over a hundred years of service excellence,
and solid operations."

"We believe we have made significant progress thus far in
negotiations with our bank group and senior noteholders. We are
continuing our discussions with these and other creditors with
the objective of being able expeditiously to reach an agreement
on the financing arrangements described above and the final
terms of the restructuring plan."

NTELOS has filed a number of first-day motions with the
Bankruptcy Court, including, among others, requests to pay
employee wages and benefits; honor pre-petition customer
obligations, including warranty and service agreements; and
obtain interim financing authority and maintain cash management
programs. The company expects these motions to be addressed
shortly by the Court.

The Company anticipates announcing fourth quarter 2002 and year-
end 2002 financial results and 2003 guidance during the week of
March 24, 2003 in the usual press release format.

For more information regarding the company's recent results of
operations and liquidity and capital resources, please refer to
the company's Form 10-Q for the quarter ended September 30, 2002
and the company's Current Reports on Form 8-K dated February 19,
2003 and November 29, 2002, on file with the SEC.

NTELOS Inc., (Nasdaq: NTLO) is an integrated communications
provider with headquarters in Waynesboro, Virginia. NTELOS
provides products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance
telephone services. Detailed information about NTELOS is
available online at http://www.ntelos.com


NTELOS INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: NTELOS Inc.
             401 Spring Lane
             Suite 300
             Waynesboro, VA 22980
        fka CFW Communications Company

Bankruptcy Case No.: 03-32094

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Richmond 20 MHz, LLC                       03-32093
      NTELOS Wireless, Inc.                      03-32095
NTELOS of Maryland Inc.      03-32096
      NTELOS of Kentucky Inc.                    03-32097
      NTELOS PCS North Inc.                      03-32098
      NTELOS Cable of Virginia Inc.              03-32099
      NTELOS Communications Services Inc.        03-32100
      NTELOS NetAccess Inc.                      03-32101
      NTELOS Telephone Inc.                      03-32102
      NTELOS Network Inc.                        03-32103
      NTELOS Licenses Inc.                       03-32104
      NTELOS Cable Inc.                          03-32105
      R&B Communications Inc.                    03-32106
      NTELOS Cornerstone Inc.                    03-32107
      NTELOS PCS Inc.                            03-32108
      Virginia RSA 6 Cellular Ltd. Partnership   03-32109
      NA Communications, Inc.                    03-32111
      Roanoke and Botetourt Telephone Company    03-32112
      R & B Network, Inc.                        03-32114
      Botetourt Leasing, Inc.                    03-32115
      R&B Cable, Inc.                            03-32119
      The Beeper Company                         03-32121
      Virginia PCS Alliance, L.C.                03-32123
      West Virginia PCS Alliance, L.C.           03-32127
      Virginia Telecommunications Partnership    03-32131

Type of Business: NTELOS Inc. is a regional integrated
                  communications provider offering a broad
                  range of wireless and wireline products and
                  services.

Chapter 11 Petition Date: March 4, 2003

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtors' Counsel: Linda Lemmon Najjoum, Esq.
                  Hunton & Williams
                  1751 Pinnacle Dr. #1700
                  McLean, VA 22102
                  Tel: 703-714-7442
                  Fax : (703)714-7410

Total Assets: $800,252,000

Total Debts: $784,976,000

Debtor's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Morgan Stanley Bond Desk    Bondholder             $97,000,000  
1585 Broadway
New York, NY 10036
(212) 761-1558
(212) 761-0203 fax
Michael Petrick

Welsh, Carson, Anderson &   Bondholder             $95,000,000
Stowe
320 Park Ave., Suite 2500
New York, NY 10022
(212) 893-9500
(212) 893-9575 fax
Anthony de Nicola

Capital Research & Mgt.     Bondholder             $85,700,000
630 5th Ave., 36th Floor
New York, NY 10111
(212) 641-1748
(212) 641-1788
David Daigle

Satellite Asset Management  Bondholder             $30,000,000
623 Fifth Avenue, 20th Floor
New York, NY 10022
(212) 588-7400
(212) 209-2010 fax
Matt Heckler

Merrill Lynch Asset         Bondholder             $18,000,000
Management c/o
Bank of New York
101 Barclay St.,
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

Oppenheimer (CIBC Corporate  Bondholder             $15,000,000
Funds) c/o
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

New York Life Trust Co.      Revised Retirement     $11,000,000
846 University Avenue       Plan
Norwood, MA 02062-2641
(781) 440-2000
(781) 440-2350 fax
Andrew Parsons

AIM Management Co. c/o       Bondholder              $8,575,000
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

Invesco High Yield Fund      Bondholder              $8,000,000
4350 South Monaco St.
Denver, CO 80237
(720) 624-0603
(720) 624-2440 fax
Robert Hickey, VP

Motorola, Inc.               Access Utility          $5,089,575   
1701 Golf Road,
8th Floor
Rolling Meadows, IL 60008
(847) 435-3740
(847) 435-6169 fax
Mark Dabe

Distressed Debt Corporate    Bondholder              $4,000,000
Center, BBT Fund c/o
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

Pacific Mutual Life Ins.     Bondholder              $4,000,000
700 Newport Center Drive
Newport Beach, CA 92660-6397
(949) 219-3448
(949) 219-3199 fax
Lori Johnstone, Assistant VP

AAM High Yield c/o           Bondholder              $3,000,000
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

FC CBO Ltd. c/o              Bondholder              $3,000,000
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

Cell Star Ltd.               Trade Vendor            $2,617,262
71870 Crown Drive Suite 1510
Farmers Branch, TX 75234
(800) 530-4664
(800) 799-6555 fax
Jim Harman

Verizon                      Interconnections        $1,902,236
600 Hidden Ridge, HQE03B75   Negotiations Acess
Irving, TX 75038            Utility
(972) 718-1300
(972) 718-1279 fax
Renee Ragsdale

Sprint Communications        Trade Vendor            $1,512,000
6200 Sprint Parkway
Overland Park, KS 66251
(913) 794-1440
(913) 794-1436 fax
J. Richard Devlin, EVP

Lucent Technologies, Inc.    Trade Vendor            $1,489,684
67 Whippany Road
Whippany, NJ 07981
(973) 386-8307
(973) 386-4464 fax
Jerry Davis

Crown Castle Int'l Corp.     Tower Leases            $1,064,913
2000 Corporate Drive
Cannonsburg, PA 15317
(724) 416-2310
(724) 416-2319 fax
Dave Tanczos, Area President,
Great Lakes

Wholesale Realtors Supply    Bondholder              $1,000,000
c/o Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

Anthem BC & BS               Trade Vendor              $866,243   
2220 Edward Holland Drive
Richmond, VA 23230
(804) 354-7150
(804) 354-7647 fax
Sherri Powell

CiberNet Corporation         Access Utility    $656,791
1250 Connecticut Avenue NW,
Suite 80
Washington, D.C. 20036
(202) 736-3668
(202) 496-0664 fax
Anna Young, Manager-
Financial Settlement

NECA Services Inc.           Access Utility            $650,815
80 S. Jefferson Rd.
Whippany, NJ 07981
(973)-884-8000
(973) 884-8262 fax
Kevin Pollison

Jefferies & Co. c/o          Bondholder                $480,000
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration

AT&T                         Access Utility         $404,086
1 AT&T Way
Bedminster, NJ 07921
(908) 234-5681
(908) 908-8154 fax
James Cicconi, General Counsel
& EVP

Enterprise                  Operations          $370,966
11832 Rock Landing Drive
Newport News, VA 23606
(757) 873-4993
(757) 873-6730 fax
General Sales Manager

Global Crossing Bandwidth    Access Utility    $294,824
Inc.
20 Oak Hollow Suite 300
Southfield, MI 48034
(585) 987-9048
(585) 325-2163 fax
John Norton, Account Manager

Infonxx                      Trade Vendor    $260,012
3864 Courtney Street, Suite 411
Bethlehem, PA 18016
(610) 997-1000
(610) 997-1050 fax
Scott De Nardo,
VP of Law

Glenayre Electronics Inc.    Trade Vendor              $255,533
P.O. Box 3726
One Glenayre Way
Quincy, IL 62301
(217) 223-3211
(217) 223-3284 fax
Glynn Gossett

Charles Ryan & Associates    Advertising               $250,000
300 Summers Street, Suite 100
Charleston, WV 25301
(304) 556-9101
(304) 342-1941 fax
Charles Ryan, President

SunAmerica c/o               Bondholder                $250,000
Bank of New York
101 Barclay St.
Floor 21-W
New York, NY 10286
(212) 815-4770
(212) 815-5915 fax
Attn: Corporate Trust
Trustee Administration


NUEVO ENERGY: Closes Brea Olinda Field Asset Sale to BlackSand
--------------------------------------------------------------
Nuevo Energy Company (NYSE: NEV) announced the sale of the
mineral rights of the Brea Olinda Field to BlackSand Partners,
L.P. for $59 million effective January 1, 2003. Nuevo had a 100%
working interest and was operator of the Brea Olinda Field
located in Orange County, California. Average production from
the Field was 2,269 barrels of oil equivalent per day in 2002,
4% of Nuevo's total production. With the sale of this property
Nuevo no longer has any oil and gas properties in the LA Basin.

A portion of the cash proceeds from this sale will be used to
eliminate bank debt which had a balance outstanding of $28.7
million on December 31, 2002. After the repayment of bank debt,
Nuevo will have cash on hand and a debt to capital ratio (based
upon bank covenants) of 56% compared to 62% at year-end 2001.

"One of our top priorities this year is to monetize non-core
assets and we are off to a good start having completed this
sale," stated Jim Payne, Chairman, President and Chief Executive
Officer. "As we execute additional asset sales in 2003 we will
further reduce net debt and/or prudently use cash proceeds to
acquire higher margin oil and gas assets."

The 810-acre Brea Olinda Field encompasses Tonner Hills, a 200-
acre proposed residential real estate project which Nuevo
continues to own. As part of the sale of the oil and gas
properties, Nuevo signed an accommodation agreement in which
Nuevo agreed to perform the oil field accommodation necessary to
render Tonner Hills suitable for a residential housing
development. Nuevo does not anticipate performing any
accommodation until Tonner Hills is developed by a future real
estate purchaser. The Company expects a real estate purchaser to
absorb the costs associated with the oil field accommodation.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international properties are located offshore the Republic of
Congo in West Africa and onshore the Republic of Tunisia in
North Africa. To learn more about Nuevo, please refer to the
Company's internet site at http://www.nuevoenergy.com  

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.

Houston, Texas-based Nuevo Energy has about $454 million of debt
outstanding.

"The ratings downgrade reflects the company's continuing
inability to meaningfully delever during an extended period of
unusually high oil and gas prices," said Standard & Poor's
credit analyst Brian Janiak. "The ratings action also reflects
the vulnerability of the company's challenging asset base and
highly leveraged balance sheet to downward movements in oil
prices," Janiak added.


ON SEMICONDUCTOR: Tinkers with Senior Bank Facilities
-----------------------------------------------------
ON Semiconductor Corp., (Nasdaq: ONNN) has amended its senior
bank facilities in conjunction with the sale of $200 million
aggregate principal amount of the company's 12 percent senior
secured notes due 2010. In combination, these transactions are
expected to significantly increase the company's operating
flexibility through the elimination of certain financial
maintenance covenants and the reduction of debt maturities
through 2006.

Specifically, the bank amendment:

     --  Eliminates minimum interest expense coverage ratio and
         maximum leverage ratio requirements through the final
         maturity of the senior bank facilities in 2007;  

     --  Provides for a minimum EBITDA maintenance requirement
         of $140 million for any four consecutive fiscal
         quarters;  

     --  Amends the limitation on capital expenditures to
         provide for:  

     --  a maximum capital expenditure requirement for each
         fiscal year beginning in 2004 of $100 million, plus  

     --  50 percent of the amount, if any, by which EBITDA in
         the prior fiscal year exceeds $200 million, plus  

     --  the unused amount of permitted capital expenditures in
         the prior year.  

"Although ON Semiconductor has been in full compliance with the
previous financial covenants, we believe the notes offering and
bank amendment presented an opportunity to significantly improve
the company's capital structure," said Keith Jackson, ON
Semiconductor president and CEO. "These two transactions
eliminate certain restrictive financial maintenance covenants
for the duration of the senior bank facilities, and reduce
required debt principal payments through 2006 by approximately
$180 million. As a result of the senior secured notes issuance
and the notes issuance that occurred in May 2002, as previously
announced, outstanding amounts have been reduced under the
company's senior credit facilities by approximately $460
million.

"These actions provide significant additional flexibility to
better enable us to execute our business strategy, increase
market share, expand margins, return to profitability, and
position ourselves for further recovery in the economy and the
semiconductor industry."

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated
electronic products, appliances and automobiles. For more
information visit ON Semiconductor's Web site at
http://www.onsemi.com

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to the
planned sale by ON Semiconductor Corp., (B/Negative/--) of
$200 million of Rule 144a senior secured notes due 2010.
Proceeds of the note issue will be used to prepay bank debt.
Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal
for the rating level," said Standard & Poor's credit analyst
Bruce Hyman. "If debt-protection measures do not continue to
improve in coming quarters, the ratings could be lowered."


ON SEMICONDUCTOR: Completes Senior Secured Debt Offering
--------------------------------------------------------
ON Semiconductor Corp., (NASDAQ: ONNN) and its primary domestic
operating subsidiary, Semiconductor Components Industries, LLC,
co-issued $200 million aggregate principal amount of senior
secured notes pursuant to a Rule 144A/Regulation S offering.

The senior secured notes were priced at 95.467 percent of the
principal amount, with a coupon of 12 percent. The notes will
mature on March 15, 2010, and are non-callable for four years.
The company has used the net proceeds from the offering to
prepay a portion of the term loan under its senior bank
facilities and to pay a portion of the loans under its revolving
credit facility and cancel the commitment relating to such
portion.

The senior secured notes have not been registered under the
Securities Act of 1933, and may not be offered or sold absent
registration under the Securities Act of 1933 or an exemption
from the registration requirements of the Securities Act of 1933
and applicable state securities laws. This news release does not
and will not constitute an offer to sell or the solicitation of
an offer to buy the senior secured notes, nor shall there be any
sale of the senior secured notes in any state in which any such
offer, solicitation or sale would be unlawful.

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated
electronic products, appliances and automobiles. For more
information, visit ON Semiconductor's Web site at
http://www.onsemi.com

On Semiconductor Corp.'s 12% bonds due 2008 (ONNN08USA1) are
trading at about 97 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ONNN08USA1
for real-time bond pricing.


ORBITAL SCIENCES: Launches Exchange Offer for 12% Secured Notes
---------------------------------------------------------------
By prospectus dated February 24, 2003, Orbital Sciences
Corporation is offering to exchange all outstanding 12% Second
Priority Secured Notes Due 2006 that are validly tendered and
not withdrawn for an equal amount of a new series of notes which
are registered under the Securities Act of 1933.

The exchange offer will expire at 5:00 P.M., New York City time,
on March 25, 2003, unless extended.
    
The exchange is subject to customary conditions, including that
the exchange offer not violate applicable law or any applicable
interpretation of the staff of the Securities and Exchange
Commission.
    
Noteholders may withdraw their tender of outstanding notes at
any time before the expiration of the exchange offer.
    
Orbital Sciences will not receive any proceeds from the exchange
offer.
    
The terms of the exchange notes to be issued are substantially
identical to the outstanding notes, except they are registered
under the Securities Act of 1933 and are therefore freely
transferable.
    
Outstanding notes may only be tendered in denominations of
$1,000 and multiples of $1,000.
    
The exchange of notes will not be a taxable exchange for U.S.
federal income tax purposes.
    
Orbital develops and manufactures small space systems for
commercial, civil government and military customers. The
company's primary products are spacecraft and launch vehicles,
including low-orbit, geostationary and planetary spacecraft for
communications, remote sensing and scientific missions; ground-
and air-launched rockets that deliver satellites into orbit; and
missile defense boosters that are used as interceptor and target
vehicles. Orbital also offers space-related technical services
to government agencies and develops and builds satellite-based
transportation management systems for public transit agencies
and private vehicle fleet operators.

                       *     *     *

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

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


PENN NAT'L: Gets Financing to Fund Hollywood Casino Acquisition
---------------------------------------------------------------
Penn National Gaming, Inc., (Nasdaq:PENN) closed an $800 million
senior secured credit facility to fund its acquisition of
Hollywood Casino Corporation and to provide additional working
capital.

The credit facility allows Penn National Gaming to raise an
additional $100 million in senior secured credit to expand its
Pennsylvania racetrack operations if legislation is passed
permitting slot machines or video lottery terminals at these
facilities.

Penn National Gaming also announced that it would not proceed
with commitments for an additional $200 million in financings.
These commitments were made available only to finance a change
of control offer at 101% of the principal amount of the non-
recourse debt issued by Hollywood Casino Shreveport and
Shreveport Capital Corporation, which will remain outstanding.
As previously announced, Penn National Gaming does not intend to
provide, nor to permit any of its subsidiaries to provide,
financing or credit support to Hollywood Casino Shreveport and
Shreveport Capital Corporation to fund a change of control offer
to repurchase the notes.

The $800 million financing package consists of three credit
facilities comprised of:


     --  A $100.0 million revolving credit facility due March
         2008 which will initially accrue interest at 325 basis
         points over LIBOR;  

     --  A $100.0 million Term Loan A Facility due March 2008
         which will initially accrue interest at 325 basis
         points over LIBOR;  

     --  A $600.0 million Term Loan B Facility due March 2009
         which will initially accrue interest at 400 basis
         points over LIBOR.  

Bear, Stearns & Co., Inc. and Merrill Lynch & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated served as Joint Lead
Arrangers and Joint Book Runners. Merrill Lynch & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as
Syndication Agent. Bear Stearns Corporate Lending Inc. is the
Administrative Agent. Societe Generale and Credit Lyonnais were
the Documentation Agents.

Concurrent with this financing the previous senior credit
facility is cancelled. The $36 million swap expiring June 2004
with CIBC World Markets Corp. is terminated and the $100 million
swap expiring December 2003 with Wells Fargo continues and is
now linked to the new facility. Penn National Gaming's $200
million 11 1/8% senior subordinated notes due 2008 and its $175
million 8 7/8% senior subordinated notes due 2010 will remain
outstanding.

Commenting on the financing, Peter M. Carlino, Chief Executive
Officer of Penn National said, "This financing package provides
us with immediate access to capital at attractive rates allowing
us to complete our acquisition of Hollywood Casino Corporation
and to fund additional expansion, acquisitions and capital
expenditures including, if legislation is passed, the addition
of slot machines or video lottery terminals at our Pennsylvania
racetracks. The confidence in Penn National expressed by the
respected financial institutions who arranged and participated
in this financing is extremely gratifying and these entities are
very supportive of our strategic plans for continued growth."

Penn National Gaming owns and operates: three Hollywood Casino
properties located in Aurora, Illinois, Tunica, Mississippi and
Shreveport, Louisiana; Charles Town Races & Slots in Charles
Town, West Virginia; two Mississippi casinos, the Casino Magic
hotel, casino, golf resort and marina in Bay St. Louis and the
Boomtown Biloxi casino in Biloxi; the Casino Rouge, a riverboat
gaming facility in Baton Rouge, Louisiana and the Bullwhackers
casino properties in Black Hawk, Colorado. Penn National also
owns two racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in
West Virginia; a 50% interest in the Pennwood Racing Inc. joint
venture which owns and operates Freehold Raceway in New Jersey;
and operates Casino Rama, a gaming facility located
approximately 90 miles north of Toronto, Canada, pursuant to a
management contract.

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

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

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

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


PEREGRINE SYSTEMS: Committee Taps Blackstone for Fin'l Advice
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peregrine
Systems, Inc., and its debtor-affiliates ask for approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Blackstone Group, LP as their Restructuring Consultant.

As Restructuring Consultant, Blackstone will:

     a) assist in review of the Company's long-term business
        plan and related financial projections, including the
        evaluation of the Company's businesses and prospects;

     b) review and analyze any proposed Restructuring, including
        valuing any securities or other consideration offered to
        Committee in connection with any proposed Restructuring;

     c) assist the Committee in developing alternative
        Restructuring proposals to any proposed Restructuring;

     d) advise the Committee in negotiations concerning the
        terms, conditions and impact of any proposed
        Restructuring;

     e) negotiate on behalf of the Committee with the Company,
        other creditors and other parties in interest to
        effectuate a Restructuring;

     f) provide expert witness testimony concerning any of the
        subjects encompassed by the other restructuring
        consulting services;

     g) assist in the development of financial data and
        presentations to the Committee; and

     h) provide such other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a Restructuring, as requested and mutually agreed.

The Committee argues that the Restructuring Consulting Services
that Blackstone will provide to the Committee are necessary to
enable the Committee to maximize the value of the Debtors'
estates for the benefit of creditors and to reorganize
successfully.  The Committee believes that the Blackstone's
services will not duplicate the services of other financial
advisors in the chapter 11 cases.

Blackstone will charge the Debtors:

          i) a $200,000 monthly advisory fee;

         ii) a $1,500,000 restructuring fee; and

        iii) all necessary and reasonable out-of-pocket expenses
             incurred during this engagement

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002 (Bankr. Del. Case No.
02-12740).  Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl
Young Jones & Weintraub represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


PETROLEUM GEO-SERVICES: Commences Trading on OTC and Pink Sheets
----------------------------------------------------------------
Petroleum Geo-Services ASA (OSE:PGS) (Other OTC:PGOGY) announced
on Wednesday, February 26, 2003, that it was informed by the New
York Stock Exchange that the NYSE was suspending trading of PGS'
American Depositary Receipts, ticker symbol "PGO", and Trust
Preferred Securities, ticker symbol "PGO PrA". The NYSE also
indicated that it would commence proceedings with the U.S.
Securities and Exchange Commission to delist these securities.

PGS' ADRs and Trust Preferred Securities currently trade over-
the-counter and are quoted on the Pink Sheets under the ticker
symbols "PGOGY" and "PGOAY", respectively. PGS expects that,
subject to the interest of market makers, its ADRs and Trust
Preferred Securities will be quoted on the Over-The-Counter
Bulletin Board ('OTCBB') under the same ticker symbols. The
OTCBB is a regulated quotation service that displays real-time
quotes, last-sale prices, and volume information in over-the-
counter equity securities. More information about OTCBB can be
found at http://www.otcbb.com Pink Sheets is a centralized  
quotation service that collects and publishes market maker
quotes for OTC securities in real time. More information about
the Pink Sheets can be found at http://www.pinksheets.com  
Investors should be aware that trading in PGS' ADRs and Trust
Preferred Securities through market makers and quotation on the
OTCBB and Pink Sheets may involve risk, such as trades not being
executed as quickly as when the issues were listed on the NYSE.

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

                          *   *   *

As reported in Troubled Company Reporter's February 5, 2003
edition, Fitch Ratings affirmed Petroleum Geo-Services ASA
senior unsecured debt rating at 'C'. The ratings remain on
Rating Watch Negative. This affirmation follows the payment by
PGO of interest related to PGO's 6-5/8% senior notes due 2008
and its 7-1/8% senior notes due 2028. PGO finds itself in the
same situation it was in last month as it has utilized a 30-day
grace period to make an $8.2 million interest payment on its
8.15% senior notes due 2029. This grace period expires Feb. 15,
2003.


POLAROID CORP: Has Until July 31 to Make Lease-Related Decisions
----------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates obtained
extension of their Lease Decision Period. The Court extends the
time period for the Debtors to decide whether to assume, assume
and assign, or reject an Unexpired Non-Residential Property
Lease through and including the earlier of July 31, 2003 or the
date of plan confirmation. (Polaroid Bankruptcy News, Issue No.
33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PREMIER LASER SYSTEMS: Withdraws Form S-3 Registration Statement
----------------------------------------------------------------
Premier Laser Systems, Inc., has written the Securities and
Exchange Commission requesting that the Registration Statement
(333-30930) on Form S-3 filed with the Securities and Exchange
Commission on February 23, 2000 be withdrawn.

The Registration Statement is being withdrawn because the
Company filed a petition for relief under the Bankruptcy Code,
and is in the process of liquidating all of its assets and
dissolving. To the knowledge of Company, no securities were ever
sold under the Registration Statement

Premier Laser Systems, the maker of lasers for the dentistry,
surgical, and ophthalmic markets, is in Chapter 11 bankruptcy
and has sold many of its patents. The company faced stiff
competition from larger firms; it also had problems marketing
its new technology to dentists who would be willing to give it a
try. Premier Laser is now attempting to reorganize its
operations. The company makes laser systems used to whiten
teeth, treat tooth decay, harden fillings, and drill cavities.
Its products are sold under such brand names as Aurora, BluLaze,
and Centauri.         


PRIME HOSPITALITY: S&P Cuts Corporate Credit Rating to BB-
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for the hotel owner, manager, and franchiser Prime
Hospitality Corp., to 'BB-' from 'BB' and its subordinated debt
rating to 'B' from 'B+'.

At the same time, the ratings on the Fairfield, New Jersey-based
company were removed from CreditWatch where they were placed on
February 13, 2002. The outlook is negative. Total debt
outstanding at December 31, 2002, was $285 million.

"The ratings action reflects Prime's weaker-than-expected hotel
portfolio performance; credit measures that are weak for the
ratings, with prospects for further deterioration in 2003; and
the company's emphasis on potential acquisitions and share
repurchases," said Standard & Poor's credit analyst Stella
Kapur.

All three of Prime's brands have yet to achieve strong national
brand recognition, which is reflected in its revenue per
available room performance. The company's owned and leased
hotels experienced a 5.0% decline in RevPAR in the fourth
quarter of 2002 and 9.2% for the full year. Some 60% of Prime's
portfolio is comprised of AmeriSuites hotels, which primarily
rely on business travelers. Because these hotels are generally
located in office parks and suburban areas, it has been more
challenging for these properties to attract a substantial number
of leisure customers to offset the decline in business traveler
demand. Additionally, the Wellesley Inns & Suites branded hotels
experienced a 7.6% RevPAR decline in 2002, compared to an
average decrease of 0.6% for the domestic mid-priced without
food & beverage price segment as reported by Smith Travel
Research.

In the fourth quarter of 2002, Prime reported EBITDA of about
$10 million, which was almost 50% lower compared with the same
period a year ago. Roughly half of the decline was due to asset
sales and the rest to lower operating performance. The company
generated $74 million in EBITDA in 2002, which was 34% lower
than 2001. Given management's expectations for a RevPAR decline
of 5%-6% for the first quarter of 2003, Standard & Poor's
expects that Prime's credit measures could likely deteriorate
this year. Prime's operating lease adjusted total debt to EBITDA
in 2002 was in the high-4x area and EBITDA to interest expense
was in the 2x area.


PRUDENTIAL SECURITIES: Fitch Junks Class G & H Note Ratings
-----------------------------------------------------------
Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates, series 1995-MCF2, $12.2
million class G is downgraded to 'CCC' from 'B+' and removed
from Rating Watch Negative, and $11.1 million class H is
downgraded to 'C' from 'CCC' by Fitch Ratings.

In addition, Fitch affirms the remaining Fitch-rated classes:
$5.9 million class A-2, interest-only class A-EC, $8.9 million
class B, $13.3 million class C and $8.9 million class D at
'AAA', $15.6 million class E at 'A+' and $5.6 million class F at
'BBB+'. Fitch does not rate the $5.3 million class J-1 or the
$5.3 million class J-2 certificates and class A-1 has been
repaid in full.

The rating downgrades and affirmations follow Fitch's review of
the transaction after the master servicer, Midland Loan Services
Inc., elected to recover additional advances on three loans with
non-recoverable advance determinations as of the Feb. 25, 2003
determination date.

Midland made non-recoverable advance determinations on three
loans in the pool at various times in 2001 and 2002. In December
2002, Midland began the process of recovering a total of
approximately $1.5 million of advances on these loans. Since
Midland is attempting to maintain full principal and interest
payments to investment grade rated classes, the recovery is
spread out over time which will cause interest shortfalls to the
non-investment grade rated classes. Interest shortfalls due to
recoveries started in December 2002 were expected to affect
classes G, H and J-2 for approximately one year. In February
2003, Midland elected to recover an additional $2.3 million of
outstanding advances on these loans. At the same time,
approximately $1.3 million of a $2.3 million scheduled loan
payoff was used to reimburse a portion of these new recoveries.
The remaining $1 million will be recovered over approximately
one year, and $1.3 million was taken as a loss to class J-2.
These recoveries combined with the December 2002 recoveries will
cause at least two years of interest shortfalls to the non-
investment grade rated classes, assuming there are no other
trust expenses to cause more shortfalls. Due to the lack of
interest payments to classes G and H for a significant amount of
time and the unlikely possibility of recovery, Fitch deemed it
necessary to downgrade the classes.

The three loans causing the shortfalls are secured by two
healthcare properties and one multifamily property respectively.
Together these loans, Mountain Creek Manor, Bristol House/Walden
Oaks and Lost River Apartments comprise approximately 13.2% of
the outstanding pool balance. Fitch also assumed an additional
$6 million in losses attributed to these loans, which would
cause a complete loss to class J-2 and partial loss to class H.


SEALY CORP: Dec. 1 Net Capital Deficit Narrows to $116 Million
--------------------------------------------------------------
Sealy Corporation, the world's largest manufacturer of bedding
products, announced results for the fiscal fourth quarter and
full year ending December 1, 2002.

For the quarter, Sealy reported sales of $284.0 million, a
decrease of 9.8% from $315.1 million for the same period a year
ago. Net income was $8.5 million, compared with a net loss of
$4.7 million a year earlier. Earnings before interest, taxes,
depreciation and amortization (EBITDA) were $28.5 million,
compared with $25.4 million a year earlier. EBITDA and Net
Income were negatively impacted by $4.8 million of plant closure
and restructuring costs and fees associated with the sale of an
affiliate.

The Company uses a 52-53 week fiscal year. The fiscal year ended
December 2, 2001 was a 53-week year. The impact to net sales for
the year and the quarter of including the 53rd week was $24.5
million. Excluding the effects of the 53rd week, sales decreased
by 2.2%.

For the full year, net sales reached a record $1.19 billion in
2002, up 3.0% from $1.15 billion in 2001. Excluding the effect
of the 53rd week, sales increased 5.3% over 2001.

Reported net sales for the fourth quarter of 2002 and 2001
reflect Sealy's adoption of Financial Accounting Standards Board
Emerging Issues Task Force 01-09, "Accounting for Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's
Product." Under EITF 01-09, cash consideration is a reduction of
revenue, unless specific criteria are met regarding goods or
services that the vendor may receive in return for this
consideration. Historically, Sealy classified costs such as
volume rebates and promotional money as marketing and selling
expenses. These costs are now classified as a reduction of
revenue. This had the effect of reducing net sales and selling,
general and administrative expenses each by $11.5 million for
the fourth quarter of 2002 and by $12.2 million for the fourth
quarter of 2001 and by $51.5 million for the year end 2002 and
by $42.7 million for the year ended 2001. These changes did not
affect the Company's financial position or results of
operations.

Net income for the year was $16.9 million compared with a net
loss of $20.8 million for 2001. The net loss from last year
included a significant non-cash charge to write off investments
in affiliates. EBITDA was $119.2 million for the year, up 16.2%
from 2001 levels.

Sealy Corporation's December 1, 2002 balance sheet shows a total
shareholders' equity deficit of about $116 million.

"In spite of the challenging economic environment, we recorded
another year of record sales and delivered strong operating
profit, excluding the one time charges related to the
restructuring of our affiliated retailers, and paid down over
$42 million of debt" said David J. McIlquham, Sealy's president
and chief executive officer. "During the fourth quarter, we
successfully refinanced our revolver, eliminated our affiliation
with The Mattress Firm, restructured our supply agreement with
Mattress Discounters, and made terrific progress in preparing
for the launch of our new one sided Posturepedic product line,
which will begin shipping in June" said McIlquham.

Sealy is the largest bedding manufacturer in the world with
sales of $1.2 billion in 2002. The Company manufactures and
markets a broad range of mattresses and foundations under the
Sealy(R), Sealy Posturepedic(R), Sealy Posturepedic Crown
Jewel(R), Stearns & Foster(R), and Bassett(R) brands. Sealy has
the largest market share and highest consumer awareness of any
bedding brand in North America. Sealy employs more than 6,000
individuals, has 31 plants, and sells its products to 3,200
customers with more than 7,400 retail outlets worldwide. Sealy
is also a leading supplier to the hospitality industry. For more
information, please visit http://www.sealy.com


SEDONA CORP: Applauds SEC's Commitment to Probe Short Sales
-----------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com
-- the leading provider of Internet-based Customer Relationship
Management solutions for small and mid-sized financial services
companies, commented on recent SEC filed civil lawsuit alleging
short selling manipulation of its common stock.

The Securities and Exchange Commission announced on February 27,
2003 -- see http://www.sec.gov/news/press/2003-26.htm-- that it  
filed a settled civil action in the Southern District of New
York.

According to the SEC complaint, SEDONA common stock has been the
victim of directed manipulative short sales resulting in a
recurring decline in share price. The defendants named within
the complaint have settled the civil action with the SEC, and
while not admitting or denying the allegations, have agreed to
pay, on a joint and several basis, a $1 million civil penalty.
In addition, those same parties have consented to a court order
requiring them to hire an independent consultant, acceptable to
the Commission, to review its compliance policies and procedures
and to implement the Independent Consultant's recommendation.
The settlement terms are subject to court approval.

Relating to this matter, back on October 4, 2001, the Company
announced via a news release that it had requested that the
Securities and Exchange Commission investigate alleged
improprieties in the trading of its stock. That action was taken
because of certain information obtained at that time by the
Company alleged that the market price of the common stock of a
number of companies, including SEDONA, was being manipulated
through improper short selling and other activities.

SEDONA President and CEO, Marco Emrich commented, "We are
obviously pleased with the SEC for their commitment and
diligence investigating the short sales directed at SEDONA.
While SEDONA is a small company, the SEC actions show that
companies of all sizes are entitled to the same protection under
law from predatory and manipulative trading practices. Most
importantly, all shareholders of all public companies are
entitled to expect a market price determined by supply and
demand, rather than fraudulent, manipulative, or otherwise
deceptive practices."

Mr. Emrich concluded, "In October of 2001, when information
brought to light the allegations, the Company took action it
felt necessary to protect its stockholders. As in the past,
SEDONA will continue to take any action, when prudent and
necessary, that it deems to be in the best interest of all its
stockholders."

SEDONA(R) Corporation (OTC:SDNA) is a leading technology and
services provider that delivers Customer Relationship Management
solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. By using
SEDONA's CRM solutions, financial institutions can effectively
identify, acquire, foster, and retain loyal, profitable
customers.

Leveraging SEDONA's CRM solution, leading financial services
solution providers such as Fiserv, Inc., Open Solutions Inc.,
COCC, Sanchez Computer Associates, Inc., Financial Services,
Inc. (FSI), and AIG Technologies, Inc. offer best-in-market CRM
to their own clients and prospects. SEDONA Corporation is an
Advanced Level Business Partner of IBM Corporation.

For additional information, visit the SEDONA Web site at
http://www.sedonacorp.com

As previously reported in the November 22, 2002 edition of
Troubled Company Reporter, SEDONA(R) said it was aggressively
pursuing several alternatives and anticipates this concern will
be resolved. If such funding did not become available on a
timely basis, however, the Board would explore additional
alternatives to preserving value for its creditors and
stockholders which might include a sale of all or part of the
Company or a reorganization or liquidation of the Company.


SEMX CORP: Fails to Comply with Nasdaq Min. Listing Requirements
----------------------------------------------------------------
SEMX Corporation (Nasdaq: SEMX), announced that a NASDAQ Listing
Qualifications Panel had issued a written decision that the
Company's Common Stock would be delisted from the NASDAQ Stock
Market effective as of the opening of trading on March 10, 2003.
The Panel's decision was based on SEMX's failure to comply with
the NASDAQ requirements as to minimum market value of publicly
held securities, or minimum bid price per share. The Company
expects that its stock will trade on the Over-the-Counter
Bulletin Board (OTCBB) under the symbol "SEMX" following the
delisting by NASDAQ.

SEMX Corporation and its subsidiaries principally manufacture
proprietary materials and interconnect products for
microelectronic and semiconductor packaging and packages its
products and third party products in tape and reel form for
surface mount applications.

For further information, visit the Corporation's Web site at
http://www.SEMX.com

SEMX Corporation's September 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $1.8 million.


SERVICE MERCHANDISE: Selling Brentwood Headquarters for $9 Mill.
----------------------------------------------------------------
To complete the wind-down of their operations, Service
Merchandise Company, Inc., and its debtor-affiliates have
exerted thorough marketing efforts to sell their interest in
their corporate headquarters in Brentwood, Tennessee.  The
Corporate Headquarters is one of the Debtors' last remaining
assets to be monetized.  It consists of a 347,539-square foot
office complex located at 1700 Service Merchandise Drive in
Brentwood.

Beth A. Dunning, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, relates that the Debtors have employed Grubb & Ellis
and Centennial Incorporated to assist in arranging potential
sale or leaseback transactions with respect to the Property.  
Grubb & Ellis and Centennial circulated flyers about the
Corporate Headquarters premises to 850 investors, potential end-
users and real estate professionals.  Ms. Dunning reports that
these efforts have resulted in various preliminary proposals to
purchase the Property.

Consequently, Ms. Dunning tells the Court that the Debtors
engaged in preliminary discussions with several parties
regarding the potential sale of the Property.  The discussions
eventually culminated in the submission of several verbal and
written purchase proposals.  In conjunction with their financial
and real estate advisors, the Debtors evaluated the terms of
each proposal and the benefits arising from the offers.  The
Debtors subsequently concluded that the offer from Kirkland
Properties LLC represents the most advantageous terms and the
greatest benefit to their estates thus far.

By this motion, the Debtors ask the Court to approve the sale of
their interest in the Corporate Headquarters to Kirkland or its
nominee, free and clear of all liens, claims and encumbrances.
The Debtors will sell the Property for $9,000,000 subject to
higher or better offers.

The Debtors also ask the Court to approve a leaseback
transaction with Kirkland.  The Debtors will lease back 14,790
square feet of corporate office space on a month-to-month basis
for one year at $0.55 per square foot rent per month.  This will
permit the Debtors to complete the wind-down of their
operations.

Kirkland is a developer and investor in office and industrial
properties.  Kirkland owns 170,000 square feet of office
buildings in the Nashville, Tennessee metropolitan area, with an
aggregate market value estimated to exceed $17,500,000.  The
Debtors assure the Court that Kirkland will be able to close the
transactions.

On February 11, 2003, the Debtors and Kirkland entered into an
asset purchase agreement that outlines the sale and leaseback
transactions.  The salient terms of the Agreement are:

A. Property

   The Debtors will sell the land and building complex as well
   as certain personal property and fixtures used in connection
   with the Corporate Headquarters' operation.

B. Excluded Personal Property

   There are certain personal property and fixtures that will
   not be included in the sale.  The Debtors will engage a
   liquidator to sell these Excluded Personal Property.  Under
   the Purchase Agreement, the Debtors will have until the later
   of the closing date of the transaction or April 26, 2003 to
   remove the Excluded Personal Property from the Corporate
   Headquarters.  If the Excluded Personal Property is not
   removed by that target date, the Debtors will relocate the
   Excluded Personal Property to the Leased Space.

C. Purchase Price -- $9,000,000

   The Purchase Price included an initial $100,000 earnest money
   deposit that Kirkland paid three days after the Purchase
   Agreement was executed.  Kirkland will pay another $300,000
   earnest money deposit if it turns out as the successful
   bidder at the auction.

D. Closing

   Kirkland is required to close the transaction five days after
   the Court issues a final order approving the sale.

E. Title/Condition of Property

   The sale will be in an "as is, where is" basis, free and
   clear of any liens, claims, encumbrances and interests.  All
   liens, claims, encumbrances and interests will attach to sale
   proceeds.  The Property is being sold as is, where is, with
   no representations or warranties.

F. Due Diligence

   Kirkland has an option to terminate the Purchase Agreement,
   in the event that the updated survey conducted on
   February 25, 2003 reveals a material impairment of the
   Property that was not identified on the existing survey of
   the Property previously delivered to Kirkland.

G. Leaseback

   The parties will enter into the leaseback transaction at the
   Closing.  During the term of the Lease, the Debtors have the
   right to terminate the Lease effective on the later of:

   -- the last day of the month in which the Debtors served a
      termination notice to Kirkland; or

   -- the date that the Debtors have removed all of their
      personal property from the Leased Space.

   Kirkland also has the right to terminate the Lease at any
   time during its term on 90 days' prior notice.

H. Guaranty

   Robert E. Kirkland will guaranty his firm's payment and other
   obligations to the Debtors under the Purchase Agreement.
   (Service Merchandise Bankruptcy News, Issue No. 45;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHAW GROUP: Liquidity Issues Prompt S&P to Drop Rating to BB+
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Shaw Group Inc. to 'BB+' from 'BBB-'. At the same
time, Standard & Poor's assigned its 'BB' senior unsecured
rating to the engineering and construction firm's proposed $250
million note offering due 2010. The notes are expected to be
filed under SEC Rule 144A with registration rights. The
ratings assume the timely syndication and completion of the
financing activities. Proceeds from the note offering are
expected to be used to purchase up to $384.6 million of the
firm's LYONs securities in a "Modified Dutch Auction," which
will run through March 26, 2003.

At November 30, 2002, Baton Rouge, Louisiana-based Shaw Group
had $531 million in debt outstanding on its balance sheet. The
outlook is now stable.

"The rating action reflects Standard & Poor's heightened
concerns that Shaw's liquidity will decline over the next
several quarters, mainly due to working capital usage as the
firm works off its power EPC backlog," said Standard & Poor's
credit analyst Joel Levington. "It also reflects weaker-than-
expected profitability on certain projects, which has led the
company to reduce its earnings guidance to $1.32 per share-$1.37
per share in 2003, versus prior expectations of $1.92-$2.08,"
the analyst continued.

Furthermore, financial flexibility may decline because three
projects that have been cancelled may require additional near-
term funding on Shaw's part, while cash inflows from either
future asset dispositions or legal remedies are uncertain.
Nonetheless, the new senior note issue, and expected cash on
hand should make the likely put on Shaw's remaining outstanding
LYONs balance in May 2004 manageable.

New awards for plant construction have rapidly declined and are
expected to continue to be quite limited over the next several
quarters, which will diminish backlog, earnings, and cash flow
generation in the intermediate term, even if Shaw demonstrates
solid field execution and there are no additional project delays
or cancellations.

Although Shaw has experienced project delays and cancellations
with some independent power suppliers, its largest remaining
power plant construction projects in backlog are with regulated
utilities, reducing the potential of further project
cancellations. Over time, Shaw's power EPC operations should
benefit from Clean Air legislation projects, and its pipe
fabrication business may experience growth from recent global
alliances. The firm's environmental and infrastructure service
operations dramatically increased with the acquisition of the IT
Group Inc.'s assets in 2002.

Shaw should experience fair growth opportunities driven by the
trends of Department of Defense outsourcing, increasing Homeland
Security spending, and its efforts to win back commercial
customers that used other service firms during IT's financial
hardships. That business, which represents about 45% of the
firm's consolidated backlog, generally has less working capital
swings than Shaw's power business, and is more of a consistent
free cash flow generator.


SLI INC: Inks Definitive Pacts to Sell Two Lighting Divisions
-------------------------------------------------------------
SLI, Inc., has entered into definitive agreements providing for
the sale of its Miniature Lighting Division to an affiliate of M
Capital LLC, a New York based private equity fund, and the sale
of its General Lighting Division to a company owned by Frank M.
Ward, the Company's Chairman of the Board and Chief Executive
Officer.

The Company estimates the transaction with M Capital to have an
enterprise value of approximately $100 million and the
transaction with Mr. Ward to have an enterprise value of
approximately $123 million.

Completion of both transactions is subject to the receipt of
higher or otherwise better offers, bankruptcy court approval,
regulatory approvals and other conditions. The transaction with
M Capital is also subject to M Capital's receipt of financing
and the satisfactory completion of its due diligence
investigation. It is currently anticipated that both
transactions will be completed in the spring of this year.

A Company spokesman stated, "We are very pleased to announce the
proposed sale of both divisions, which constitute substantially
all of our operations. As we have from the outset, we will
continue to work throughout our Chapter 11 proceedings to
maximize the interests of customers and suppliers, creditors and
other parties in interest without compromising the quality of
our products."

In addition, the Company announced that M. Barrington Hare and
John A. Booker, two independent members of SLI's board of
directors who reside in Europe, have been appointed as interim
management to oversee the Company's foreign operations.
Management of the Company's foreign operations will report
directly to Messrs. Hare and Booker who, in turn, will report to
the board of directors of SLI throughout the Chapter 11
proceedings.

A Company spokesman stated, "The appointment of Barry Hare and
John Booker to oversee the Company's foreign operations on an
interim basis will further assist the Company in managing its
operations and overseeing the sale process. Both Barry and John
have been directors of the Company for nearly five years and
have extensive knowledge of the Company's business and
operations which continues to be invaluable to the Company."

The Company has been operating under chapter 11 protection since
September 9, 2002. While no reorganization plan has been
finalized, SLI continues to believe that it is unlikely that
there will be any recovery for the Company's stockholders.

SLI, Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps). The Company also offers a comprehensive
range of fixtures. The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. The Company believes that it is
also the #1 global supplier of miniature lighting products for
automotive instrumentation. For more information, visit our
Website: http://www.sliinc.com


SLI INC: Delaware Court Establishes March 31 as General Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
imposed a deadline by which all creditors of SLI, Inc., and its
debtor-affiliates, including governmental entities, who wish to
assert a claim against the Debtors' estates, must file their
proofs of claim or be forever barred from asserting that claim.   

All proofs of claim, to be deemed timely-filed, must be received
by the Debtors on or before 5:00 p.m. Eastern time on
March 31, 2003.

Proofs of Claim are not required, at this time, if they are on
account of:

     i. properly-scheduled Claims, those that are listed in the      
        Schedules and that are not disputed by the holders;

    ii. claims that have already been properly filed with the
        Court against the correct Debtor, and claims previously
        allowed by order of the Court;

   iii. administrative claims;

    iv. interdebtor claims;

     v. claims that are subject to a prior bar date previously
        approved by the Court.

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.


STRUCTURED ASSET: Fitch Rates Unoffered Class B2 Certs. at BB+
--------------------------------------------------------------
Structured Asset Securities Corporation's $13.1 million pass-
through certificates, series 2003-BC2 class M2 are rated 'A' by
Fitch Ratings. In addition, Fitch rates the $8.3 million class
M3 certificates and $2.8 million class M4 'BBB+', $6.2 million
class B1 certificates 'BBB-' and $4.1 million unoffered class B2
certificates 'BB+'.

The 'A' rating on the M2 certificates reflects the 10.25% credit
enhancement provided by the 3% class M3, 1% class M4, 2.25%
class B1, 1.50% class B2 and 2.50% initial
overcollateralization. All certificates have the benefit of
monthly excess cash flow to absorb losses. The ratings also
reflect the quality of the loans, the soundness of the legal and
financial structures, and the capabilities of Fairbanks Capital
Corp. (rated 'RPS1' by Fitch) as primary servicer and Aurora
Loan Services ('RMS2+') as Master Servicer. The Murrayhill
Company will monitor the deal and make recommendations to the
primary servicers regarding certain delinquent and defaulted
mortgage loans.

The mortgage pool consists of 3401 fixed-and adjustable-rate,
fully-amortizing and balloon, first and second lien conventional
residential mortgage loans having an original term of no more
than 30 years. The cut-off date balance of the pool is
approximately $275,536,576. The fixed-rate mortgage loans make
up 71.36% of the pool and the adjustable-rate mortgage loans
account for the remaining 28.64% of the pool. The weighted
average combined loan-to-value of the mortgage loans is 87.59%
and approximately 71.49% of the mortgage loans have a combined
Loan-to-Value at origination exceeding 80%.

The mortgage loans were originated or acquired by Green Tree
Finance Corp. - Five, a wholly owned subsidiary of Conseco
Finance Corp. and in turn sold to Structured Asset Securities
Corporation, a special purpose corporation. Structured Asset
Securities Corporation deposited the loans in the trust, which
then issued the certificates. JPMorgan Chase Bank will serve as
trustee. For federal income tax purposes, a real estate mortgage
investment conduit election will be made with respect to the
trust fund.


SUN HEALTHCARE: J.P. Morgan Chase Discloses 5.5% Equity Stake
-------------------------------------------------------------
J.P. Morgan Chase & Co. is the beneficial owner of 507,174
shares of the common stock of Sun Healthcare Group, Inc., on
behalf of other persons known to have one or more of the
following: the right to receive dividends for such securities;
the power to direct the receipt of dividends from such
securities; the right to receive the proceeds from the sale of
such securities; the right to direct the receipt of proceeds
from the sale of such securities.

The total amount held, 507,174 shares, represents 5.5% of the
outstanding common stock shares of Sun Healthcare Group.  J.P.
Morgan Chase & Co. holds sole powers of voting and disposing of
the stock.

As previously reported, Sun and its subsidiaries continue to
receive ongoing funding under its revolving loan agreement
although the Company is in covenant default under that
agreement.

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly-owned SunBridge Healthcare Corporation subsidiary and
its affiliated companies, Sun's affiliates together operate more
than 235 long-term and postacute care facilities in 25 states.
In addition, the Sun Healthcare Group family of companies
provides high-quality therapy, pharmacy, home care and other
ancillary services for the healthcare industry. More information
is available on the Company's Web site at http://www.sunh.com


SUPERIOR TELECOM: S&P Drops Ratings to D after Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on cable
and wire manufacturer Superior Telecom Inc. to 'D' following the
company's announcement that it has filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in order to restructure its debt.

Superior is in negotiations with its bank group and other
creditors to eliminate and convert to equity a large portion of
its $1.42 billion in debts. Superior will continue to operate
its business units with a new $100 million debtor-in-possession
facility attained from lenders within its existing bank group.

East Rutherford, New Jersey-based Superior has been plagued by
very weak market conditions in its telecommunications end
markets and significant debt levels.


TIDEL TECHNOLOGIES: Prevails in Montrose Investments Lawsuit
------------------------------------------------------------
Tidel Technologies, Inc., (Nasdaq: ATMSE) announced that an
order had been entered by the Supreme Court of the State of New
York to dismiss the action previously commenced by Montrose
Investments Ltd. on August 9, 2002, regarding the nonpayment of
the Company's $15 million principal amount, 6% Convertible
Debenture due September 8, 2004. Tidel had filed a motion with
the Court to dismiss the Montrose complaint for legal
insufficiency.

James T. Rash, Chairman and CEO, stated, "We are extremely
pleased with the decision by the Court vindicating the position
asserted by Tidel. With this matter concluded, management can
better focus its energies on the turnaround effort presently
underway."

Tidel Technologies, Inc. is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers. To date, Tidel has sold more than 40,000
retail ATMs and 150,000 retail cash controllers in the U.S. and
36 other countries. More information about the company and its
products may be found on the company's Web site at
http://www.tidel.com  

At June 30, 2002, Tidel Technologies' balance sheet shows a
working capital deficit of about $4 million, and that its total
shareholders' equity further diminished to about $54,000 from
about $5 million (as at Sept. 30, 2001).


TRIMAS CORP: S&P Revises Low-B Ratings Outlook to Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on TriMas
Corp. to stable from positive. At the same time Standard &
Poor's affirmed its 'BB-' corporate credit and senior secured
debt ratings, and its 'B' subordinated debt ratings on TriMas.

The outlook revision is due to the company's recent acquisition
of two companies for a total of about $210 million. "Although
these acquisitions are strategic to the company's Transportation
Accessories Group, now called Cequent, it raises its leverage
and reduces the near-term prospects for significant deleveraging
that Standard & Poor's had expected," said Standard & Poor's
credit analyst John R. Sico. These acquisitions were funded
partly by the proceeds from its recent offering of $85 million 9
7/8% senior subordinated notes due 2012, cash on hand, revolver
drawdown, and some equity from its sponsor, Heartland Industrial
Partners L.P.

Bloomfield Hills, Michigan-based TriMas manufactures a large
number of industrial-supply products serving niche markets in a
diverse range of commercial, industrial, and consumer
applications, with strong brand names. It has total debt
outstanding of about $800 million.

The speculative-grade ratings on TriMas reflect its strong
positions in niche markets, offset by the highly competitive and
cyclical nature of certain of its businesses, high debt
leverage, and thin cash flow protection. The company's products
have leading market shares. About 70% of its sales are from
products that have number-one or number-two market positions for
which TriMas is one of only two or three manufacturers.
Businesses provide a good deal of diversity, and a broad product
offering lessens the company's dependence on any single product
or customer.

TriMas has undergone a rationalization of its manufacturing
facilities and headcount reductions since 2001 that have led to
about $29 million in potential annual cost savings, and about
three-quarters of those savings have been realized. TriMas is
expected to continue to pursue cost savings and to capitalize on
product development. As expected, it has pursued niche
acquisitions on an opportunistic basis. The recent acquisitions
of Hammerblow Towing Systems Corp. and Highland Group Industries
will broaden TriMas' product offering and customer base and
solidify its position in trailer and towing accessories.

Meanwhile, the company is highly leveraged, with total debt to
EBITDA at about 4.8x on a pro forma basis for these
acquisitions. This will put some pressure on meeting its
leverage covenants in the near term, although the company is
expected to generate free cash flow and amend covenants if
required. Standard & Poor's expects the company to operate with
total debt to EBITDA of around 4x, and EBITDA to interest
coverage in the 2.5x-3x area, which is appropriate for the
rating; it is currently at 2.5x.

The ratings are not expected to change over the intermediate
term as TriMas grows its businesses. During this period, the
company is expected to reduce its leverage and integrate its
recent strategic acquisitions.


UNITED AIRLINES: Wins Nod to Assume Glen Tilton Employment Pact
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates strongly disagree with
the AFA.  James H.M. Sprayregen, Esq., describes AFA's Objection
as "a curious one". Mr. Sprayregen notes that the AFA does not
object to any of the specific terms in the agreement, except one
-- the assumption provision itself.  Additionally, the AFA
ignores that Mr. Tilton was elected by a unanimous vote of
United's Board of Directors.

According to the AFA:

  -- the Debtors should ignore the difficulties of operating
     under Chapter 11 and the challenges of a successful
     reorganization; and

  -- the Debtors should send a message to creditors, employees,
     unions, management, investors, the flying public and Mr.
     Tilton, that they are simply not sure if Mr. Tilton is the
     right person for this momentous task.

Unfortunately, this would be devastating to the Debtors' chances
of a successful Chapter 11 emergence.

Mr. Sprayregen asserts that it would be a gross violation of the
Debtors' business judgment if they would not assume the Tilton
Agreement.  The Debtors need to send a strong signal to the
public that Mr. Tilton made a commitment to become their leader
in this critical time of bankruptcy.

Mr. Sprayregen insists that there is nothing premature in
assuming the Agreement now.  "To change CEOs at this stage,
would potentially derail the entire process."

The Debtors admit that they did not share the Tilton Employment
Motion with their unions before filing it with the Court.  But
even with advanced viewing, nothing would have changed.  The
Agreement's terms were reviewed and approved by UAL Board's
Compensation Committee, which includes representatives from
organized labor.

                       *     *     *

At the February 21, 2003 hearing, Judge Wedoff ruled that
United's management used "reasonable business judgment" in
determining to assume the Glen Tilton Employment Agreement.
Accordingly, the Court overruled the Association of Flight
Attendants' objection.

                       *     *     *

As previously reported, the salient terms of the Tilton
Employment Agreement are:

1) Mr. Tilton is entitled to a $3,000,000 signing bonus upon
    execution of the Agreement;

2) In addition to a Base Salary of $845,500 (assuming the
    11% reduction), Mr. Tilton may be entitled to two additional
    bonuses.  The Board will determine if Mr. Tilton has earned
    his Target Bonus, which is 100% of Base Salary.  If the
    Board determines that Mr. Tilton has displayed "Superior
    Performance," it may award him an "Extraordinary Bonus,"
    equal to an additional 100% of Base Salary.  At the Board's
    discretion, Mr. Tilton may earn $2,536,500 in a given year;

3) United will pay for all Mr. Tilton's relocation expenses;

4) UAL will fund three Trusts for Mr. Tilton.  Each will hold
    $1,500,000, for a total of $4,500,000.  As long as Mr.
    Tilton does not leave for "other than Good Reason," he is
    entitled to the entire amount.  This will be paid either on
    the first business day in January 2004, or upon his
    termination of employment;

5) Upon execution, Mr. Tilton will receive, through a
    Restricted Stock Agreement, 100,000 shares of UAL common
    stock;

6) Under the UAL 2000 Incentive Stock Plan, Mr. Tilton will
    receive Options on 500,000 shares of UAL common stock;

7) Under the UAL 2002 Incentive Stock Plan, Mr. Tilton will
    receive Options on 650,000 shares of UAL common stock; and

8) The Options expire on September 1, 2012.  They are
    exercisable in equal annual installments on the first four
    anniversaries of the Employment Date.  The exercise price is
    calculated by the average high and low stock price of UAL
    common between August 30, 2002 and September 3, 2002.
    (United Airlines Bankruptcy News, Issue No. 11; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)   


UNITED PAN-EUROPE: Majority of Creditors Vote in Favor of Plan
--------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) announced that an
overwhelming majority has voted in favor of the Akkoord (plan of
composition) for its subsidiary United Pan Europe Communications
N.V., at the creditors' meeting at the Dutch court in Amsterdam.
Held on February 28, the creditors' meeting is related to the
ongoing recapitalization process of UPC. The Dutch court has
scheduled the confirmation hearing (homologatie) of the Akkoord
on March 12, 2003.

UPC remains on track to complete the recapitalization process by
the end of March 2003.

UGC is the largest international broadband communications
provider of video, voice, and Internet services with operations
in 21 countries. Based on the Company's aggregate operating
statistics at September 30, 2002, UGC's networks reached
approximately 19.1 million homes and 13.1 million total
subscribers. Based on the Company's consolidated operating
statistics at September 30, 2002, UGC's networks reached
approximately 12.4 million homes and over 8.7 million
subscribers, including over 7.3 million video subscribers,
690,300 voice subscribers, and 700,000 high-speed Internet
access subscribers. In addition, its programming business had
approximately 45.8 million aggregate subscribers worldwide.

UGC's major operating subsidiaries include UPC, a leading pan-
European broadband communications company; VTR GlobalCom, the
largest broadband communications provider in Chile, and Austar
United Communications, a leading satellite and
telecommunications provider in Australia and New Zealand. Visit
http://www.unitedglobal.comfor further information about UGC.


US AIRWAYS: Fails to Make Payments on 2000-3 P-T Certificates
-------------------------------------------------------------
US Airways, Inc., did not make certain payments due today on its
2000-3 pass through trust certificates related to 23 Airbus
aircraft totaling approximately $44.5 million. US Airways is
currently in discussions with certain interested parties
regarding these payments. The company anticipates reaching
agreement on these payments during the five-business day cure
period allowed for these payments.

As of Feb. 28, 2003, US Airways Group, Inc.'s unrestricted cash
position was approximately $480 million.

Bankruptcy law does not permit solicitation of votes on a
reorganization plan until the Bankruptcy Court approves the
applicable disclosure statement relating to the reorganization
plan as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light
of the nature and history of the debtor and the condition of the
debtor's books and records, that would enable a hypothetical
reasonable investor typical of the holder of claims or interests
of the relevant class to make an informed judgment about the
plan. On Jan. 17, 2003, the Bankruptcy Court approved the
company's Disclosure Statement with respect to its First Amended
Plan of Reorganization (Amended Plan) and authorized a balloting
and solicitation process that commenced on Jan. 31, 2003, and
will conclude on March 10, 2003. A hearing on confirmation of
the Amended Plan is scheduled to commence in the Bankruptcy
Court on March 18, 2003. Persons who are entitled to vote on the
Amended Plan should obtain and read the Bankruptcy Court
approved Disclosure Statement prior to voting to accept or
reject the Amended Plan. The company will emerge from Chapter 11
if and when the Amended Plan receives the requisite creditor
approvals and is confirmed by the Bankruptcy Court.

US Air Inc.'s 10.375% bonds due 2013 (UAWG13USR2) are trading at
about 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAWG13USR2
for real-time bond pricing.

  
US AIRWAYS: Michelle Bryan to Leave Company After Emergence
-----------------------------------------------------------
Michelle V. Bryan, US Airways executive vice president-corporate
affairs and general counsel, announced her intention to leave
shortly after the company's planned emergence from bankruptcy on
March 31, 2003.

During her 20-year tenure with US Airways, Bryan has held a
number of executive positions, including vice president and
deputy general counsel, corporate secretary, and senior vice
president of human resources. She was named to her current
position in April 2002 as part of the new management team put in
place by David Siegel, US Airways president and chief executive
officer. Bryan has spent the past year overseeing the legal and
government affairs responsibilities associated with the
airline's successful application for a federal loan guarantee
and its restructuring under the U.S. bankruptcy code.

"While Michelle has made a significant contribution in all of
the positions she has held over the years, her knowledge and
dedication have helped us most especially during this past very
critical year," said Siegel. "The restructuring process places
enormous challenges on the legal and corporate affairs teams and
her leadership has been an invaluable asset in keeping this
process on track and successful. I have valued her counsel and
regret, but respect, her decision to leave."

Bryan will be succeeded by Elizabeth K. Lanier, who will assume
the same role as executive vice president-corporate affairs and
general counsel. Lanier comes to US Airways most recently from
Trizec Properties, Inc., where she was senior vice president-
general counsel. Prior to that, she was vice president-general
counsel for General Electric Power Systems (1998-2002), and vice
president and chief of staff for Cinergy Corp. (1996-1998). She
previously was a partner at the law firm of Frost & Jacobs (now
Frost Brown Todd LLC) in Cincinnati, Ohio, and associated with
Davis Polk & Wardwell in New York City. She holds a bachelor of
arts degree from Smith College and a J.D. degree from the
Columbia University School of Law where she was a Harlan Fiske
Stone Scholar.

"Liz has proven herself to be an outstanding corporate lawyer
and legal strategist, and she is joining US Airways at an
exciting time as we prepare for our emergence from Chapter 11
protection. Our ability to attract Liz to our team is further
proof that our restructuring efforts are positioning our airline
for long-term success and growth," said Siegel.

Lanier started with the company today in order to facilitate a
smooth transition in anticipation of Bryan's departure in early
April.


US AIRWAYS: Court Extends Plan Proposal Period Until March 31
-------------------------------------------------------------
Judge Mitchell extends US Airways Group Inc., and its debtor-
affiliates' Plan Proposal Period through and including March 31,
2003, and the Debtors' the Solicitation Period through and
including May 30, 2003. (US Airways Bankruptcy News, Issue No.
27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


U.S. RESTAURANT: Board Approves April Common Stock Dividend
-----------------------------------------------------------
U.S. Restaurant Properties, Inc.'s (NYSE:USV) Board of Directors
has approved the April monthly common stock dividend of $0.11
per share (which equates to an annual rate of $1.32 per share).
The April monthly common stock dividend will be paid on
April 15, 2003 to stockholders of record on April 1, 2003.

U.S. Restaurant Properties, Inc., is a non-taxed financial
services and real estate company dedicated to acquiring,
managing, and financing branded chain restaurant properties
(such as Burger King(R), Arby's(R), Chili's(R), Pizza Hut(R))
and other service retail properties. The company currently owns
or finances 815 properties located in 48 states.

                         *    *    *

                Liquidity and Capital Structure

Outstanding debt at December 31, 2002, totaled $353 million, or
46.6% of total capitalization. The Company's interest expense
coverage ratio for the quarter was 2.6 times FFO. The average
interest rate declined to just over 5% for the quarter. Other
than regularly scheduled debt amortization, the Company must
reduce its line of credit by $5.0 million by May 31, 2003, and
has $47.5 million in senior notes that are due August 1, 2003.
In anticipation of these maturities, management is discussing
various financing alternatives with its creditors.


USG CORP: Appoints Karen L. Leets as VP and Treasurer
-----------------------------------------------------
USG Corporation (NYSE:USG) announced the appointment of Karen L.
Leets, 46, to the position of vice president and treasurer. She
joins USG from McDonald's Corporation where she served as
assistant treasurer.

In her new position, Leets will serve as an officer of the
company and oversee USG's corporate treasury activities,
including management of the company's banking, debt and cash
management programs, as well as tax planning and compliance,
real estate and insurance. She will report directly to Richard
H. Fleming, USG Corporation executive vice president and chief
financial officer.

Leets earned a bachelor's degree from Indiana State University
in 1978, followed by a master's degree in business
administration in 1979. She started her career as a staff
accountant in the Indianapolis office of Coopers & Lybrand and
transferred to the Chicago office in 1986 where she served as
general practice audit manager. She then joined McDonald's
Corporation in 1987.

Leets is actively involved in Our Saviour's Lutheran Church in
Naperville, IL, where she currently serves on the Council and
the Finance Committee. A native of Vincennes, IN, Leets, her
husband David and their two children reside in Naperville, IL.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound and related gypsum products; cement
board; gypsum fiber panels; ceiling panels and grid; and
building products distribution. For more information about USG
Corporation, visit the USG home page at http://www.usg.com


USG CORP: Court Approves Maple Energy Purchase Agreement
--------------------------------------------------------
USG Corporation and its debtor-affiliates are parties to a
ground lease and energy purchase and sale agreement with Maple
Cogen II LLC, as tenant, Maple II BU LLC, as back-up owner and
Maple II PM LLC, as back-up seller. The Debtors entered into the
Agreement to reduce the cost associated with their gypsum
wallboard manufacturing plant.

The Empire Plant sits on 640 acres of land located in Washoe
County, Nevada.  The Empire Plant has substantial heat
requirement for its wallboard kiln that is currently generated
by burning natural gas.  The wallboard kiln utilizes 400,000 dth
of natural gas on an annual basis.  The Empire Plant requires
20,000,000 kWh of electricity annually.

The Maple Companies agreed to provide energy to the Empire Plant
at a discounted price.  The Maple Companies would build, own and
maintain a natural gas turbine with back-up capacity, solely at
their risk, cost and expense, on one-quarter of an acre section
adjacent to the Plant.  The turbine would generate both heat and
electricity suitable for use at the Plant.

Unfortunately, the Debtors and the Maple Companies were not able
to execute the Agreement.  As a result, on January 3, 2003, the
Debtors and Maple Cogen I LLC decided to modify certain terms
and execute an amended agreement, which guarantees better
savings for the Debtors.  Under the Amended Agreement, the
Debtors estimate savings over $770,000 every year.  The Debtors
would also reduce their energy without having to make any
capital investment and to share in Maple I's profits generated
by the facility.

Accordingly, the Debtors sought and obtained the Court's
approval of their Amended Agreement with Maple, which provides
that:

  (a) Maple I's Costs:  Maple I's estimated costs for building
      and installing the natural-gas fired turbine facility will
      be $11,000,000;

  (b) Price of Electricity:  For the first two years of the
      Amended Agreement, Maple I will provide the Debtors with
      electricity at the same rate charged by local utility
      companies.  Subsequently, Maple I will provide electricity
      generated by the Facility to the Debtors at a price per
      kWh that is a function of Maple I's cost of gas with a
      floor of 85% and a ceiling of 110% of the rate charged by
      the local utility companies;

  (c) Parties to Agreement:  Sierra Pacific Power Company,
      instead of Maple I, will provide the Debtors with back-up
      electricity requirements.  Maple II BU and Maple II PM
      are no longer parties to the Amended Agreement.  In
      addition, Maple I, instead of Maple II, will be the tenant
      under the Amended Agreement;

  (d) Production Losses:  Maple I will not be liable for any
      actual production losses sustained by the Debtors due to
      Maple I's failure to supply electricity to the Empire
      Plant;

  (e) Initial Term:  The initial term of the Amended Agreement
      is for 13 years, instead of the 10 years provided under
      the Original Agreement;

  (f) Profit Sharing:  Maple I will share with the Debtors a
      portion of the profits from the sale to third parties of
      excess energy produced by the Facility but not purchased
      by the Debtors if the wholesale price for any hourly sale
      of energy exceeds $95 per mWh on a generated basis; and

  (g) Termination Fee:  The termination fee is reduced after the
      first year of the initial term of the Amended Agreement by
      $105,000 each year.  However, the termination fee cannot
      be lower than $500,000. (USG Bankruptcy News, Issue No.
      43; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VALEO INVESTMENT: S&P Ratchets 3 Class Ratings to Lower-B Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2, A-3, B-1, B-2, and Preferred Share notes issued by
Valeo Investment Grade CDO III Ltd., an arbitrage CBO
transaction collateralized primarily by investment-grade bonds,
and managed by Deerfield Capital Management LLC. Concurrently,
the ratings are removed from CreditWatch with negative
implications, where they were placed October 17, 2002. At the
same time, the 'AAA' rating assigned to the class A-1 notes is
affirmed based on a financial guarantee insurance policy issued
by Financial Security Assurance Inc.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was originated in December 2001. These
factors include a negative migration in the credit quality of
the assets within the collateral pool and exposure to debt
issued by WorldCom Inc. and AT&T Canada Inc.

The credit quality of the collateral pool has deteriorated since
the transaction was originated. Currently, 16.26% of the
performing assets in the collateral pool come from obligors with
ratings on CreditWatch with negative implications, and 36.53% of
the total assets come from obligors with ratings that are below
investment-grade (below 'BBB-').

As of the most recent trustee report (February 3, 2003), $27.00
million par value of assets in the portfolio come from an
obligor currently rated 'D' by Standard & Poor's. The senior A
overcollateralization ratio was 105.01%, versus a minimum
required ratio of 102.4%, and compared to an effective date
overcollateralization ratio of approximately 106.37%; the
subordinated A overcollateralization ratio was 103.91%, versus a
minimum required ratio of 102.3%, and compared to an effective
date overcollateralization ratio of approximately 105.25%;
finally, the class B overcollateralization ratio was 101.76%,
versus a minimum required ratio of 101.1%, and compared to an
effective date overcollateralization ratio of approximately
103.08%.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Valeo Investment Grade CDO III Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest
rate scenarios, while still paying all of the rated interest and
principal due on the notes. After the results of these cash flow
runs were compared with the projected default performance of the
collateral pool, it was determined that the ratings assigned to
the notes were no longer consistent with the amount of credit
enhancement available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings assigned remain
consistent with the amount of credit enhancement available.
   
   RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
          Valeo Investment Grade CDO III Ltd.
   
                       Rating                 Current Balance
     Class          To        From                    (mil. $)
     A-2            A         AA/Watch Neg              30.00
     A-3            BBB+      A-/Watch Neg               5.00
     B-1            BB+       BBB/Watch Neg              5.00
     B-2            BB+       BBB/Watch Neg              5.00
     Pref. Shares   B+        BB+/Watch Neg             18.00
   
                  RATING AFFIRMED
   
           Valeo Investment Grade CDO III Ltd.
   
                                  Current Balance
      Class    Rating                    (mil. $)
      A-1      AAA                        440.00


VIEWPOINT: Defaults on Smithfield & Portside Purchase Agreement
---------------------------------------------------------------
Viewpoint Corporation (Nasdaq:VWPT) announced that on Friday,
February 28, 2003, it received Event of Default notices from
Smithfield Fiduciary LLC and Portside Growth & Opportunity Fund,
which allege that the Company is in breach of its
representations and warranties that were contained in the
securities purchase agreement. Smithfield and Portside are two
of the three investors who purchased a portion of the Company's
4.95 percent convertible notes due December 31, 2007.

In a letter subsequently delivered to the Company, the note
holders indicated that they are basing these allegations on the
Company's fourth quarter financial results, which were announced
by the Company at the close of the stock market trading session
the previous day. Under the terms of the notes, upon an event of
default, the Company would be required to redeem the notes for
an amount equal to 120 percent of the outstanding principal plus
accrued and unpaid interest on the notes (approximately $5.5
million at the time of the notice).

The Company believes that the note holders' allegations are
without merit and accordingly, no event of default has occurred
under the terms of the notes.

Viewpoint Corporation (Nasdaq:VWPT) is a leading provider of
interactive media technologies and services. Its graphics
operating system platform, the Viewpoint Media Player, has been
licensed by Fortune 500 companies for use in online, offline and
embedded applications serving a wide variety of needs,
including: business process visualizations, marketing campaigns,
rich advertising and product presentations. The Company also
provides cross media digital solutions for film, broadcast
television and games. Headquartered in New York City, the
Company also has offices in London and Los Angeles. Visit the
Viewpoint Web site at http://www.viewpoint.com


WILLIAM LYON: S&P Assigns Preliminary B- Rating to Note Offering
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
rating to William Lyon Homes' proposed $200 million senior
unsecured note offering. Concurrently, the 'B' corporate credit
and the 'CCC+' senior unsecured note ratings are affirmed.
Proceeds from the note offering are expected to repay secured
debt and redeem existing senior unsecured notes. The ratings
outlook is stable.

The rating actions acknowledge the company's steady improvement
in its homebuilding operations, highlighted by improving
profitability and cash flow. The company's leverage, while high,
has remained stable, and historically constrained financial
flexibility will improve with the proposed offering, as secured
debt levels decline and overall maturities will be extended.
These improvements are modestly countered by a somewhat complex
financial profile, due to reliance on joint ventures to finance
a meaningful portion of active communities under development.

The company has long ranked among the larger builders on the
West Coast, but has always been highly leveraged. A sizeable
inventory write-down in 1997 (which at the time represented
approximately 20% of inventory) eliminated the company's book
equity base. Covenants related to the company's existing 12.5%
senior notes required WLS to repurchase portions of its public
senior notes and also restricted the company's ability to
incur additional on-balance sheet secured indebtedness. With
financial flexibility constrained, management turned to off-
balance sheet joint ventures as a way to pursue the acquisition
of better-positioned land using, non-recourse financing. These
off-balance sheet ventures are, in the aggregate, conservatively
leveraged at 38%, which is substantially less leveraged than the
parent. The joint ventures have been very profitable, and income
from the joint ventures accounted for 43% of operating income in
2002.  

As on-balance sheet homebuilding operations have improved, WLS
has reduced it reliance on the joint ventures, managing to
increase the proportion of activity, which is financed on-
balance sheet. At year-end 2002, the aggregate size of the joint
ventures ($266 million in assets) has become smaller relative to
that of the parent ($552 million, net of investment in the joint
ventures), which compares to $252 million and $280 million,
respectively, at the end of 2000. Despite the reduced reliance
on joint ventures, WLS will continue to be a meaningful
contributor to overall homebuilding operations. In 2002, home
closings for the wholly owned communities were down 6.5% but the
average home price was up 40%, and on a fully consolidated basis
(including joint ventures), home closings were essentially flat,
while the average home price was up 27%. Gross and operating
margins for the wholly owned operations were 19.8% and 9.7%,
respectively. Operating margins would be roughly 200 basis
points higher if the more profitable joint ventures are fully
consolidated.

The company has continued to improve its overall financial
position. The strong housing market and profitable joint
ventures, in conjunction with the partial amortization of the
higher cost bonds, have resulted in improved debt coverage
measures and a sharp drop in leverage. EBITDA has grown steadily
during the past four years resulting in improved EBITDA to
interest coverage of more than 3x, while leverage has dropped to
59%. Debt to EBITDA is expected to remain in the 3x area. Since
the company's joint ventures are moderately leveraged, full
consolidation does not negatively impact WLS' financial profile.
In addition, management has some discretion as to how it will
commit future internally generated cash flow (on- versus
off-balance sheet) and the refinancing will enable the company
to continue to pursue more on-balance sheet growth. Pro forma
for the proposed $200 million unsecured note offering, secured
debt will comprise roughly 40% of total debt (less than 60% on a
fully consolidated basis), and encumber tangible assets in the
20% to 30% range. Management is committed to maintaining the
level of secured debt to tangible assets below 30%. As a result,
the new senior notes are being rated one notch below the
company's corporate credit rating.

                       LIQUIDITY

WLS had $17 million of cash on its balance sheet at year-end
(2002), which is in-line with prior years. Inventory turns have
slowed to 1.2x as the company has increased its wholly owned
land/lot position, which has also resulted in greater use of its
credit facilities ($118 million outstanding). The proposed
offering will free up capacity under its revolving credit
facilities, which will bolster financial flexibility. WLS has
three separate secured credit facilities with total capacity of
up to $275 million (subject to a borrowing base calculations):
$150 million (due 2006), $75 million (due 2004), and $50 million
(due 2003). The debt maturity schedule remains very manageable.
With the proposed refinancing, other than the credit facilities
that mature during the years 2003 to 2006, the only other debt
maturity will be the pending note issuance, which is expected to
mature in 2013. The proposed senior notes contain certain
restrictive covenants, including limitations on additional debt
subject to either consolidated debt-to-tangible net worth of
less than three-to-one or fixed-charge coverage of at least 2x.
Furthermore, management must maintain minimum tangible net worth
of $75 million ($174 million at December 31, 2002). If tangible
net worth declines below $75 million for two consecutive fiscal
quarters, management must offer to repurchase 10% of the
aggregate principal amount plus accrued and unpaid interest.
Additional liquidity is derived from its joint venture
activities. WLS has many joint venture partners and has
historically demonstrated the ability to pursue various
financial structures, including joint ventures structured with
all equity.

                       OUTLOOK: STABLE

With WLS' core markets experiencing favorable demand and modest
supply, recent improvements to financial measures should be
sustainable. Cost of capital and refinancing risk will be
reduced with the new unsecured note issuance. Longer term rating
improvement would be driven by the company's ability to pursue
more of its growth on-balance sheet, while continuing to
grow the business in a profitable manner.


WINSTAR COMMS: Ch. 7 Trustee Taps Mark Peterson as Co-Counsel
-------------------------------------------------------------
On July 18, 2001, during the pendency of the Debtors' Chapter 11
cases, Winstar Radio Productions, LLC procured an arbitration
award against a defendant in connection with an action in the
Worcester Superior Court in the Commonwealth of Massachusetts
amounting to $287,566.83.  The Debtors ultimately obtained a
judgment confirming the Award, which the Defendant subsequently
appealed to Massachusetts Appeals Court.

By this application, Chapter 7 Trustee Christine C. Shubert
seeks the Court's authority to employ the Law Office of R. Mark
Petersen, Esq., as co-counsel nunc pro tunc to January 1, 2003.

According to Sheldon K. Rennie, Esq., at Fox, Rothschild,
O'Brien & Frankel LLP, in Wilmington, Delaware, the Trustee
seeks to employ Petersen because of its familiarity and
experience with respect to matters relating to local custom and
practice as well as the general administration of the Appeal.  
Petersen has the necessary expertise regarding appellate
practice before the Massachusetts Court of Appeals.  Petersen
will assist Kaye Scholer LLP in defending the Appeal and
obtaining the Award.

As co-counsel, Petersen will:

  A. file the appropriate papers to have Kaye Scholer admitted
     pro hac vice and substituted as lead counsel in connection
     with the Appeal;

  B. monitor the status of the Appeal;

  C. make appearances on the Trustee's behalf in connection with
     the Appeal in the event that Kaye Scholer attorneys cannot
     attend; and

  D. perform other services as the Trustee will require as
     co-counsel to Kaye Scholer in connection with the Appeal.

Petersen intends to apply for compensation of professional
services rendered in connection with the Appeal and for
reimbursement of actual and necessary expenses incurred, in
accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, and the Local Rules and orders of
this Court.  The attorneys presently designated to represent the
Trustee and their current standard hourly rates are:

       R. Mark Peterson                $180
       Michelle M. Hansen              $160

Petersen understands that its fees and expenses in these Chapter
7 cases will be subject to the requirements set forth in
Sections 330 and 331 of the Bankruptcy Code, the applicable
Bankruptcy Rules, and the Local Rules and orders of this Court.

Petersen has informed the Trustee that it:

  (a) does not hold or represent an interest adverse to the
      Debtors' estates;

  (b) is a "disinterested person" as defined by Section 101(14)
      of the Bankruptcy Code; and

  (c) has no connection with the Debtors, their creditors or
      other parties-in-interest in these cases. (Winstar
      Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)   


YOUTHSTREAM MEDIA: Red Ink Continues to Flow in December Quarter
----------------------------------------------------------------
YouthStream Media Networks, Inc., (OTC Bulletin Board: YSTM)
announced the results of its operations for the three months
ended December 31, 2002, reporting net sales of $1,956,000 and a
net loss of $2,973,000, as compared to net sales of $2,831,000
and a net loss of $3,806,000 for the three months ended
December 31, 2001. Included in the net loss for the three months
ended December 31, 2002 was a loss on the closing of retail
stores of $(989,000) and a gain from discontinued operations of
$136,000, as compared to a loss from discontinued operations of
$(460,000) and a loss on disposal of discontinued operations of
$(291,000) included in the net loss for the three months ended
December 31, 2001.

For the six months ended December 31, 2002, the Company reported
net sales of $8,402,000 and a net loss of $5,152,000, as
compared to net sales of $10,952,000 and a net loss of
$3,530,000 for the six months ended December 31, 2001. Included
in net loss for the six months ended December 31, 2002 was a
loss on the closing of retail stores of $1,458,000, a loss from
discontinued operations of $447,000 and a gain on disposal of
discontinued operations of $482,000, as compared to a loss from
discontinued operations of $1,044,000 and a loss on disposal of
discontinued operations of $291,000 included in the net loss for
the six months ended December 31, 2001.

The results of operations for the three months and six months
ended December 31, 2001 have been restated to reflect the
discontinuance of the Company's online segment and the sale of
its media assets during August 2002. The Company's remaining
operations consist of the sale of decorative wall posters
through on-campus sales events, retail stores and internet sales
to teenagers and young adults. Sales decreased in 2002 as
compared to 2001 as a result of the closing of 20 retail stores
and negative same store sales. The Company currently operates 19
stores in 14 states in the East and mid-West.

The Company generated a positive cash flow from operating
activities of $300,000 during the six months ended December 31,
2002, as compared to a negative cash flow from operating
activities of $8,508,000 during the six months ended
December 31, 2001, reflecting recent efforts to restructure the
Company, streamline operations and reduce ongoing overhead.

Recent Developments:

During January 2003, the Company completed a debt restructuring,
resolving default claims by the holders of the Company's
outstanding notes, in the aggregate principal amount of
$18,000,000, to exchange those notes, including approximately
$2,000,000 of accrued interest, for a cash payment of
$4,500,000, preferred stock with a face value of $4,000,000,
common stock equal to 10% of the number of shares to be
outstanding after the issuance of those shares, and $4,000,000
principal amount of promissory notes issued by the Company's
retail subsidiary and secured by the Company's pledge of all of
its stock in the subsidiary.

At the conclusion of the debt restructuring, the Company's
existing board of directors resigned and was replaced by three
new directors, Jonathan V. Diamond, Hal G. Byer and Robert Scott
Fritz. Jonathan V. Diamond was named Chief Executive Officer and
Robert N. Weingarten was named Chief Financial Officer.

New management has begun the process of rebuilding shareholder
value by continuing its recent efforts to settle remaining
obligations, reduce operating costs and streamline operations,
as well as to maximize the value of the Company's remaining
operating subsidiary. The Company's new management is also
exploring strategic opportunities to acquire operating companies
that meet specific criteria, including a history of
profitability, positive cash flow, strong management and
favorable long-term prospects.


Z-TEL TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $99MM
--------------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq/SC: ZTEL), a leading provider
of local, long distance and enhanced telecommunications
services, announced its fourth quarter and fiscal year 2002
financial results. For the three-month period ended December 31,
2002, the Company reported revenues of $57.0 million, compared
to $59.1 million for the prior year period, and EBITDA (earnings
before interest, taxes, depreciation and amortization) of $2.2
million, compared to negative $3.9 million for the same period
in 2001. Net loss for the fourth quarter of 2002 was $4.2
million, compared to a loss of $8.9 million for the fourth
quarter of 2001. Net loss attributable to common stockholders
was $7.9 million versus $13.6 million for the fourth quarter of
2001.

For the fiscal year 2002, the Company reported revenues of
$235.3 million, compared to $275.9 million for 2001, and EBITDA
of $5.0 million, compared to negative $125.9 million for 2001.
Net loss for 2002 was $20.0 million versus $146.1 million for
2001. Net loss attributable to common stockholders for 2002 was
$35.1 million compared to $170.5 million for 2001.

For the fiscal year 2002, the Company reported positive adjusted
EBITDA of $0.3 million, compared to negative $36.7 million in
2001. Adjusted net loss for 2002 was $24.2 million versus $56.9
million for 2001. Adjusted net loss attributable to common
stockholders for 2002 was $39.8 million compared to $81.3
million for 2001. These adjusted amounts are net of special
items broken down in a table at the end of this press release in
a format that reconciles the actual results to these adjusted
amounts for the periods presented.

At December 31, 2002, the Company's balance sheet shows that its
total liabilities exceeded its total assets by about $99
million.

Gregg Smith, president and chief executive officer, commented,
"We're pleased to report our third straight quarter of positive
EBITDA and an improved cash position at the end of the fourth
quarter. 2002 was a challenging year, with the pending FCC
Triennial Review -- which virtually halted new business activity
in our wholesale group -- WorldCom's bankruptcy, and the general
economic slowdown. Z-Tel, however, continued its strong trends
in operational improvements and in building a more diverse set
of distribution channels. Entering 2003, our business model is
beginning to prove that we can internally finance a substantial
growth rate and deliver bottom line benefits for our
shareholders.

"In the most critical regulatory development affecting Z-Tel
since its inception," Smith added, "an FCC majority voted last
month to preserve local competition for voice services
nationwide, pending further proceedings before state
commissions. While we must reserve complete judgment until we
review the final order, which is not likely to be issued for
several weeks, the result of this decision is vital, as it
appears to ensure continued access to UNE-P, the method we use
to deliver our mix of services, for our retail services for at
least three years. The FCC majority's decision returns final
authority over UNE-P to state utility commissions, who we
believe are in the best position to determine what's best for
the telecom consumers in their states. We have confidence that
state regulators, most of whom have witnessed the benefits
competition brings to their constituents, including lower rates
and improved services, will continue their commitment to
competition and act to preserve the availability of UNE-P in
their jurisdictions."

Smith stated, "The Triennial Review decision removed a large
cloud of uncertainty from UNE-P. While vigorous legal
maneuvering regarding UNE-P will likely continue in upcoming
months, we expect the ongoing growth in UNE-P businesses to
further validate it as a business model. Business development
activity levels within our wholesale business are strong again.
We believe this renewed activity and our recent agreement with
Sprint provide direct evidence of the communications industry's
confidence in UNE-P."

Growth has returned to the Company's retail business. At the end
of February, the Company had approximately 230,000 active retail
lines in service, compared to approximately 203,000 active
retail lines at the end of 2002. This growth is primarily
attributable to several new strategic sales and marketing
initiatives. In the past 120 days, the Company has signed over
20 agreements with independent sales affiliates, direct sales
organizations and other companies to represent its retail
products. The Company also launched a media campaign in Atlanta
in early February featuring its unlimited residential calling
packages and newest consumer feature, Personal Voice Assistant,
and plans to extend this campaign to other cities in the second
quarter of 2003.

"As our recent rapid growth in retail lines indicates,
innovation still matters to customers," Smith stated. "Another
cause for optimism is that customer quality continues to
improve, as residential users recognize the benefits of our
services such as Personal Voice Assistant and unlimited local
and long distance calling plans."

Trey Davis, chief financial officer, stated, "We are pleased
with our progress in 2002, particularly during the latter part
of the year. A variety of operating improvements drove our
substantially improved financial performance over the second
half of 2002. One of the most essential enhancements was in the
area of bad debt. During the fourth quarter alone, our bad debt
expense dropped to just under 8 percent of retail revenue. This
represented a decrease of more than $2 million from the level
reported during the third quarter.

"We also experienced very healthy gross margins throughout 2002.
During the latter half of the year, operating improvements and
effective working capital management resulted in our generating
$18.4 million of cash from operations, including the $9.0
million of expense reduction relating to the Verizon access rate
reduction. We also managed our capital expenditures downward.
During the fourth quarter, we recorded just under $1.5 million
of capital expenditures, compared to $2.7 million for the third
quarter of 2002, despite implementing wholesale operations for
Sprint in 33 states. This decline is both a credit to the
discipline of our management team and an indication of our
ability to accommodate additional significant wholesale
customers without having to undergo a major capital expenditure
initiative.

"Today, active retail line count is up approximately 15 percent
over year-end 2002, and revenue is growing once again," added
Davis. "This growth, coupled with the inherent strength of our
fundamental economic model, should translate into improved
financial results in the coming quarters. We currently generate
between $20 and $25 of monthly incremental EBITDA for every new
retail line. If current retail line growth continues and our
retail economics continue to perform as they have for the past
several years, we expect to achieve operating profitability by
the mid to latter part of 2003."

Davis concluded, "The substantial retail line growth rate we
expect over the coming quarters should cause cash to remain
relatively stable or possibly increase throughout 2003. Our
obvious challenge is to balance revenue growth with liquidity
management, given that we are increasing expenses somewhat to
help achieve that growth. We anticipate that in the coming
months, however, Sprint wholesale operations will begin to
contribute to our operating profitability, and the retail line
growth that we're seeing should begin to have a favorable impact
on our liquidity position by mid-year, as the cash payback on a
new retail line is less than five months. We've also identified
additional areas to target for expense improvement during 2003
that should only enhance our operating results and resulting
liquidity position."

The Company ended the year with $16.0 million in cash, compared
to $13.5 million at the end of the third quarter of 2002 and
compared to the $9.1 million of cash the Company had on hand at
June 30, 2002.

"The first half of 2003 will see some changes in our revenue
composition," added Smith, "with retail revenue expanding,
increasing contributions from Sprint and other wholesale
customers, and MCI voicemail box traffic likely declining in the
second quarter. We're handling the transition effectively, and
to an outside observer, the numbers on an overall basis may
appear to be improving moderately, but they understate our true
progress."

"2003 could be a breakout year for Z-Tel," Smith continued. "We
have a relatively fixed operating cost model, low levels of
capital expenditure requirements to support both the retail and
wholesale expansion of our UNE-P business, less than $9.0
million in funded debt remaining, and a product breakthrough,
Personal Voice Assistant, that distinguishes our service from
our competitors'. Our wholesale business is virtually
immediately income and cash generating, as we typically earn
minimum per subscriber, per month and other fees, in addition to
reimbursement for direct expenses. The effect of these two
business models growing together can result in substantial
improvements in our profitability."

Smith added, "In our first communication with our investors in
2003, we understand that we have three major questions to
answer. The first is regarding the sustainability of UNE-P, the
second is related to our financial viability and ability to grow
our business given our liquidity position, and finally,
concerning our ability to generate sufficient free cash flow to
fund capital expenditures, meet our modest debt obligations, and
to fully cover the amounts accruing to the preferred
shareholders. During 2002, we proved our ability to internally
fund operations, to pay our indebtedness obligations on time and
to build cash balances. Continued improvements in these areas
will provide direct evidence that we are creating value for our
common shareholders, a critical objective for Z-Tel management
in the coming quarters. Our progress is demonstrable, and we are
moving forward."

Smith concluded, "Telecommunications has been an extraordinarily
challenging industry for the past three years, but its story is
far from unique. Over the past 30 years, investors and Americans
have witnessed first-hand the challenges of transitioning other
similar industries from a highly regulated monopolistic
marketplace to a competitive one. Telecommunications will be no
exception. Z-Tel sells its services in a vast marketplace,
competing with monopolists that prefer to change the rules than
compete on services and value. But in telecommunications, as in
other industries before it, the end game will be positive. We
expect to see resumed expansion of the overall marketplace, much
greater service choices and value for consumers and businesses,
and substantial rewards for investors who have backed winning
new entrants. Our vision for communications remains intact, and
we are excited about our future."

           First Quarter and Fiscal Year 2003 Guidance
          
The Company is offering the following guidance for the first
quarter and fiscal year 2003. These forecasts are subject to
risks and events that could cause actual results to differ
materially from expectations, including but not limited to the
success of our wholesale service offering.

Z-Tel was founded in the wake of the Telecommunications Act of
1996. With the establishment of the Unbundled Network Element-
Platform (UNE-P), competitive telecommunications companies
gained the ability to provide telephone service to customers
using the incumbent local telephone providers' network. Z-Tel
was formed around UNE-P with the vision of developing technology
that would imbue the telephone with "Intelligent Dial Tone,"
changing telephone service to be personalized to meet consumers'
and businesses' diverse communications needs intelligently and
intuitively. Z-Tel offers residential and business customers in
46 states value-added bundled local and long distance phone
service with proprietary Internet-accessible calling and
messaging features. Z-Tel also makes these services available on
a wholesale basis. For more information about Z-Tel and its
innovative services, please visit http://www.ztel.com  


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

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

March 26, 2003
   NEW YORK INSTITUTE OF CREDIT
      Asset-Based Lending Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
                  info@nyic.org

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

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

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

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

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

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

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

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

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

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***