TCR_Public/030306.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 6, 2003, Vol. 7, No. 46    


ADELPHIA COMMS: Schleyer and Cooper Employment Pacts Approved
ALLEGHENY ENERGY: Supply Seeks Dismissal of California Lawsuit
ALLEGIANCE TELECOM: S&P Cuts Junk Rating on Likely Restructuring
AMERICAN SKIING: Commences Pink Sheets Trading Under AESK Symbol
ANC RENTAL: Wants Exclusivity Further Extended Until July 5

ASIACONTENT.COM: Pulls Plug on Joint Ventures with DoubleClick
AT&T CANADA: Completes Installation of 7-Eleven Network
AVADO BRANDS: Dec. 29 Working Capital Deficit Balloons to $107MM
BARNEYS NEW YORK: S&P Rates $100 Mil. Senior Secured Notes at B-
BASN 2002-1: Fitch Downgrades Class B Notes to BB+ from BBB

B/E AEROSPACE: 10-Month Transition Period Net Loss Tops $71 Mil.
BELL CANADA: America Movil Promissory Note is Paid in Full
BUDGET GROUP: Earns Nod to Reject Agreements with Khoury & Covan
CENTERPOINT ENERGY: S&P Affirms Ratings over Facility Amendment
CIENA CORP: Will Webcast Shareholders' Meeting on Wednesday

COMMODORE APPLIED: AMEX to Strike Shares from Listing Today
COMMUNICATION INTELLIGENCE: Obtains Nasdaq Temporary Exemption
COMPANHIA SIDERURGICA: Fitch Puts Foreign Currency Rating at B
CORNING INC: Reaffirms Forecast of Third Quarter Profitability
CT TECHNOLOGIES: Voluntary Chapter 11 Case Summary

DELTA AIR LINES: Vanguard PRIMECAP Discloses 7.67% Equity Stake
DENVER'S OCEAN: Landry's Restaurants Pitches Best Bid for Assets
DIVINE: Nasdaq to Knock-Off Shares Today over Bankruptcy Filing
DORSET & NERVA: Fitch Keeps Watch on Low-B and Junk Ratings
DYNEGY INC: Names Carol F. Graebner as EVP and General Counsel

ENCOMPASS SERVICES: Signs-Up Hunt Patton for Consulting Services
ENRON CORP: G. Russo Wants Nod to Hire Gardere Wynne as Counsel
EOTT ENERGY: Asks Court to Okay Compromise with Kniffen, et. al.
ESSENTIAL THERAPEUTICS: Nasdaq Sets Panel Hearing for March 20
GEMSTAR-TV GUIDE: Nasdaq Filings Deadline Extended to Month-End

GENERAL MARITIME: S&P Assigns BB Corporate Credit Rating
GENTEK INC: Sues INA USA to Recover $2MM of Unpaid Obligation
GS MORTGAGE: S&P Assigns Low-B Ratings to Six Note Classes
HANOVER COMPRESSOR: Q4 2002 Net Loss Widens to $75 Million
HEXCEL CORP: S&P Rates Proposed $125M Senior Secured Notes at B

HOLLYWOOD CASINO: S&P Ups Sr. Sec. Rating to B+ Following Merger
HOLLYWOOD CASINO: S&P Ratchets Credit & Sr. Sec. Ratings to CCC-
INSILCO HOLDING: Amphenol Pitches Best Bid for Assets at Auction
INTEGRATED DATA: External Auditors Express Going Concern Doubt
KAISER ALUMINUM: New Debtors Ask Court to Fix April 30 Bar Date

KEMPER INSURANCE: Fitch Junks Financial Strength Rating at CC
KEMPER INSURANCE: S&P Keeps Watch on Low-B & Junk Ratings
KEMPER INSURANCE: Net Loss Widens to $312 Million in 2002
KMART CORP: Wants to Assign Store #3344 Lease to K-MER LLC
LECTEC CORP: Dec. 31 Working Capital Deficit Stands at $1 Mill.

LNR PROPERTY: Fitch Rates $200M Convertible Sr. Sub Notes at BB-
LONGVIEW ALUMINUM: Files for Chapter 11 Protection in Delaware
LONGVIEW ALUMINUM: Case Summary & 20 Largest Unsec. Creditors
LTV CORP: Court Clears Stipulation Resolving Use of Tax Refunds
MATTRESS DISCOUNTERS: Chapter 11 Reorganization Plan Confirmed

MCSI INC: Wooing Creditors to Allow Covenant Amendments
NATIONAL CENTURY: FirstMerit Gets Stay Relief to Sell Aircraft
NEXTEL COMMS: Solid Operating Performance Spurs S&P's B+ Rating
NORTEL NETWORKS: Wins $36-Million China Mobile Contract
NRG ENERGY: ABN AMRO Bank Accelerates about $1-Billion of Debt

NTELOS INC: Cooperative Finance Discloses $84-Mill. in Exposure
NTELOS INC: S&P Drops Credit Rating to D over Bankruptcy Filing
OMM INC: Will Discontinue Operations by Friday
PAXSON COMMS: Will Publish Q4 & Year-End 2002 Results on Mar. 25
PENN NATIONAL: Will Issue Fin'l Guidance for Q1 2003 on March 14

POLAROID CORP: Has Until July 31 to Move Actions to Del. Court
POTLATCH: Fitch Cuts Debt Ratings Due to Weak Market Conditions
RICA FOODS: Working Capital Deficit Stands at $10MM at Dec. 31
RSL COM: Preparing Lawsuits to Void $1.5 Billion Guarantees
SCIOTO DOWNS: PricewaterhouseCoopers Express Going Concern Doubt

SECURITY INTELLIGENCE: Needs New Financing to Continue Ops.
SERVICE MERCHANDISE: Proposes Headquarters Sale Bidding Protocol
STARWOOD HOTELS: Selling the Hotel Principe di Savoia in Milan
SUN HEALTHCARE: Expunging Six Personal Injury Claims
SUPERIOR TELECOM: Receives Court Approval of First Day Motions

TEL-ONE INC: Court Establishes March 24, 2003 Claims Bar Date
TENFOLD CORP: Reports Improved Financial Results for Q4 2002
TODAY'S MAN: Files for Chapter 22 Reorganization in New Jersey
TODAY'S MAN: Case Summary & 20 Largest Unsecured Creditors
TODAY'S MAN: Blames Banks for Need to File "Chapter 22" Petition

TRENWICK GROUP: S&P Believes Debt Restructuring is Remote
UNITED AIRLINES: IRS Ruling Will Enable Sale of Stock by ESOP
UNITED AIRLINES: Rothschild's Engagement as Inv. Banker Approved
US AIRWAYS: Judge Mitchell to Consider Plan on March 18, 2003
US AIRWAYS: S&P Revises Outlook to Neg. after Loan Nonpayment

US AIRWAYS: U.S. Trustee Amends Creditors' Committee Membership
WABASH NATIONAL: Liquidity-Constrained Position Continues
WHEELING-PITTSBURGH: Court Clears Agreements with BofA for OCC
WINSTAR COMMS: Trustee Asks Court to Okay BW Fin'l Stipulation

* Angelo Gordon Forms New Billion-Dollar Distressed Debt Fund
* Edward L. Finn Joins Stonehill Group as Chief Exec. Officer
* Kenneth J. Severinson Named President of Stonehill Financial
* Stonehill Group LLC Forms $50-Million Distressed Debt Fund
* Steel Industry Urges Gov't to Keep Steel Program in Place

* USWA Supports Two More Years of Steel Tariffs

* DebtTraders' Real-Time Bond Pricing


ADELPHIA COMMS: Schleyer and Cooper Employment Pacts Approved
Adelphia Communications Corporation (OTC: ADELQ) announced that
the Bankruptcy Court for the Southern District of New York has
approved the Company's employment agreements with William T.
Schleyer, Chairman of the Adelphia Board of Directors and Chief
Executive Officer and Ron Cooper, President and Chief Operating
Officer, with certain non-economic modifications.

In the interest of addressing the concerns of all of Adelphia's
important stakeholders, Bill Schleyer has agreed to make the
minor modification to his contract requested by the Court. Mr.
Cooper's contract was approved without any modification. The new
employment agreements will go into effect immediately.

Schleyer and Cooper, who have been serving as non-officer
employees to Adelphia since the Company entered into employment
agreements with them on January 17, issued the following

"We are pleased and excited to embark upon the complex challenge
and extraordinary opportunity of rebuilding Adelphia. We begin
the restructuring effort with a skilled and dedicated employee
base, a core commitment to customer service, an advanced set of
cable and broadband offerings and strong operations in eight
regions nationwide. These significant assets will enable us to
hit the ground running in our effort to better serve Adelphia's
customers and regain the confidence of all stakeholders.

"We will augment this considerable foundation with a talented
management team -- comprised of old and new faces -- capable of
leading an effective and efficient restructuring effort."

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities
in 32 states and Puerto Rico. It offers analog and digital cable
services, high-speed Internet access (Adelphia Power Link), and
other advanced services.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 39 cents-on-the-dollar, says DebtTraders. See
for real-time bond pricing.

ALLEGHENY ENERGY: Supply Seeks Dismissal of California Lawsuit
Allegheny Energy Supply, a subsidiary of Allegheny Energy (NYSE:
AYE), asked the Sacramento Superior Court to dismiss a lawsuit
brought by the California Department of Water Resources because
the contract is currently under review by the Federal Energy
Regulatory Commission, the federal agency with exclusive
jurisdiction over the Allegheny contract.

The motion filed also asserts that the CDWR failed to state a
valid claim against Allegheny.

"This lawsuit is just one of the CDWR's repeated attempts to
invalidate a fair and binding contract," said Michael P.
Morrell, President, Allegheny Energy Supply. "We believe that
the proper forum for deciding this matter is with the FERC, and
we are confident that the FERC will uphold the sanctity of our
contract with California. We believe the Superior Court should
dismiss the CDWR action or at a minimum wait to hear the FERC's
decision in this matter before taking further action."

In the filing, Allegheny Energy Supply, and its subsidiary
Allegheny Trading Finance Co., responded to the Jan. 29 lawsuit
brought by the CDWR, which seeks to dissolve the state agency's
electricity supply contract with the Company. The CDWR, through
its sister agencies the California Electricity Oversight Board
and the California Public Utilities Commission, previously
brought a related complaint at the FERC against Allegheny Energy
Supply and other electricity suppliers, and a decision on that
matter is currently pending before the federal agency following
a lengthy hearing process.

The Allegheny motion filed in Superior Court cited the FERC's
jurisdictional exclusivity in deciding this matter. The filing
also pointed to the CDWR's failure to allege the required
elements of a breach of contract claim.

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

The ratings of the Allegheny group are as follows:

         Allegheny Energy, Inc.

             -- Senior unsecured debt 'B+'.

         West Penn Power Company

             -- Medium-term notes 'BB+'.

         Potomac Edison Company

             -- First mortgage bonds 'BBB-';

             -- Senior unsecured notes 'BB'.

         Monongahela Power Company

             -- First mortgage bonds 'BBB-';

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

             -- Preferred stocks 'BB-'.

         Allegheny Energy Supply Company LLC

             -- Senior unsecured notes 'B'.

         Allegheny Generating Company

             -- Senior unsecured debentures 'B'.

         Allegheny Energy Supply Statutory Trust 2001

             -- Senior secured notes 'B'.

     -- All ratings listed above remain on Rating Watch

The ratings not on Rating Watch status are as follows:

          West Penn Funding LLC

             -- Transition bonds 'AAA'.

          Allegheny Energy Supply Company LLC

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

ALLEGIANCE TELECOM: S&P Cuts Junk Rating on Likely Restructuring
Standard & Poor's Ratings Services lowered its corporate credit
rating on Allegiance Telecom Inc. to 'CC' from 'CCC'.

The rating remains on CreditWatch with negative implications.
Dallas, Texas-based Allegiance Telecom is a facilities-based
integrated communications provider offering voice and data
services to small and midsize businesses. As of Dec. 31, 2002,
the company had about $1.2 billion of total debt outstanding,

                                                Face Amount at
                                                Sept. 30, 2002
* Series B 11-3/4% notes due February 15, 2008   $445,000,000
* 12-7/8% senior notes due May 15,2008            205,000,000
* Senior secured credit facilities                485,300,000

The Senior Secured Credit Facilities consist of a $350,000,000
seven-year revolving credit facility and a $150,000 two-year
delayed draw term loan facility.  

"The rating actions reflect the likelihood that Allegiance
Telecom will need to restructure its debt in the near term due
to the terms of an interim amendment to its bank agreements,"
said Standard & Poor's credit analyst Rosemarie Kalinowski.

The amendment requires the company to reduce total indebtedness
by about 50% to $645 million by April 30, 2003. If this debt
reduction is not consummated prior to the issuance of the 2002
audit report by its independent accountants, KPMG LLP, and in a
manner that provides the company with sufficient available cash
to fund operations for at least the next 12 months, Allegiance
Telecom has been informed by KPMG LLP that the report will
contain a "going concern" qualification.

"Allegiance Telecom's financial profile has been adversely
impacted by the slow turnaround in the economy and the increased
number of carrier and retail customer bankruptcies," added Ms.
Kalinowski. "Although the company has made progress in reducing
its EBITDA loss over the past year, its ability to service its
overall debt is unlikely given the fundamental challenges facing
the competitive local exchange carrier industry."

AMERICAN SKIING: Commences Pink Sheets Trading Under AESK Symbol
American Skiing Company (OTC Bulletin Board: AESK) announced
that effective March 4, 2003, shares of its common stock are no
longer being quoted on the "Over-the-Counter Bulletin Board
under the symbol AESKE. The Company's common shares are
currently being quoted in the Pink Sheets(R) under the symbol
AESK. Quotations and trading information can still be accessed
or through a securities broker.

On January 31, 2003, the Company announced that its OTCBB ticker
symbol, AESK, would be appended with an "E" for a period of 30
days since the Company was not current with filings required by
the Securities and Exchange Commission. The OTCBB is no longer
providing quotes for the Company's common shares due to the
continued delay in completion of the Company's financial
statements for the 2002 fiscal year. On October 15, 2002, the
Company announced that as a result of the Auditing Standards
Board's Interpretation of AU 508, "Reports on Audited Financial
Statements," it had been notified by its independent public
accountants, KPMG, LLP, that a re- audit of the Company's
financial statements for fiscal 2001 and 2000 was required. As a
result of the Interpretation by the Auditing Standards Board and
the significant time required to have this re-audit completed,
the Company was not able to file its Annual Report on Form 10-K
with the SEC by the October 27, 2002 deadline.

This re-audit of prior years is the result of a recent
interpretation of auditing requirements under these particular
circumstances and is not the result of any known issues with
previously reported results or the financial condition of the
Company. The Company and its independent public accountants,
KPMG, LLP, are working to complete the re-audit and the Company
expects that the Form 10-K will be filed with the SEC promptly
upon completion of the re- audit.

                          *     *     *

As reported in Troubled Company Reporter's November 29, 2002
edition, American Skiing Company's primary real estate
development subsidiary, American Skiing Company Resort
Properties, Inc., entered into an agreement with Fleet
National Bank and the other lenders under a $63 million senior
secured credit facility for forbearance from the exercise of the
lenders' remedies.  

Last month, American Skiing refinanced its senior secured credit
facility with a new facility led by GE Structured Finance, with
additional financing provided by CapitalSource LLC.  The new
$91.5 million senior secured credit facility, which closed on
February 14, 2003, includes a $40.0 million revolving credit
facility and a $31.5 million term loan provided by GESF.  In
conjunction with the GESF facility, CapitalSource provided a
$20.0 million term loan.  The GESF facility matures on April 15,
2006 while the CapitalSource term loan matures on June 15, 2006.

The New Credit Facility contains -- according to information
obtained from two key financial  

     (a) American Skiing agrees that Consolidated EBITDA won't
         fall below:

         For the Four Fiscal             Minimum Last-Twelve
         Quarters Ending                    Months EBITDA
         -------------------             -------------------        
         2003 Quarter 3                      $34,000,000
         2003 Quarter 4                      $34,000,000
         2004 Quarter 1                      $34,000,000
         2004 Quarter 2                      $34,000,000
         2004 Quarter 3                      $36,000,000
         2004 Quarter 4                      $36,000,000
         2005 Quarter 1                      $36,000,000
         2005 Quarter 2                      $36,000,000
         2005 Quarter 3 and thereafter       $38,000,000

     (b) On April 1 of each year, American Skiing promises that
         no Revolving Credit Loans will be outstanding other
         than Revolving Loans borrowed on that date to repay all
         Reimbursement Obligations owed on account of
         outstanding Letters of Credit.

Headquartered in Park City, Utah, American Skiing Company is one
of the largest operators of alpine ski, snowboard and golf
resorts in the United States. Its resorts include Killington and
Mount Snow in Vermont; Sunday River and Sugarloaf/USA in Maine;
Attitash Bear Peak in New Hampshire; Steamboat in Colorado; and
The Canyons in Utah. More information is available on the
Company's Web site at  

ANC RENTAL: Wants Exclusivity Further Extended Until July 5
ANC Rental Corporation and its debtor-affiliates ask the Court
to extend their exclusive period to file a Chapter 11 plan to
July 5, 2003.  In addition, the Debtors also seek to extend
their exclusive period to solicit acceptances of that plan until
September 4, 2003.  The extension requested will not prejudice
the right of any party to move for termination of the Exclusive

The first and most important factor used to determine whether
cause exists for the extension of the Exclusive Periods is the
size and complexity of the case.  Bonnie Glantz Fatell, Esq., at
Blank Rome LLP, in Wilmington, Delaware, contends that the
Debtors' Chapter 11 cases are unusually large and complex.  The
Debtors own and operate one of the world's largest car rental
businesses under the brand names Alamo and National.  The
Debtors' rental operations maintain a strong presence in the
airport leisure and business travel market of the automotive
rental industry.  ANC Rental Corporation, one of the Debtors, is
the direct or indirect parent of each of the other 45 Debtors,
as well as the direct or indirect parent of a number of domestic
and foreign entities that are not debtors under Chapter 11 of
the Bankruptcy Code, including several special purpose limited
partnerships or corporations which were created in connection
with the prepetition fleet financing, and together with its
subsidiaries, owns, manages and operates all aspects of the
Debtors' businesses.  Indeed, these Chapter 11 cases were one of
the biggest U.S. bankruptcies filed in 2001.

The next factor to look at in determining to extend exclusivity
is whether the Debtors have been making good faith progress
towards a restructuring.  With respect to this factor, Ms.
Fatell argues that the Debtors' efforts in these Chapter 11
cases weigh heavily in favor of an extension.  From prior to the
Petition Date, the Debtors' focus has been on restructuring
their business and maximizing value for all of their creditors.  
In addition, since the Petition Date, the Debtors have also
retained Jay Alix and Associates and Lazard Freres & Co. to
assist in the restructuring of their business and the
development of a plan. In connection with the retention of
Lazard, the Debtors expect several indications of interest by
parties wishing to purchase some or all of their operations, and
will try to reduce that number to 2 or 3 final candidates over
the next 30 to 45 days.

Ms. Fatell reports that the Debtors have been focusing on their
business affairs, developing cost saving strategies, developing
a business reorganization strategy, implementing their business
strategy of consolidating Alamo and National operations at
airports throughout the country, restructuring their licensee
operations and attempting to restructure their information
technology systems and costs.  The Debtors have made significant
progress toward completing most of these goals, and are working
diligently on restructuring their information technology systems
and costs.

Another factor supporting the Debtors' need for an extension is
the existence of unresolved contingencies.  While the Debtors
have been attempting to formulate a plan of reorganization, Ms.
Fatell states that outside factors have delayed the process.
Objections by Hertz and Avis to the Debtors' attempts to
consolidate operations at various airport locations resulted in
a protracted dispute over an issue that is fundamental to the
Debtors' reorganization efforts.  Although those disputes have
now been resolved, prior to their resolution, the disputes were
extremely time consuming, and delayed the Debtors' efforts in
developing a plan and obtaining long-term financing.  These
disputes, coupled with the day-to-day demands of running a large
and complex business, had forced the Debtors to divert
substantial attention from formulating a plan of reorganization.

Ms. Fatell points out that over the past two months, the Debtors
were involved in an extremely time intensive dispute with the
Committee, which, although now resolved, temporarily diverted
management's attention from formulating a plan.  Management has
also spent a significant amount of time making presentations to
potential equity sponsors.  Accordingly, now that these disputes
have been resolved, an extension of exclusivity is necessary so
that the Debtors can again focus their energies on developing a
plan of reorganization.

In determining whether to extend exclusivity, courts also look
at whether the Debtors have been timely paying their
postpetition obligations.  Ms. Fatell insists that the Debtors
have been paying their undisputed postpetition obligations as
they come due in the ordinary course.  Therefore, sufficient
cause exists to warrant an extension of the Exclusive Periods so
that the Debtors have a reasonable opportunity to develop and
negotiate a confirmable plan of reorganization.

Congress created the exclusive periods to give a debtor a clear
opportunity to propose and confirm a plan without the disruption
occasioned by competing plans.  The objective of Chapter 11 is
to develop, negotiate, and confirm a plan by agreement.  Ms.
Fatell asserts that the Debtors desire to do just that; but to
do so, they must be given the additional time necessary to gauge
the potential effects the various contingencies will have on the
Debtors' business, explore additional financing options, and to
meaningfully negotiate with their creditors and to formulate a
plan that is feasible in light of the Debtors' current and
potential operating performance.

Ms. Fatell tells the Court that the Debtors have already made
considerable progress, and allowing competing plans at this
juncture would seriously disrupt these negotiations and set back
the plan process.  The Debtors deserve a realistic chance to
propose, negotiate, and seek acceptance of a Chapter 11 plan or
plans to maximize the value of the estates for the benefit of
all creditors.  Therefore, the Debtors' request for an extension
of the Exclusive Periods is necessary and appropriate, is in the
best interest of the Debtors' estates, and should be granted.
(ANC Rental Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ASIACONTENT.COM: Pulls Plug on Joint Ventures with DoubleClick
--------------------------------------------------------------, Ltd., (OTC Bulletin Board: IASIZ.OB) has
reached agreement with DoubleClick International Internet
Advertising Limited, its joint venture partner, to terminate the
parties' two joint ventures, DoubleClick Media Asia Limited and
DoubleClick Korea (BVI) Ltd. The joint ventures have provided
internet advertising solutions to online advertisers and web
publishers since 1999. DoubleClick International Internet
Advertising Limited is a subsidiary of DoubleClick Inc.

Pursuant to the agreement between the Company and DoubleClick
International Internet Advertising Limited, the joint venture
operating companies will enter voluntary liquidation in their
respective jurisdictions of incorporation.

After the closing of the transaction between the Company and
DoubleClick International Internet Advertising Limited, BDO
International, the Company's liquidator, expects to deliver a
progress report to shareholders concerning the status of the

As previously announced, commenced voluntary
winding up and liquidation on July 10, 2002.

AT&T CANADA: Completes Installation of 7-Eleven Network
AT&T Canada Inc., Canada's largest competitor to the incumbent
telecom companies, announced that it has completed installation
of a high-speed data communication network for 7-Eleven Inc., of
Dallas, Texas, fulfilling a contract valued at CDN $7 million.

The three-year data and equipment service includes a Frame Relay
network connecting 7-Eleven's 500 Canadian stores and their
Dallas headquarters. AT&T Canada's solution ensures network
reliability for 7-Eleven by providing complete geographic
network redundancy for all of its retail locations across
Canada. In addition to providing 7-Eleven with highly reliable
data flow, the major convenience store operator will be able to
launch new applications in their retail outlets including an
advanced retail information system.

"AT&T Canada's network solution will allow us to effectively
manage our business, including the rapid and reliable transfer
of essential sales, inventory and operational data," said Robert
Gray, Director of Technology Management, 7-Eleven, Inc. "We've
been very impressed with both AT&T Canada's customer service and
the functionality of their network, which has already proven
itself to be highly dependable."

7-Eleven officials were pleased with the on-schedule
installation of the network across the company's retail network
by AT&T Canada - the largest frame relay network introduced in
Western Canada.

"We are delighted that 7-Eleven has chosen us to deliver a
sophisticated communication network for their growing Canadian
operations," said John MacDonald, President and COO, AT&T
Canada. "Through our advanced business solutions and our highly-
reliable and robust national network we were able to will help
7-Eleven achieve their business priorities."

For more information about AT&T Canada's products and services,

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

7-Eleven, Inc., is the premier name and largest chain in the
convenience retailing industry. Headquartered in Dallas, Texas,
7-Eleven, Inc. operates or franchises more than 5,800 7-Eleven
stores in the United States and Canada and licenses
approximately 18,700 7-Eleven stores in 17 other countries and
U. S. territories throughout the world.

                          *   *   *

As previously reported in the February 27, 2003, issue of the
Troubled Company Reporter, AT&T Canada Inc., announced that the
Ontario Superior Court of Justice and the U.S. Bankruptcy Court
have both approved the Company's Restructuring Plan at hearings
held Tuesday. Having secured the necessary creditor and court
approvals, AT&T Canada expects to emerge from CCAA proceedings
on April 1, 2003, as an independent company, with positive cash
flow and net income, and no long-term debt.

AT&T Canada Inc.'s 7.65% bonds due 2006 (ATTC06CAR1) are trading
at about 21 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.

AVADO BRANDS: Dec. 29 Working Capital Deficit Balloons to $107MM
Avado Brands, Inc., (OTC Bulletin Board: AVDO) reported results
for the fourth quarter and fiscal year ended December 29, 2002.
In accordance with the provisions of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", the operations of Don Pablo's
and Hops, as well as the operations of Canyon Cafe, which is
held for sale, and the previously divested McCormick & Schmick's
brand, are classified as continuing operations. Since the
decision to divest Canyon Cafe and McCormick & Schmick's was
made prior to the implementation of SFAS No. 144, their results
are required to be reported within continuing operations. As of
December 29, 2002, the Company's discontinued operations
included the operations of 12 Don Pablo's and eight Hops
restaurants that were either closed or classified as held for
sale during 2002.

For the fiscal year ended December 29, 2002, restaurant sales
from continuing operations were $441.6 million compared to
$589.4 million for the fiscal year ended December 30, 2001,
representing a decrease of 25.1 percent. Included in restaurant
sales from continuing operations are sales of $115.9 million in
2001 from McCormick & Schmick's, which was divested in August
2001. At the end of 2002, the Company's continuing operations
included 189 restaurants compared to 199 restaurants at the end
of 2001. Net loss from continuing operations was $38.3 million
for the fiscal year ended December 29, 2002 compared to a net
loss of $86.4 million for the fiscal year ended December 30,
2001. Earnings before interest, taxes and depreciation and
amortization (EBITDA) from continuing operations was $24.4
million for the fiscal year ended 2002 compared to EBITDA of
$48.0 million for the fiscal year ended 2001, which included
$14.9 million of EBITDA from McCormick & Schmick's. The Company
defines EBITDA as operating income (loss) plus depreciation and
amortization, (gain) loss on the disposal of assets, asset
revaluation and other special charges, non-cash rent expense and
preopening costs.

Restaurant sales from continuing operations were $102.5 million
for the fourth quarter ended December 29, 2002 compared to
$112.0 million for the fourth quarter ended December 30, 2001.
Net loss from continuing operations was $60.6 million for the
fourth quarter ended December 29, 2002 compared to a net loss of
$19.0 million for the fourth quarter ended December 30, 2001.
Net loss for the fourth quarter of 2002 includes a special
charge of $41.7 million related primarily to the impairment and
write off of goodwill at Hops. EBITDA from continuing operations
was $2.2 million for the fourth quarter ended December 29, 2002
compared to EBITDA of $5.0 million for the corresponding period
of the prior year.

Loss from discontinued operations for the quarter and fiscal
year ended December 29, 2002 was $9.7 million and $25.1 million,
respectively. Loss from discontinued operations primarily
reflects non-cash asset impairment charges related to the
decision to close and divest 12 Don Pablo's and eight Hops

The divestiture of the Company's Canyon Cafe brand was
substantially completed during the fourth quarter of 2002 and
four remaining locations continue to be held for sale. Also,
during 2002, the Company repurchased $52.4 million, in face
value, of its outstanding 11.75% Senior Subordinated Notes, due
June 2009, resulting in a pretax gain on debt extinguishment,
net of costs, of $41.4 million.

                   Credit Facility Amendments

On December 27, 2002, the Company executed an amendment to its
$75.0 million credit facility whereby its lenders have agreed to
forbear from exercising their remedies with respect to existing
events of default until May 31, 2003. The amendment also revised
certain financial covenants and requires the Company to reduce
its obligations under the facility to $0 by May 25, 2003.

                    Working Capital Deficit

Avado Brands, Inc.'s December 29, 2002 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $107 million.

Commenting on the quarter, Tom E. DuPree, Jr., Chairman and
Chief Executive Officer, said, "Reducing debt, improving
liquidity and increasing profitability continued to be our focus
during the fourth quarter. We closed additional under-performing
restaurants, and substantially completed the divestiture of our
Canyon Cafe restaurants. It is our intention to use the proceeds
from the sale of these closed restaurant properties to further
reduce debt. While we continue to make progress, achieving these
objectives will continue to be our primary focus."

Avado Brands owns and operates two proprietary brands, comprised
of 115 Don Pablo's Mexican Kitchens and 66 Hops Restaurant * Bar
* Breweries. Additionally, the Company operates four Canyon Cafe
restaurants, which are held for sale.

Additional information, concerning results for the fiscal year
ended December 29, 2002, is contained in the Company's Form 10-
K, which was filed with the Securities and Exchange Commission
on March 4, 2003.

As reported in Troubled Company Reporter's January 14, 2003
edition, Standard & Poor's revised its corporate credit rating
to 'SD' (selective default) from 'D' on casual dining restaurant
operator Avado Brands Inc., and raised its senior unsecured debt
rating on the company to 'CC' from 'D'. At the same time,
Standard & Poor's affirmed its 'D' rating on Avado Brands'
subordinated notes.

The rating actions are the result of the company's payment of
interest to holders of its 9.75% senior unsecured notes. The
interest payment was originally due on Dec. 1, 2002. Avado has
not remitted its December 15, 2002 interest payment on its
subordinated notes.

BARNEYS NEW YORK: S&P Rates $100 Mil. Senior Secured Notes at B-
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Barneys New York Inc.

Standard & Poor's also assigned its 'B-' rating to Barneys
Inc.'s proposed $100 million senior secured notes due in 2008.
The outlook is stable.

"The ratings on Barneys reflect the company's weak credit
protection measures, along with a small store base and high
geographic concentration. Moreover, the company participates in
the highly competitive high-end niche of the specialty retailing
segment," Standard & Poor's credit analyst Ana Lai said. "Yet
these risks are somewhat mitigated by the strength of the
company's brand name and its strong relationships with major

The proposed notes are secured by a second priority lien on
substantially all of the company's assets, however, they are
still considered junior to a substantial amount of first
priority debt. Accordingly, they are rated one notch below the
corporate credit rating. Standard & Poor's expects that Barneys
will use the proceeds of about $90 million from this offering
to repay a substantial portion of its existing debt.

At November 2, 2002, Barneys balance sheet shows $149 million in
shareholder equity on a $310 million asset base.  Barneys' long-
term debt obligations at Nov. 2 consisted of:

     GE Facility                                  $35,021,000
     Revolving Credit Facility                              0
     $22,500,000 Subordinated Note                 21,999,000
     Equipment Lessors Notes                       35,789,000
          Total                                   $92,809,000

On January 10, 1996, Barney's, Inc. and subsidiaries filed
voluntary petitions for reorganization under chapter 11 of the
United States Bankruptcy Code. The Predecessor company's plan of
reorganization was confirmed on December 21, 1998, by the U.S.
Bankruptcy Court for the Southern District of New York, and
became effective on January 28, 1999.  

BASN 2002-1: Fitch Downgrades Class B Notes to BB+ from BBB
Fitch Ratings downgrades Banc of America Structured Notes,
Inc.'s series 2002-1 $36.7 million class A to 'BBB' from 'BBB+'
and $24.5 million class B to 'BB+' from 'BBB' and removes both
classes from Rating Watch Negative.

The ratings of the class A and B certificates are dependent on
the ratings of the underlying certificates, classes H and J of
the Banc of America Large Loan, Inc. series 2002-FLT1, which
were downgraded due to the decline in performance of two loans,
Windsor Court Hotel and Starrett Lehigh.

B/E AEROSPACE: 10-Month Transition Period Net Loss Tops $71 Mil.
B/E Aerospace, Inc., (Nasdaq:BEAV) announced financial results
for the 10-month transition period ended December 31, 2002 and
confirmed its earnings guidance for calendar year 2003.

Because the company changed its fiscal year, results announced
are for a 10-month transition period from February 24, 2002
through December 31, 2002. The company will report on a calendar
year basis going forward.

Where noted, the results discussed herein have been adjusted to
exclude the effect of certain facility and workforce
consolidation costs, as well as certain unusual or nonrecurring
items that are discussed below and in the accompanying
footnotes. By presenting "as adjusted" results, management
intends to provide a better understanding of the core results
and underlying trends from which to consider past performance
and prospects for the future. See the tables at the end of this
news release for a reconciliation of "as adjusted" amounts to
amounts reported under generally accepted accounting principles
(GAAP). Users of this financial information should consider the
types of events and transactions for which adjustments have been
made. We also present operating earnings and EBITDA (earnings
before interest, taxes, depreciation and amortization) as
additional measures of our operating performance and our ability
to service our debt, respectively. Neither operating earnings,
EBITDA nor "as adjusted" information should be viewed as a
substitute for or superior to net earnings or other data
prepared in accordance with GAAP as measures of our
profitability or liquidity. Neither EBITDA nor the "as adjusted"
information are determined using GAAP. Therefore, such
information is not necessarily comparable to other companies.


    --  Reported net loss of ($2.03) per share. Excluding
        consolidation costs and non-cash charge, net loss was
        ($0.05) per share.  

    --  Amended bank credit facility.  

    --  Completed majority of cost reduction initiatives.  

"2002 was a year of turmoil for our airline customers," said Mr.
Robert J. Khoury, President and Chief Executive Officer of B/E
Aerospace. "It was a year in which airlines' financial distress
became acute, sharply reducing demand for our products. As the
year wore on, the downturn spread to our business jet segment.
Despite these challenges, we kept our focus and executed our
plan to size the company for lower demand.

"Both the scope and the cost of this downsizing have been
substantial," he said. "However, we believe that most of the
consolidation effort and costs are now behind us."

                      FINANCIAL RESULTS

For the period February 24, 2002 through December 31, 2002, B/E
reported a net loss of $70.8 million. The $70.8 million net loss

    -- Charges and transition costs totaling $39.5 million
       related to B/E's facility and workforce consolidation
       program. Transition costs are the expenses of operating
       facilities scheduled for closure and integrating
       transferred operations into the remaining facilities.
       Under GAAP, such costs must be treated as normal expenses
       until plant shutdown has been completed.

    -- A $29.5 million non-cash charge due to a recently
       announced arbitration decision regarding the 1999 sale of
       B/E's in-flight entertainment business, as more fully
       described in the company's February 10, 2003 news

For the comparable 10-month period ended December 31, 2001, the
company had a pro forma net loss of $90.0 million. The pro forma
figures for the period a year ago include consolidation costs,
acquisition-related expenses and debt extinguishment costs
totaling $116.5 million, and treat companies acquired in 2001 as
though acquired at the beginning of 2001, improving
comparability with the period just ended.

Excluding all the aforementioned costs in the respective periods
in which they occurred, B/E would have reported a net loss of
$1.8 million for the period ended December 2002, compared to net
earnings of $26.5 million for the same period a year earlier.

"Substantially lower sales and greater interest expense were the
principal reasons for the year-over-year decrease in our
results. Our 37.9 percent gross profit margin - achieved despite
a 22 percent decline in sales -- and lower operating expenses
reflect our cost reduction efforts," said Mr. Khoury, comparing
the "as adjusted" loss of $0.05 per share for the transition
period just ended to the "as adjusted" figure of $0.79 per share
for the same period a year ago.

Net sales were $503.6 million for the period ended December
2002, down 22 percent compared to pro forma figures for the same
period a year ago. The results for the period a year ago were
also negatively impacted by the airline industry downturn and
the events of September 11, 2001.

                      THE YEAR IN REVIEW

"The tragic events of September 11, 2001, occurring in what was
already a bad year for the airline sector, changed the landscape
for our industry," Mr. Khoury said. "In the industry downturn
which ensued, substantially lower sales have severely affected
our financial performance. From the outset, we knew that we
could do little to curb the company's revenue decline in the
face of our customers' financial distress. Instead, we focused
on reducing costs. We announced a major facility and workforce
consolidation program just six weeks after the September 2001
terrorist attacks.

"We are very pleased with the execution of our consolidation
program. This has been a monumental effort, undertaken in the
midst of the worst-ever crisis in the airline industry. We are
proud of our accomplishments and grateful to our employees who
have worked so hard to size the business appropriately.

"Our employees have accomplished a great deal under very
demanding circumstances. We closed four plants. We eliminated
about 1,000 positions. By the middle of this year, we will have
closed a fifth plant and brought our cumulative workforce
reduction to about 1,400 positions. To put this into
perspective: we will have closed nearly one-third of our
principal manufacturing facilities and downsized our workforce
by approximately 30% by the time these actions are complete.

"We deeply regret the human toll which these actions have taken
on employees, their families and their communities. Yet we have
no choice but to cut costs to a level that should enable us to
maintain our liquidity while our customers work through their
difficulties," Mr. Khoury said. "We see evidence that we are
making progress, based on the gross margin and lower operating
expenses we report [Tues]day."

The company furnishes the following "as adjusted" figures to
enhance comparability. For the period ended December 2002, these
figures exclude the consolidation costs and charge related to
the arbitration decision. For the same period a year ago, these
figures treat companies acquired in 2001 as though acquired at
the beginning of 2001 and exclude consolidation, acquisition-
related and debt extinguishment costs.

    -- Gross profit margin was essentially unchanged at 37.9
       percent despite the significant decline in sales.

    -- Operating expenses decreased by $28.1 million, driven by
       both management's austerity measures and a decrease in
       amortization resulting from new accounting rules.

    -- As a result, despite the $139.9 million decrease in
       sales, gross margin was maintained at 37.9 percent, but
       nevertheless gross profit decreased by $51.8 million.
       Operating earnings decreased by only $23.7 million,
       reflecting both lower manufacturing costs and lower
       operating expenses.

Management expects the consolidation effort to cost nearly $155
million, of which approximately $65 million are cash costs.
Consolidation costs already incurred since inception of the
program total $144.1 million ($104.6 million in the fiscal year
ended February 2002 and $39.5 million in the 10-month transition
period ended December 2002). Of the $144.1 million total,
approximately $55 million were cash costs.


Sales of commercial aircraft products, B/E's largest segment,
dropped by 26 percent for the period ended December 2002
compared to the same period a year ago. Sales in B/E's business
jet and fastener distribution segments also reflect constrained
demand due to the aviation industry downturn.

Total backlog decreased to about $450 million as of the end of
December 2002, down from approximately $480 million at the end
of February 2002.


As previously announced, B/E recently amended its bank credit
facility. The bank facility now provides for aggregate
borrowings of $135 million, following a $15 million reduction in
commitments.  The Lenders behind the Bank Credit Facility --
http://www.LoanDataSource.comreports -- are:

     * JPMorgan Chase Bank;   
     * Bank of America, N.A.;
     * Credit Suisse First Boston;
     * First Union National Bank;
     * Merrill Lynch Capital Corporation;
     * The Bank of New York;
     * Credit Lyonnais, New York Branch; and
     * GE Capital Corporation.

Additionally, http://www.LoanDataSource.comreports, the Bank  
Credit Facility contains four key financial covenants:

    (a) a leverage ratio ranging from 7.50 to 8.25 times EBITDA
        (as defined) during 2003, decreasing to 6.00 to 1 at
        December 31, 2004 with scheduled decreases thereafter.  

        Testing Period                          Leverage Ratio
        --------------                          --------------
        From (but not including) the Fiscal       7.50 to 1
        Date in November 2002 through the
        Fiscal Date in December 2002.

        From (but not including) the Fiscal        7.75 to 1
        Date in December 2002 through the
        Fiscal Date in March 2003.

        From (but not including) the Fiscal        8.25 to 1
        Date in March 2003 through the Fiscal
        Date in September 2003.

        From (but not including) the Fiscal        8.00 to 1
        Date in September 2003 through the
        Fiscal Date in December 2003.

        From (but not including) the Fiscal        7.25 to 1
        Date in December 2003 through the
        Fiscal Date in March 2004.

        From (but not including) the Fiscal        7.00 to 1
        Date in March 2004 through the Fiscal
        Date in June 2004.

        From (but not including) the Fiscal        6.25 to 1
        Date in June 2004 through the Fiscal
        Date in September 2004.

        From (but not including) the Fiscal        6.00 to 1
        Date in September 2004 through the
        Fiscal Date in December 2004.

        From (but not including) the Fiscal        5.50 to 1
        Date in December 2004 through the
        Fiscal Date in March 2005.

        Thereafter                                 4.00 to 1

    (b) BE Aerospace agrees that its Senior Leverage Ratio will
        not exceed 2.00 to 1 at any time.

    (c) BE Aerospace covenants that the Interest Coverage Ratio
        will be no less than:
                                               Minimum Interest
        Testing Period                          Coverage Ratio
        --------------                         ----------------
        From (but not including) the Fiscal        1.25 to 1
        Date in November 2002 through the
        Fiscal Date in December 2003.

        From (but not including) the Fiscal        1.50 to 1
        Date in December 2003 through the
        Fiscal Date in September 2004.

        From (but not including) the Fiscal        1.75 to 1
        Date in September 2004 through the
        Fiscal Date in December 2004.

        From (but not including) the Fiscal        2.00 to 1
        Date in December 2004 through the
        Fiscal Date in March 2005.

        From (but not including) the Fiscal        2.50 to 1
        Date in March 2005 through the Fiscal
        Date in December 2005.

        Thereafter                                 3.00 to 1

    (d) BE Aerospace covenants that its Adjusted Net Worth at
        any time will be no less than the sum of:

       (x) $120,000,000 plus

       (y) 50% of the aggregate amount of Net Available Proceeds
           of Equity Issuances since May 26, 2001 plus

       (z) 50% of the sum of consolidated net earnings of the
           Borrower and its Subsidiaries (determined on a
           consolidated basis without duplication in accordance
           with GAAP) for each fiscal quarter of the Borrower
           ending after May 26, 2001;

       provided that consolidated net earnings for any fiscal
       quarter in which there is a consolidated net loss shall
       be deemed to be zero."

Net debt (total debt less cash and cash equivalents) at December
31, 2002 stood at $696.0 million, virtually unchanged as
compared to $695.3 million at February 23, 2002.  


"We have made no changes to our financial guidance since our
last earnings release," Mr. Khoury stated. "However, industry
conditions remain sobering at best. U.S. carriers alone lost $11
billion for 2002, following large losses the year before. Fuel
prices, airlines' largest operating cost after labor, are very
high, while ticket prices remain low. Consequently, many
carriers are in precarious financial condition. Their plight
could become worse if there is a war in the Middle East. To cut
costs, airlines have idled nearly 2,200 aircraft. All of this
has sharply reduced demand for our products.

"Under these circumstances, there is more than the usual amount
of uncertainty associated with any forecast of financial
performance. That includes the outlook we communicate today,"
Mr. Khoury said.

For calendar 2003, management continues to expect:

     --  sales of approximately $575 - $600 million,  

     --  approximately break-even bottom-line results before
         taxes and excluding approximately $10 million of
         transition costs associated with closure of the fifth      
         facility and integration of transferred operations in
         the first half of 2003,  

     --  a net loss of approximately $12 million after taxes and
         transition costs,  

     --  EBITDA of about $100 million excluding transition
         costs, and  

     --  a modest amount of free cash flow. B/E defines free
         cash flow as EBITDA less interest, taxes and capital

Management's expectations for interim results during calendar
2003 remain as follows:

     -- net losses in the first and second quarters, and

     -- a small profit in the second half of the year.

"B/E Aerospace has a number of attributes that should enable us
to maintain adequate liquidity during the downturn," Mr. Khoury
said. "We have adequate liquidity to meet operating needs and
service our debt obligations. Our $135 million bank credit
facility, which will decrease by $15 million in December 2004,
requires no further principal payments until maturity in August
2006. All other long-term debt requires no additional principal
payments until 2008 through 2011.

"Our customer base is truly global," he continued. "Over 40
percent of last year's sales came from outside the U.S. Our
competitive position is very strong, with leading worldwide
market shares in many product lines.

"With our aftermarket focus, we should be an early beneficiary
of the industry recovery," he said. "Aftermarket demand should
lead the recovery, because refurbishing existing aircraft is
much less expensive than buying new aircraft.

"When demand improves, we will have enhanced earnings power
through substantial operating leverage. We believe that our
factories have the capacity to generate revenues of up to $1
billion without significant additional capital investment. In
the meantime, we have a seasoned executive team which has
navigated prior downturns," Mr. Khoury concluded.

As reported in Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's placed its ratings, including
the 'BB-' corporate credit rating, on B/E Aerospace Inc., on
CreditWatch with negative implications.

"The action stems from the company's announcement that it will
record a charge to earnings of about $30 million, coupled with
continued weakness in the airline industry, BE Aerospace's
primary market," said Standard & Poor's credit analyst Roman

The charge will be a write-off of a receivable created in
connection with the sale of the firm's in-flight entertainment
business to the Thales Group in 1999; that receivable
represented the final payment expected from Thales.

The charge, which will further weaken BE Aerospace's highly
leveraged balance sheet, coincides with poor operating results,
due to a very challenging environment of its airline customers,
especially in the U.S. That environment is likely to deteriorate
further if there is a war with Iraq.

BELL CANADA: America Movil Promissory Note is Paid in Full
Bell Canada International Inc., received payment of the
remaining balance of US$170 million due under the America Movil
S.A. de C.V. interest free promissory note. These proceeds
represent the final payment on the sale of BCI's interest in
Telecom Americas Ltd. on July 24, 2002.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an
orderly fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing
the net proceeds to its stakeholders and dissolving the company.  
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF.  Visit
the Company's Web site at  

BUDGET GROUP: Earns Nod to Reject Agreements with Khoury & Covan
Budget Group Inc., and its debtor-affiliates sought and obtained
the Court's authority to reject the Master Consulting Services
Agreement and Sub-Locality Consulting Service Agreements with
Khoury Consulting, Inc., the Ryder Move Management International
Service Agreement dated January 20, 1999 and the Ryder Move
Management Contract Carriage Agreement dated December 18, 1998
with Covan Worldwide Moving, Inc.

Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor,
in Wilmington, Delaware informs the Court that by rejecting the
Khoury agreement, the Debtors will save $318,720.97 per month.
By rejecting the Covan Agreements, the Debtors will save a yet
undetermined amount per month.  These Agreements represent
executory contracts that were not assigned as part of the Asset
Sale to Cherokee and are no longer necessary to the Debtors'
bankruptcy estates.

Mr. Malfitano explains that the Khoury Consulting Agreement
called for Khoury Consulting, Inc. to provide certain industry
specific sales consulting and training services to the Debtors'
personnel at various rental car sales locations nationwide.  In
exchange for these services, the Debtors were to pay Khoury
Consulting a yearly base fee and a percentage fee that is tied
to the incremental monthly revenue at the Debtors' rental car
locations.  Pursuant to the Covan Agreements, Covan Worldwide
Moving, Inc. was to provide for international and interstate
transportation and moving services for Ryder Move Management,
Inc. on a subcontractor basis.   Under the Covan Agreements,
Ryder would arrange a shipment of goods and Covan would in turn
submit a written estimate prior to shipment Ryder then would
reimburse Covan.

Mr. Malfitano relates that pursuant to the ASPA, on November 22,
2002, the Debtors transferred their assets relating to their
rental car retail locations and moving operations to Cherokee.
As a result, the Debtors no longer operate the assets that would
be affected by or benefit from these Agreements.  Moreover,
Cherokee did not take assignment of the Agreements pursuant to
the ASPA. (Budget Group Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

CENTERPOINT ENERGY: S&P Affirms Ratings over Facility Amendment
Standard & Poor's Ratings Services affirmed its ratings on
CenterPoint Energy Inc., (formerly Reliant Energy Inc.) and its
subsidiaries CenterPoint Energy Houston Electric LLC and
CenterPoint Energy Resources Corp and removed them from
CreditWatch with negative implications. The outlook for
all entities is stable.

Houston, Texas-based CenterPoint has total debt and trust-
preferred securities outstanding of about $12 billion.

"The ratings affirmation reflects CenterPoint's successful
negotiation of an amendment to its existing $3.85 billion credit
facility," said Standard & Poor's credit analyst Cheryl Richer.

Importantly, the amendment extends the loan maturity to June
2005 (from October 2003) and eliminates $1.2 billion in
mandatory prepayments that would have been required this year;
the first $600 million had been scheduled on Feb. 28, 2003. As a
consequence, the overhang of substantial refinancing risk has
been eliminated. Other features of the loan include a reduction
in the quarterly dividend to 10 cents per share from 16 cents
per share the previous quarter, the intent to pledge the 81% of
the Texas Genco stock as security for the bank facililty
(pending SEC approval), and the provision of up to 10% of
CenterPoint common stock via the issuance of the warrants as an
incentive for the company to access the capital markets
to reduce the facility's size.

The stable outlook indicates that CenterPoint will maintain its
current rating over the medium term despite positive trends and
interim challenges. The company must successfully execute the
Texas Genco sale and the sale of stranded-asset securitization
bonds to meet bank loan maturities at CenterPoint and the
collateralized term loan maturity at CEHE. The proceeds from
selling Texas Genco are expected to be used to pay down debt,
resulting in a sharp improvement in financial ratios over
2005/2006. Some unquantifiable risk remains due to lawsuits that
have been lodged against joint directors of CenterPoint and
Reliant Resources Inc. (B-/Watch Neg/--). Although Reliant
Resources has indemnified CenterPoint against such claims, its
weakened creditworthiness could render Reliant Resources unable
to step up to these obligations in the future. As a result, such
claims remain contingent liabilities for CenterPoint.

CIENA CORP: Will Webcast Shareholders' Meeting on Wednesday
CIENA Corporation (NASDAQ:CIEN), a leading provider of
intelligent optical networking systems and software, will host a
live webcast of its annual shareholder meeting on Wednesday,
March 12, 2003, beginning at 3:00 PM Eastern.

The webcast will be listen-only and will be accessible and
archived for replay through Wednesday, March 19, 2003 at

CIENA Corporation's market-leading optical networking systems
form the core for the new era of networks and services
worldwide. CIENA's LightWorks(TM) architecture enables next-
generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered the corporate credit rating on optical
telecommunications systems and equipment provider, Ciena Corp.,
to single-'B' from single-'B'-plus, reflecting the company's
dramatic decline in sales, and expectations that business
conditions will remain weak over the intermediate term. The
outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

COMMODORE APPLIED: AMEX to Strike Shares from Listing Today
Commodore Applied Technologies, Inc. (AMEX: CXI), announced that
on February 26, 2003, it received notice from the Listing
Qualifications Panel of the American Stock Exchange, LLC that
the Panel has determined to delist Commodore's common stock from
the AMEX effective with the close of business today.

In its notice to the Company, which was received after the close
of business on February 26, 2003, the Panel noted that the
Company's failure to meet certain continued listing standards:
(i) the Company's losses from continuing operations over the
five most recent fiscal years, (ii) the Company's failure to
meet specified thresholds for stockholders' equity; and (iii)
the Company's failure to hold an annual meeting of stockholders,
led to the Panel's decision to file the delisting application.

Commodore previously announced on January 17, 2003, that on
January 9, 2003, it received notice from the AMEX that they
intended to file an application with the Securities and Exchange
Commission to delist Commodore's common stock because of
Commodore's failure to meet certain continued listing standards.
The Company appealed this determination and was granted an Oral
Hearing before the Panel on February 24, 2003.

The Panel informed the Company that it may submit a written
request, within 15 days from February 26, to the full Committee
on Securities to review the decision rendered by the Panel.
Commodore is currently evaluating its options in this regard.
Additionally, the Panel informed the Company that its securities
may immediately be eligible to trade on the OTC Bulletin Board,
and the Company is taking all necessary and appropriate steps to
qualify its common stock for quotation on the OTC Bulletin

Commodore Applied Technologies, Inc., is a diverse technical
solutions company focused on high-end environmental markets. The
Commodore family of companies includes subsidiaries Commodore
Solution Technologies, Commodore Advanced Sciences and Commodore
Government Technologies, Inc. The Commodore companies provide
technical engineering services and patented remediation
technologies designed to treat hazardous waste from nuclear and
chemical sources. More information is available on the Commodore
Web site at  

At September 30, 2002, Commodore Applied Technologies' balance
sheet shows a working capital deficiency of about $4 million,
and a total shareholders' equity deficit of about $3.7 million.

COMMUNICATION INTELLIGENCE: Obtains Nasdaq Temporary Exemption
Communication Intelligence Corporation (Nasdaq: CICI), the
leader in electronic signature, biometric verification and
natural input solutions announced that Communication
Intelligence Corporation's common stock will continue to be
listed on the Nasdaq SmallCap Market pursuant to an exception
from the minimum bid price requirement.

The Company previously announced that on December 9, 2002 Nasdaq
informed the Company that its common stock was subject to
delisting because it failed to comply with the minimum closing
bid price requirement of $1.00 since June 7, 2002. On
January 10, 2003, the Company was also informed by Nasdaq that
the Company was not in compliance with Nasdaq's shareholder
approval rule in connection with the Company's Equity Line of
Credit Agreement with Cornell Capital Partners L.P.

On January 16, 2003, the Company appeared before a Nasdaq
Listing Qualifications Panel and on February 27, 2003 the
Company was notified of the Panel's decision as discussed below.

Regarding the shareholder approval rule, the Panel concluded
that the Company had remedied the matter by stating in its
currently effective S-1 that it may not issue shares, pursuant
to its Equity Line of Credit Agreement, in excess of 19.9% of
the Company's total shares outstanding at the time it entered
the Equity Line of Credit Agreement without first obtaining
shareholder approval.

With respect to the minimum bid price requirement, the Company
was granted a temporary exception under which it must meet one
of the following requirements:

     A. On or before March 14, 2003, the Company must make a
public filing with the SEC and Nasdaq evidencing a minimum of
$5,000,000 in shareholders' equity. In the event the Company
complies with the requirement of this exception it will be
granted a grace period to June 2, 2003, within which to remedy
the bid price deficiency.

     B. If the Company does not meet the requirement of item A
above, then on or before March 28, 2003, the Company must file a
proxy statement with the SEC evidencing its intent to seek
shareholder approval for the implementation of a reverse stock
split sufficient to remedy the bid price deficiency. Thereafter,
on or before April 25, 2003, the Company must evidence a closing
bid price of at least $1.00 per share and, immediately
thereafter, a closing bid price of at least $1.00 per share for
a minimum of ten consecutive trading days. However, in its
discretion the Panel may require that the Company maintain a bid
price at or above $1.00 per share for a period in excess of ten
consecutive trading days.

In accordance with Nasdaq rules, effective March 5, 2003, the
Company's normal trading symbol will have a "C" appended to it
so that its trading symbol will be "CICIC" until the status of
its listing is no longer conditional.

Management is currently evaluating its options regarding the
continued listing of the Company's stock on the Nasdaq SmallCap

Communication Intelligence Corporation is the leading supplier
of electronic signature, biometric security and natural input
solutions focused on emerging, high potential applications
including paperless workflow, smart wireless devices and e-
Commerce enabling the world with "The Power to Sign Onliner."
CIC's products are designed to increase the ease of use,
functionality, and security of electronic devices and e-business
processes. CIC sells directly to OEMs and Enterprises and has
products available through major retail outlets such as,
CompUSA, Staples, OfficeMax, key integration partners or direct
via our website. Industry leaders such as Charles Schwab,
Fujitsu, Handspring, Hitachi, IBM, Oracle, Palm Inc.,
Prudential, Siebel Systems and Sony Ericsson have licensed the
company's technology. CIC is headquartered in Redwood Shores,
California and has a joint venture, CICC, in Nanjing, China. For
more information, please visit Web site

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q for the period ended September 30, 2002,
the Company stated:

"At September 30, 2002, cash and cash equivalents totaled $1,246
compared to cash and cash  equivalents  of $2,588 at December
31, 2001. The decrease was due primarily to cash used in
operating activities of $1,569, cash used in investing
activities of $54. Cash provided by financing activities was
$281, net. The $281 provided by financing  activities consists
of $426 in proceeds from the exercise of stock options by the
Company's employees and former chairman, the acquisition of
capital equipment under capital lease of $40, reduced by the
repayment of the note by the Joint Venture of $181, and by
payments of capital lease obligations of $4.  Total  current  
assets were $2,372 at September 30, 2002, compared to $3,899 at
December 31, 2001.

"As of September 30, 2002, the Company's principal source of
funds was its cash and cash equivalents aggregating $1,246.

"The Company was incorporated in Delaware in 1986 and the  
accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has suffered recurring losses from operations that raise a doubt
about its ability to continue as a going concern. The Company
is in the process of filing a registration statement with the  
Securities and Exchange Commission in order to obtain funding
from equity financing. However, there can be no assurance that
the Company will have adequate capital resources to fund planned
operations or that any additional funds will be available to the
Company when needed, or if available, will be available on
favorable terms or in amounts required by the Company. If the
Company is unable to obtain adequate capital resources to fund
operations, it may be required to delay, scale back or eliminate  
some or all of its operations, which may have a material adverse
effect on the Company's business, results of operations and
ability to operate as a going concern. The financial statements
do not include any adjustments that might result from the
outcome of this uncertainty.

"Current liabilities, which include deferred revenue, were $953
at September 30, 2002. Deferred revenue, totaling $123 at
September 30, 2002, primarily reflects advance payments for
products and maintenance fees from the Company's licensees which
are generally recognized as revenue by the Company when all
obligations are met or over the term of the maintenance

"The Company currently owns 90% of a joint venture with the
Information Industry Bureau of the Jiangsu Province, a
provincial agency of the People's Republic of China.  The
Company's investment in the Joint Venture is subject to risks of
doing business abroad, including fluctuations in the value of  
currencies, export duties, import controls and trade barriers
(including quotas), restrictions on the transfer of funds,  
longer payment cycles, greater difficulty in accounts receivable  
collections, burdens of complying with foreign laws and
political and economic instability."

COMPANHIA SIDERURGICA: Fitch Puts Foreign Currency Rating at B
Fitch Ratings has assigned a 'B' senior unsecured foreign
currency rating to Companhia Siderurgica Nacional's US$85
million one-year notes that were issued though its subsidiary
CSN Islands II Corp. on February 27, 2003. The Rating Outlook on
the rating is Negative. CSN's foreign currency rating is
constrained by Brazil's 'B', Rating Outlook Negative foreign
currency rating.

The proceeds from this issuance will be used primarily for
working capital needs. CSN's leverage, net debt-to-EBITDA, was
3.4 times at June 30, 2002, while EBITDA-to-interest expense was
4.3x. Due to higher steel prices worldwide, as well as increased
production volumes and a higher value-added product mix, Fitch
expects CSN to generate about US$725 million of EBITDA for the
full year 2002. With total debt expected to be less than US$2.0
billion, and with cash and marketable securities expected to be
about US$500 million, EBITDA-to-interest should remain above
4.0x, while net debt-to-EBITDA should improve to less than 3.0x
for year-end 2002.

The rating reflects the company's position as one of the
industry's lowest cost steel producers due to its ownership of
the Casa de Pedra mine, one of the world's largest high-quality
iron ore bodies. CSN also benefits from its modern production
facilities, vertical integration and access to low-cost labor.
The rating also factors in the concentrated nature of the
Brazilian steel industry, which limits competition based solely
upon price. In addition, transportation barriers minimize the
amount of steel imported into the Brazilian market. These
factors allow CSN to generate strong cash flows during troughs
in the steel cycle and in economic downturns in Brazil.

CSN ranks as one of the largest steel producer in Latin America
with annual production capacity of 5.4 million tons of crude
steel. CSN's fully integrated steel operations, located in the
state of Rio de Janeiro in Brazil, produce steel slabs and hot-
and cold-rolled coils and sheets for the automobile,
construction and appliance industries, among others. CSN also
holds leading market shares in the galvanized and tin-mill

CORNING INC: Reaffirms Forecast of Third Quarter Profitability
While outlining four key elements of a plan to provide a $400
million profit improvement in 2003, James B. Flaws, vice
chairman and chief financial officer, reaffirmed that Corning
Incorporated (NYSE:GLW) expects to return to profitability in
the third quarter this year. Flaws made his comments to
investors and financial analysts attending the Morgan Stanley
Semiconductor and Systems Conference in Dana Point, Calif.

Flaws said that the company continues to make significant
progress on its priorities to protect the financial health of
the company, restore profitability in 2003 and invest in its
future. He said, "We have been able to maintain access to cash
and liquidity, while reducing our debt levels substantially."
Corning had $2.1 billion in cash and short-term investments at
the end of 2002 and continues to have access to additional
capital through untapped credit lines. "We believe this is very
adequate to meet our ongoing operating needs," Flaws said.

                    Restoring Profitability

Flaws outlined four key elements of the company's plan to
restore operating profitability by the third quarter of this
year, including stable sales volume in optical fiber and cable,
significant cost reductions across the company's
telecommunications segment, continued growth in the Corning
Technologies segment and further reduced corporate spending.

Flaws said, "Although we believe in the long-term growth
prospects for telecommunications, we have not built our plan
around an industry recovery in 2003. There is some evidence that
the fiber and cable markets are stabilizing." He pointed out
that the company expects fiber and cable volumes to be stable
and price declines to continue, but at more moderate rates than
previously experienced.

Flaws reiterated that Corning's telecommunications segment
expects to see $300 million to $330 million of earnings
improvement this year on $200 million to $250 million of lower
revenue. He said that the real improvements in Corning's
telecommunications segment are the result of "the painful
restructuring actions we took last year. Eighty percent of the
cost reduction is the result of actions that will be completed
this quarter." He reminded investors that Corning has closed or
mothballed three optical fiber factories, cut overall optical
fiber manufacturing capacity by 50 percent from its peak in
2001, and made corresponding cuts in the company's global cable
capacity as well. Corning is also moving much of its hardware
and equipment capacity to countries with lower labor costs.

In the photonics business, Flaws told investors that Corning has
significantly narrowed its product line in 2002 and in early
2003, closed six facilities, drastically cut operating and R&D
expenses and streamlined the organization. As he previously
said, Flaws repeated, "Photonics is our only telecommunications
business that continues to burn significant cash. We are
exploring several strategic options including continuing to run
the business after having now narrowed the product line and
reducing cash burn; partnering the business in some form; or
exiting completely, which could include a sale of some or all of
the business's assets. We intend to make a decision no later
than mid-year."

Flaws told investors that Corning was pleased with the recent
Federal Communication Commission's ruling on broadband. "We
wanted the FCC in its triennal review to set a national policy
for relieving fiber to the home from unbundling and wholesale
pricing rules. This is exactly what the FCC did in its Feb. 20
ruling," he said. "We believe that this ruling will help the
Telecommunications industry tremendously over the long-term."

                  Display Technologies Growth

He reminded investors that Corning's Technologies segment
presents significant opportunity for growth and the company
expects these businesses to deliver $100 million to $120 million
in earnings improvement this year. This will be led by expected
strong sales of flat-panel glass for liquid-crystal displays, a
potential recovery in the semiconductor materials segment and
continued increases in sales of ceramic substrates for gasoline
and diesel engines.

"We think that today is the beginning of the golden age of LCD
and that glass demand could quadruple in the next eight years,"
Flaws said. Citing a dramatic increase in the market penetration
of LCD desktop monitors, continuing growth of notebook computers
and the emergence of LCD television as the drivers for the
growth, Corning expects 70 percent of all desktop computer
monitors to be LCDs by 2006, and notebook computers to represent
23 percent of all PCs sold this year. Flaws added, "LCD
television represents only one percent of the color television
market today, but new, larger screen sizes will drive market
penetration to nearly 10 percent by 2006." Corning expects
annual revenue growth for its Display Technologies business of
20 percent to 40 percent through 2006.

Flaws also discussed the company's growth opportunity in its
semiconductor materials business, where it is a leader in
optical components for microlithography for the semiconductor
market. Flaws said the company expects sales to recover in the
second half of 2003 and that the business could triple in size
over the next five years, with a 20 percent compound annual
growth rate.

               First-Quarter Guidance Reiterated

Flaws reiterated guidance for the first quarter, which was
previously announced on Feb. 7. Corning anticipates first
quarter revenues in the range of $700 to $730 million and a net
loss in the range of $10 million to $50 million, or $0.01 to
$0.04 per share, excluding gains on debt repurchases and
restructuring charges. Flaws also told investors that Corning
plans to recognize equity earnings of between $10 million and
$20 million from Dow Corning in the first quarter.

Flaws' presentation at the Morgan Stanley conference was webcast
and replays are available on Corning Incorporated's Web site at  

Established in 1851, Corning Incorporated (
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance display glass
and components for television, information technology and other
communications-related industries. The company also uses
advanced materials to manufacture products for scientific,
semiconductor and environmental markets.

                         *     *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its ratings on two synthetic
transactions related to Corning Inc., to double-'B'-plus from

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                      RATINGS LOWERED

           Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-28 Trust

     $12.843 million corning debenture-backed series 2001-28

                  Class     To        From
                  A-1       BB+       BBB-

          Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                  Class     To        From
                  A-1       BB+       BBB-

CT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
Debtor: CT Electronics, LLC
        771 Nepperhan Avenue
        Yonkers, New York 10703
        dba Circuit Techniques

Bankruptcy Case No.: 03-22349

Type of Business: The Debtor specializes in high-volume runs of
                  single and double sided PCBs (not plated-thru

Chapter 11 Petition Date: March 5, 2003

Court: Southern District of New York (White Plains)

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  Rattet & Pasternak, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax : (914) 381-7406

Estimated Assets: $50,000 to $100,000

Estimated Debts: $100,000 to $500,000

DELTA AIR LINES: Vanguard PRIMECAP Discloses 7.67% Equity Stake
Vanguard PRIMECAP Fund beneficially owns 9,464,700 shares of the
common stock of Delta Air Lines, which represents 7.67% of the
outstanding common stock of the Air Lines.  Vanguard PRIMECAP
Fund hold sole voting power over the stock.

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

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

DENVER'S OCEAN: Landry's Restaurants Pitches Best Bid for Assets
Through its winning bid of $13.6 million, Landry's Restaurants,
Inc. (NYSE: LNY), has been granted ownership rights to
Colorado's Ocean Journey, a 17-acre aquarium complex located in
Denver. In a public auction Landry's outbid Fla.-based Ripley
Entertainment in U. S. Bankruptcy Court proceedings.

"With Landry's recent development -- and successful -- opening
of Houston's first Aquarium, we are enthusiastic and confident
the Landry's organization can increase sales and revenue and
make Ocean Journey one of Colorado's premier destinations," said
Robert F. Hill, chairman of Ocean Journey.

The non-profit aquarium cost $93 million to build and opened in
1999. It attracted one million visitors during its first year of
operations. The aquarium filed for Chapter 11 reorganization in
April 2002 and had $62.5 million in debt at a high interest rate
which caused its bankruptcy. Under the protection of U.S.
Bankruptcy Court in Denver, the aquarium continued to operate
and remain open. It recently began accepting bids to assume
ownership of Ocean Journey.

More than 500 species are housed in the one million-gallon,
three story world-class attraction.

"We are so delighted with this tremendous opportunity to step in
and rescue this incredible aquarium, as well as ownership of its
17 acres of land," said Tilman J. Fertitta, president, chairman
and chief executive officer of Landry's Restaurants, Inc.

"Ocean Journey is considered to be one of America's top-tier
aquariums. Although the aquarium originally was created with an
educational focus, Landry's will bring a successful formula for
entertainment and family orientation. Landry's has long been in
the entertainment business and Ocean Journey will add to our mix
of exciting family destinations," added Fertitta.

The recently opened $38 million Downtown Aquarium is a
magnificent six- acre aquarium, entertainment and dining complex
that is serving to revitalize downtown Houston. With sweeping
views of downtown, it offers a public aquarium boasting 500,000
gallons of underwater tanks with 200 species of fish; Aquarium
Restaurant; Marina Matinee Cafe; the 6,000-square-foot Nautilus
Ballroom; The Dive Lounge; the spectacular Shark Voyage; the
aquatic-themed Carousel and Ferris wheel and C. P. Huntington
train; open-air plazas with dancing fountains, and amusements
for the entire family.

Landry's Restaurants, Inc., is one of the nation's largest and
fastest growing casual-dining, full-service restaurant and
entertainment chains. Publicly traded on the New York Stock
Exchange, Landry's owns and operates approximately 280
restaurants, including Landry's Seafood House, Joe's Crab Shack,
The Crab House, Rainforest Cafe, Charley's Crab, Willie G's
Seafood & Steak House, The Chart House and Saltgrass Steak
House, as well as Kemah Boardwalk, a magnificent 30-acre,
family-oriented themed entertainment destination. The company
employs 30,000 workers in 36 states.

Denver's Ocean Journey, Inc., filed for chapter 11 protection on
April 1, 2002 (Bankr. Colo. Case No. 02-14424).  Carl A. Eklund,
Esq., Charles D. Maguire, Jr., and Lawrence Bass, Esq., at
LeBoeuf, Lamb, Greene & MacRae, represents Ocean Journey.  
Steven T. Hoort, Esq., at Ropes & Gray, represents a group of
secured bondholders.   Ocean Journey, presented by Qwest, is the
Rocky Mountain Region's only aquarium.  The million-gallon
adventure allows visitors to come within inches of thousands of
fish, birds, invertebrates and mammals that rely upon water.  
More than 500 species are featured in re-creations of river-to-
ocean journeys, special touch pools and family activities. Ocean
Journey -- a not-for-profit organization with a mission to
inspire guests to discover, explore, enjoy and protect our
aquatic world -- is open 10 a.m. to 5 p.m. daily and maintains a
Web site at

DIVINE: Nasdaq to Knock-Off Shares Today over Bankruptcy Filing
divine, inc., (Nasdaq: DVIN) announced that The Nasdaq Stock
Market had notified divine that, as a result of its Chapter 11
Bankruptcy filing on February 25, 2003, the fifth character "Q"
was added to divine's trading symbol, changing the symbol from
DVIN to DVINQ at the opening of business on February 28, 2003.
In addition, divine has received notice that, in accordance with
Marketplace Rules 4300 and 4450(f), shares of divine's Class A
common stock will be delisted from The Nasdaq Stock Market as of
the opening of business on Thursday, March 6, 2003. This
delisting is a result of concerns about divine's Chapter 11
bankruptcy filing, its inability to continue to meet the listing
requirements of The Nasdaq Stock Market, and its failure to pay
its 2003 annual listing fees and certain fees incurred for
listing additional shares in 2002. divine does not intend to
appeal the delisting.

divine, inc., (Nasdaq: DVIN) is focused on extended enterprise
solutions. Through professional services, software services and
managed services, divine extends business systems beyond the
edge of the enterprise throughout the entire value chain,
including suppliers, partners and customers. divine offers
single-point accountability for end-to-end solutions that
enhance profitability through increased revenue, productivity
and customer loyalty. The company provides expertise in
collaboration, interaction and knowledge solutions that
enlighten, empower and extend enterprise systems. For more
information, visit the company's Web site at  

DORSET & NERVA: Fitch Keeps Watch on Low-B and Junk Ratings
Fitch Ratings has placed the following classes of notes issued
by the collateralized debt obligations (CDOs) listed below on
Rating Watch Negative:

    Dorset CDO Ltd.

     --  Class A 'B';  
     --  Class B 'CC'.  

    Nerva Ltd.

     -- Class A 'B'.

The aforementioned classes have been placed on Rating Watch
Negative due to the uncertainty of the timing and ultimate
resolution of current impaired assets and the continuing risk of
deterioration in their respective asset or reference pools.

Both of these transactions experienced impairment of certain
assets, which are expected to incur losses. The timing and
ultimate recovery value of many of these assets, whether held in
cash or synthetic form, is uncertain and may be below Fitch's
assumed recovery values. Each of these transactions also
contains certain assets that have experienced credit
deterioration but are not currently impaired. It is unclear
whether the credit quality of these assets has stabilized,
thereby increasing the risk that the collateral pools' credit
deterioration will continue.

Barclays Bank Plc arranged the above referenced transactions and
is portfolio manager in respect to Nerva Ltd. and portfolio
administrator in respect to Dorset CDO Ltd.. Barclays is also
the issuer of the Credit Linked Notes in Dorset CDO Ltd.'s
portfolio. As such, Barclays can replace reference obligations
in accordance to guidelines set forth in the CLNs' governing

Additionally, Nerva Ltd., contains significant holdings in other
Barclays arranged CDOs that have experienced deterioration in
the credit quality of their underlying assets. Through such
deterioration, these related party holdings contributed to the
ratings deterioration of Nerva Ltd.. The credit impairment and
deterioration mentioned above reflect exposures to certain
underperforming sectors including CDOs, aircraft
securitizations, and manufactured housing.

In order to provide additional information to investors in these
transactions, Fitch has listed on its web site the collateral or
reference pool for the substantial majority of Barclays arranged

DYNEGY INC: Names Carol F. Graebner as EVP and General Counsel
Dynegy Inc., (NYSE:DYN) has named Carol F. Graebner executive
vice president and general counsel. In this capacity, Graebner
is responsible for all of Dynegy's legal, regulatory and
government affairs activities. She will report directly to
Dynegy President and Chief Executive Officer Bruce A.

Graebner, 49, joins Dynegy from Duke Energy International, where
she served as senior vice president and general counsel,
responsible for providing all legal, regulatory and government
affairs services for the company's international merchant energy
business. Prior to joining Duke Energy International in 1998,
she served as general counsel for Conoco Global Power, Inc.

"Carol brings years of experience and a deep knowledge of the
legal aspects of the energy business, spanning oil and gas
exploration and production, midstream processing and electric
power," said Williamson. "We welcome her on board as Dynegy
continues to restructure and position itself for the future."

Graebner earned a bachelor's degree in international relations
from Dickinson College. She holds a law degree from the American

She replaces Kenneth E. Randolph, who is retiring after 18 years
with Dynegy.

"We thank Ken for his years of dedicated service and his many
contributions to Dynegy, the company's restructuring efforts and
the development of competitive energy markets," added
Williamson. "We wish him the best during his retirement."

Randolph said, "I am confident that Bruce and the rest of
Dynegy's senior management team will have continued success in
rebuilding Dynegy around its core energy businesses and that
Carol and the Dynegy legal team will continue to play a key role
in Dynegy's restructuring efforts."

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids and regulated energy delivery.
Through these business units, the company serves customers by
delivering value-added solutions to meet their energy needs.

Dynegy Holdings Inc.'s 8.75% bonds due 2012 (DYN12USR1) are
trading at about 61 cents-on-the-dollar, says DebtTraders. See  
real-time bond pricing.

ENCOMPASS SERVICES: Signs-Up Hunt Patton for Consulting Services
Hunt Patton & Brazeal, Inc. is a nationally recognized
consulting firm that provides services in the areas of strategic
planning, valuation analysis, growth consulting, restructuring,
and executive search, as well as merger and acquisition work.
Pursuant to an employment arrangement dated October 1, 2002,
Hunt Patton scouted for opportunities or contracts from
potential buyers to sell the Debtors' assets.  Hunt Patton
provided a conduit of information exchange and assisted in
arranging meetings between the Debtors and Hunt Patton's

Accordingly, Encompass Services Corporation and its debtor-
affiliates sought and obtained the Court's authority to employ
Hunt, Patton & Brazeal, Inc. as consultants in connection with
the sale of Encompass Design Group and Encompass Power Services

The Debtors will compensate Hunt Patton for its services by way

  (1) a $25,000 monthly retainer fee for a period of three
      months from the date of the engagement or until the sale
      transaction was consummated;

  (2) a transaction fee if a transaction is consummated.  The
      Transaction Fee is a cut from the total acquisition or
      purchase price of the asset sold but will not be less than
      $50,000.  Hunt Patton will receive the:

      (a) 5% on the first million dollars or less, plus;

      (b) 4% on the second million dollars or fraction, plus;

      (c) 3% on the third million dollars or fraction, plus;

      (d) 3% on the fourth million or fraction, plus;

      (e) 1% of the amount in excess of $4,000,000.

      The Transaction Fee is a requisite part of the asset sale.
      Hunt Patton will receive the Transaction Fee from the
      Debtors at closing of the transaction.

      In the event deferred payments represent some portion of
      the purchase price, and the deferred payments are
      contingent on future events, the Transaction Fee will
      apply to the deferred payments, and will be paid to Hunt
      Patton.  A promissory note indicating a fixed amount will
      be considered a deferred payment, and the Transaction Fee
      on that portion of the purchase price represented by the
      note will be payable as the note is paid.  If the deferred
      payment terms include interest payments, the basis for the
      Transaction Fee balance due Hunt Patton will be at a rate
      equivalent to that which is paid by the Contact to the

  (3) other fees as mutually agreed for additional acquisition
      support that the Debtors may request; and

  (4) reimbursement of travel, communication and other relevant

Hunt Patton Secretary John Williams, Jr., discloses that the
Debtors have retained the firm in January 2001 to perform
executive search work.  Before the Petition Date, the Debtors
also paid Hunt Patton a total of $50,000 for its analysis on
Encompass Design Group and Encompass Power Services.  Other than
that, Mr. Williams attests that Hunt Patton has no connection
with, and holds no interest adverse to, the Debtors, their
estates, their creditors, or any other interested parties in
these cases. (Encompass Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ENRON CORP: G. Russo Wants Nod to Hire Gardere Wynne as Counsel
Gavin J. Russo, General Manager of Enron Corporation's Ad
Valorem & Transaction Tax Group, seeks the Court's authority to
retain Gardere Wynne Sewell LLP as his counsel pursuant to
Sections 105(a), 327(e), 330, 331 and 363(b) of the Bankruptcy
Code and this Court's Order dated March 29, 2002, nunc pro tunc
to March 29, 2002.  Moreover, Mr. Russo asks the Court to permit
the payment of Gardere's reasonable legal fees and disbursement
of expenses with respect to the engagement.

Marla Thompson Poirot, Esq., at Gardere Wynne Sewell LLP, in
Houston, Texas, relates that the Harris County District
Attorney's Office initiated an investigation into the business
activities and property tax rendition practices of the Enron
Property Tax Department.  Due to Mr. Russo's position, the
Harris County District Attorney's Office requested to speak with
him regarding Enron's property tax rendition practices.

Prior to being interviewed by the District Attorney's Office,
Mr. Russo discussed individual representation for himself with
Enron's local attorneys at Andrews & Kurth, LLP.  Knowing that
Mr. Russo would need an attorney familiar with Texas criminal
law to assist him in connection with the Investigation, Ross
Rommel and Greg Waller of Andrews & Kurth suggested that Mr.
Russo contact Tom Hagemann of Gardere Wynne Sewell in Houston
for representation.

According to Ms. Poirot, Mr. Hagemann is an experienced white
collar criminal practitioner and has the requisite knowledge and
expertise regarding Texas criminal law and procedure to
represent an individual with respect to a local criminal
investigation. Swidler Berlin Shereff Friedman, LLP does not
have attorneys with the requisite expertise regarding Texas law
and Texas criminal procedure.  Thus, Swidler would not be
qualified to represent an individual with respect to a criminal
investigation by the Harris County District Attorney's Office.

Ms. Poirot tells the Court that Gardere and Mr. Russo entered
into a retainer agreement dated July 3, 2002.  Pursuant to the
Agreement, Gardere will represent Mr. Russo with respect to the
Investigation.  The Agreement also provides that Mr. Russo
agreed to pay Gardere's hourly billing rates at $400 for Mr.
Hagemann and $280 for Ms. Poirot.  Gardere will also charge the
Debtors with out-of-pocket expenses, including long distance
telephone services, facsimile and copying services, travel
costs, delivery and messenger messages, postage, filing fees and
disbursements to other service providers.

Ms. Poirot clarifies that although the Debtors will be
responsible for Gardere's reasonable fees and expenses, Gardere
represents Mr. Russo and his interests alone.  Hence, the
attorney-client relationship only exists and will continue to
exist solely between Mr. Russo and Gardere.  Gardere's ethical
responsibilities in connection with this matter will only run to
Mr. Russo and Gardere will only be obligated to act in
accordance with Mr. Russo's instructions, not those of the

Ms. Poirot contends that Gardere's retention is warranted

    (a) it is an employee benefit that is integral to the
        retention of key employees and the Debtors'

    (b) it facilitates the Debtors' interest and the public
        interest in full disclosure;

    (c) the March 29 Order sets forth the precise circumstances
        under which the Debtors should retain counsel other than
        Swidler for employees who are simply witnesses in the
        Investigation -- that is met in this instance:

        -- Mr. Russo has voluntarily turned over all relevant
           documentation in his possession;

        -- Mr. Russo has never been advised by the prosecutor
           that he is a target of the Investigation;

        -- at no time during his interview with Harris County
           Assistant District Attorney Lester Blizzard and other
           State agents did Mr. Russo refuse to answer any
           questions posed or invoked his Fifth Amendment
           privilege to refuse to testify; and

        -- Swidler does not have the requisite expertise in
           Texas law and criminal procedure to be able to
           appropriately represent Mr. Russo; and

    (d) Mr. Russo is a current employee of the Debtors.
(Enron Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 15 cents-on-the-dollar. See
for real-time bond pricing.

EOTT ENERGY: Asks Court to Okay Compromise with Kniffen, et. al.
Robert D. Albergotti, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that John H. Roam and Deborah K. Roam are the
named plaintiffs in a lawsuit captioned "John H. Roam and Wife,
Deborah K. Roam, et al vs. Texas New Mexico Pipe Line Company,
et al." in the 238th District Court, Midland County, Texas - the
Kniffen Litigation.  The Kniffen Litigation was brought on
behalf of numerous plaintiffs who have filed numerous proofs of
claims in these bankruptcy cases.

On the other hand, Bernard Lankford and Bette Lankford are the
named plaintiffs in a lawsuit captioned "Bernard Lankford and
Wife, Better Lankford v. Texas-New Mexico Pipe Line Company, et
al." in the County Court of Law in Midland County, Texas -- the
Lankford Litigation.  Mr. and Mrs. Lankford filed Proof of Claim
Nos. 7183 and 7182 against EOTT Pipeline for $1,664,000 each.

Jimmie T. Cooper and Betty P. Cooper are the named plaintiffs in
a lawsuit captioned "Jimmie T. Cooper and Betty P. Cooper et al
vs. Texas-New Mexico Pipe Line Company, et al." in the U.S.
District Court for the District of New Mexico.  Mr. and Mrs.
Cooper have filed Proof of Claim No. 7175 against EOTT Pipeline
for $3,120,000.  In addition, Mrs. Cooper has filed Proof of
Claim No. 7174 for $3,120,000.

Mr. Albergotti tells Judge Schmidt that the Debtors, Lehman
Brothers, Inc. or its designee and the Kniffen Claimants, the
Lankford Claimants and the Cooper Claimants have reached a
settlement that will amicably resolve all outstanding claims and
disputes between the Debtors and the Kniffen/Lankford/Cooper
Claimants.  The primary terms of the proposed Settlement

    (a) The Kniffen/Lankford Claimants will have a combined,
        aggregate allowed claim in these bankruptcy proceeding
        for $3,252,800.  The Cooper Claimants will have a
        combined allowed claim in these bankruptcy proceedings
        for $1,027,200;

    (b) On March 1, 2003, Lehman or its designee, will purchase
        the Kniffen/Lankford Claimants' claims at 45% of the
        $3,252,800 and will purchase the Cooper Claimants'
        claims at 45% of the $1,027,200;

    (c) Upon the total payment amounting to $1,926,000, the
        Kniffen/Lankford/Cooper Claimants will each release and
        fully discharge the Debtors from any and all claims,
        demands, causes of action, damages and liabilities with
        respect to their claims against the Debtors, as set
        forth in their lawsuits relating to remediation,
        restoration, clean-up or other environmental response
        measures on:

        -- all known claims against the Debtors, including those
           claims filed in the Debtors' bankruptcy proceeding
           and those relating to the pending litigation between
           the Kniffen/Lankford/Cooper Claimants and the
           Debtors; and

        -- all unknown claims for which the initial spill,
           discharge, release, leak of crude oil or other
           material first occurred on or before the date of the
           Court's approval of the final, executed Release
           Agreement.  Furthermore, it is specifically
           understood that the Cooper Claimants are only
           releasing the Debtors with respect to those spills
           and leaks allegedly caused by the Debtors at their
           Monument Ranch after May 1, 1999;

    (d) The Kniffen/Lankford/Cooper Claimants and the Debtors
        will retain and reserve all rights, claims and causes of
        action they have against the other parties named in the
        lawsuits, including, but not limited to Texas-New Mexico
        Pipe Line, Shell Pipeline Company, LP, Texaco Pipe Line
        Co., and any other entities, which may have liability
        for the released claims.  Provided, however, that the
        Debtors will not sell, assign, or in any manner transfer
        any of its rights or claims against Texas-New Mexico,
        Shell, Texaco or any other entity, which may have
        liability for the released claims, which affects the
        Kniffen/Lankford/Cooper Claimants' rights, claims and
        causes of action against Texas-New Mexico, Shell, Texaco
        and any other entitled which may have liability for the
        released claims; and

    (e) The Debtors will agree to the modification of the
        automatic stay to allow these cases to proceed without

        -- the Kniffen Litigation,
        -- the Lankford Litigation, and
        -- the Cooper Litigation.

Thus, the Debtors ask the Court, pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure, to:

    (a) approve the principal and material terms of the
        Settlement Agreement;

    (b) authorize the Debtors and the Kniffen/Lankford/Cooper
        Claimants to enter into the Settlement;

    (c) authorize the Debtors to execute the documents
        necessary, including the Release Agreement, to
        memorialize the terms of the Settlement and supplement
        the terms as necessary to effect the material terms
        contained in the Settlement;

    (d) provide that that Kniffen Claimants and the Lankford
        Claimants will have combined, aggregate unsecured
        Allowed claims in these bankruptcy cases totaling

    (e) provide that the Cooper Claimants will have a combined,
        allowed general unsecured claim for $1,027,200;

    (f) provide that, except as otherwise indicated in the
        Agreement, all Proofs of Claim filed by the
        Kniffen/Lankford/Cooper Claimants are disallowed;

    (g) order the Clerk of the Court to expunge the claims from
        the Court's registry; and

    (h) modify the automatic stay to allow the Kniffen
        Litigation, the Lankford Litigation and the Cooper
        Litigation to proceed as provided by the Settlement

The Debtors believe that the expense, inconvenience and delay
that would result from litigation would not be in the estates'
best interest. (EOTT Energy Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

ESSENTIAL THERAPEUTICS: Nasdaq Sets Panel Hearing for March 20
Essential Therapeutics, Inc., (Nasdaq: ETRX) said that a Nasdaq
Listing Qualification Panel hearing date has been set for
March 20, 2003, and the Company described its plans to divest of
a portion of its California operations.

On January 31, 2003, the Company announced the receipt of a
Nasdaq Staff determination letter indicating the Staff's
decision to delist the Company's securities from The Nasdaq
National Market due to the Company's failure to comply with the
Nasdaq National Market System listing criteria which require the
Company to maintain a minimum stockholders' equity of $10
million. The Company appealed the Staff's determination to the
Nasdaq Listing Qualifications Panel, and the delisting of the
Company's securities has been stayed pending the Panel hearing.
The hearing has been set for March 20, 2003.

The Company also announced that it has initiated discussions
with an entity that has expressed interest in acquiring a
portion of the Company's California operations, which may
include, certain of the Company's California facilities,
selected pre-clinical infectious disease programs and some of
the Company's approximately 55 employees based in California. In
the event that the Company is not able to secure a buyer for the
California operations by March 31, 2003, the Company intends to
phase out its California operations beginning on such date. The
Company's plan calls for the elimination of approximately 42
positions as of March 31, 2003. Some of the remaining employees
will assist with the shut-down of certain California facilities,
while the remainder of the employees will be asked to continue
with the Company until the completion of the Company's
collaborative agreement with Fujisawa Pharmaceutical Co., Ltd.
which is expected to conclude in the third quarter of 2003.

The Company also announced that it will continue its pre-
clinical proof-of-concept studies on a small molecule
therapeutic for wound healing applications and that development
of the Company's parenteral cephalosporin candidate, partnered
with Johnson & Johnson Pharmaceutical Research & Development,
LLC, which is in Phase 1 clinical trials will not be affected by
the shut-down of the California operations. The Company will
continue to evaluate its other programs.

"We find ourselves in a situation where it is imperative that we
focus the Company and its resources on those programs which
offer the greatest opportunities to create commercial value,"
commented Mark Skaletsky, Essential Therapeutics Chairman and
CEO. "While we are saddened by the circumstances that require us
to divest of our California operations and eliminate certain
positions and programs from the Company, we believe that the
decision to do so is critical to ensure that this Company has
the resources necessary to advance its wound healing program and
to successfully in-license opportunities that we believe will
offer the best opportunity to move Essential forward with the
funds the Company has available."

Essential Therapeutics, whose September 30, 2002 balance sheet
shows a total shareholders' equity deficit of about $12 million,
is committed to the development of breakthrough
biopharmaceutical products for the treatment of life-threatening
diseases. Essential Therapeutics is dedicated to commercializing
novel small molecule products addressing important unmet
therapeutic needs. Additional information on Essential
Therapeutics can be obtained at  

GEMSTAR-TV GUIDE: Nasdaq Filings Deadline Extended to Month-End
Gemstar-TV Guide International, Inc. (NASDAQ: GMSTE), has
previously received an extension to file with the SEC and Nasdaq
all necessary amended filings for fiscal 2000, 2001 and 2002,
including affirmative statements that the filings have been
reviewed and/or audited in accordance with SEC requirements
until March 31, 2003. The Company sought the extension in order
to align the filing date for its 2000 and 2001 amended filings
with its 2002 filing. The Company continues to anticipate filing
all of its required documents and certifications on March 31 as

Gemstar-TV Guide International, Inc., is a leading media and
technology company focused on consumer television guidance and
home entertainment. The Company's businesses include: television
media and publishing properties; interactive program guide
services and products; and technology and intellectual property
licensing. Additional information about the Company can be found

                           *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit and bank loan ratings on
Gemstar-TV Guide International Inc., to double-'B' from double-

Standard & Poor's said that all of the ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2002.

GENERAL MARITIME: S&P Assigns BB Corporate Credit Rating
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to General Maritime Corp.  At the same time,
Standard & Poor's assigned its 'B+' senior unsecured debt rating
to the company's proposed 10-year $250 million note offering.
The long-term rating outlook is stable. New York-based General
Maritime is engaged primarily in the ocean transportation of
crude oil and petroleum products. The company owns and operates
a fleet of 28 oceangoing vessels (23 Aframax tankers and 5
Suezmax vessels).

"Ratings on General Maritime reflect the company's favorable
business position as a large operator of midsize Aframax and
larger Suezmax petroleum tankers with a strong market share in
the Atlantic Basin, diversified customer base of oil companies
and governmental agencies, and fairly good access to liquidity,"
said Standard & Poor's credit analyst Kenneth L. Farer. "These
factors are offset by significant, but managed, exposure to the
competitive and volatile tanker spot markets and an aggressive
growth strategy," the analyst continued.

In January 2003, the company announced it would acquire the 19
vessels owned and operated by Metrostar Management Corp., for
$525 million, increasing General Maritime's fleet to 47 vessels
(28 Aframax tankers and 19 Suezmax vessels) with capacity equal
to about 6% of the world Aframax and Suezmax fleets. The
transaction is expected to conclude by April 30, 2003. This
acquisition expands General Maritime's scope of operations to
Europe, the Mediterranean, and the Black Sea, in addition to
increasing the total fleet cargo carrying capacity, with a small
decrease in the combined fleet's average age.

Tanker rates increased dramatically in the fourth quarter of
2002, reversing declines during the second half of 2001 and most
of 2002, and have remained high, reflecting a cold winter, war
premiums associated with a potential conflict with Iraq, and an
extension of transit time to supply North America due to the oil
company strike in Venezuela. Although rates may moderate from
the current high levels, industry fundamentals over the
near to intermediate term are expected to remain favorable.
Additional rate increases and long-term charter contracts for
quality modern tankers are possible due to environmental
concerns after the sinking of the tanker Prestige off the coast
of Spain. The global Aframax and Suezmax fleets are expected to
increase slightly over the next few years, since the delivery
schedule represents a somewhat higher percentage of the existing
fleet compared with the capacity of ships over 20 years old that
will likely be scrapped.

General Maritime's liquidity available under credit facilities
and fairly strong market position should enable the company to
maintain a credit profile consistent with the rating. Downside
risks are limited by the favorable near to intermediate term
industry fundamentals and General Maritime's solid market
position. However, dramatic improvements are unlikely due to an
aggressive growth strategy in a competitive and cyclical market.

GENTEK INC: Sues INA USA to Recover $2MM of Unpaid Obligation
Under the terms of certain purchase orders issued in accordance
with the Toledo Manufacturing Agreement dated November 14, 2000,
GenTek Inc., and its debtor-affiliates manufacture stamped
roller rocker arms and sell them to INA USA Corporation.  INA
owes $2,056,389 to the Debtors under this agreement.

On the other hand, the Debtors owe $883,074 to INA under the
terms of the INA Manufacturing Agreement.  INA manufactures
roller bearings and axles and sell them to the Debtors.

On February 25, 2003, the Debtors paid INA the $822,044
postpetition amount they previously withheld under the INA
Manufacturing Agreement.  The Debtors intend to timely perform
their postpetition obligations under executory contracts with

Accordingly, the Debtors seek a declaratory judgment that INA:

    (a) must timely perform its obligations under the executory
        contracts with the Debtors;

    (b) must pay all amounts presently due and owing to the
        Debtors under the existing contracts; and

    (c) owed the Debtors $2,056,389 as of October 11, 2002 under
        the terms of the Toledo Manufacturing Agreement and that
        amount remains unpaid and is presently due and owing to
        the Debtors.

The Debtors also ask the Court to issue a turnover order
directing INA to pay all indebtedness it presently owed under
the Toledo Manufacturing Agreement.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, explains that based on INA's
conduct to date, there is an actual controversy between the
Debtors and INA regarding their rights under the Toledo and INA
Manufacturing Agreements.  Mr. Chehi also argues that INA, as
the non-debtor party to both agreements, is compelled to fully
perform its contractual obligations during the pendency of these
Chapter 11 cases until and unless the executory contracts are
rejected. (GenTek Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GS MORTGAGE: S&P Assigns Low-B Ratings to Six Note Classes
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's $1.64 billion
commercial mortgage pass-through certificates series 2003-C1.

The preliminary ratings are based on information as of March 4,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying mortgage loans,
and the geographic and property-type diversity of the loans.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage ratio of
2.04x, a beginning loan-to-value ratio (LTV) of 72.5%, and an
ending LTV of 65.4%. Unless otherwise indicated, all
calculations in this report, including weighted averages, do not
consider the B note of each of the four A/B loans, which have
not been contributed to the trust.


GS Mortgage Securities Corp. II $1.64 billion commercial
mortgage pass-thru certs series 2003-C1

     Class               Rating           Amount ($)
     -----               ------           ----------
     A-1                 AAA             123,864,000
     A-2                 AAA             632,098,000
     A-3                 AAA             675,405,000
     X-1                 AAA        (a)1,645,250,145
     X-2                 AAA        (a)1,595,008,000
     B                   AA               55,527,000
     C                   AA-              16,452,000
     D                   A+               12,339,000
     E                   A                18,509,000
     F                   A-               12,339,000
     G                   BBB+             20,565,000
     H                   BBB              12,339,000
     J                   BBB-             12,339,000
     K                   BB+              12,339,000
     L                   BB                8,226,000
     M                   BB-               6,169,000
     N                   B+                6,169,000
     O                   B                 2,056,000
     P                   B-                4,113,000

          (a) Initial notional balance.

HANOVER COMPRESSOR: Q4 2002 Net Loss Widens to $75 Million
Hanover Compressor Company (NYSE:HC), the leading provider of
outsourced natural gas compression services, reported financial
results for the fourth quarter and year ended December 31, 2002.
During the fourth quarter of 2002, the company reviewed its
business lines and the board of directors approved management's
recommendation to exit and sell the company's California power
generation and certain used equipment business lines. The
results from these businesses are reflected as discontinued
operations and prior periods have been adjusted to reflect this
presentation. Additionally, in the fourth quarter, Hanover
consolidated the results of Belleli Energy S.r.l., for the first
time and recorded certain writedowns, asset impairments and
restructuring costs. A summary of these changes and charges to
the company's financial results is discussed below.

For the fourth quarter 2002, Hanover reported a net loss of
$74.9 million, or $0.93 per share.

           Fourth Quarter 2002 and Year End Summary

Fourth quarter 2002 revenue was $261.7 million compared with
$308.3 million for the fourth quarter 2001. Net loss for the
fourth quarter 2002 was $74.9 million compared with net income
of $12.0 million in the fourth quarter 2001. Loss from
continuing operations for the fourth quarter 2002 was $38.2
million, compared to income of $12.3 million a year earlier.
Included in the fourth quarter net loss was pre-tax charges of
$108.5 million ($52.2 million included in discontinued
operations and $56.3 million in unusual charges included in
continuing operations). EBITDAR (income from continuing
operations before interest expense, compressor leasing expense,
distributions on mandatorily redeemable convertible preferred
securities, income taxes, goodwill impairment, and depreciation
and amortization) for the fourth quarter was $46.4 million,
compared to $79.9 million for the same period a year earlier.
EBITDAR for the period includes $17.2 million of unusual
charges. Supplement II provides a reconciliation of EBITDAR to
net income.

For the year ended December 31, 2002, revenue was $1,028.8
million, a slight decrease from revenue of $1,041.0 million for
2001. For the year, Hanover reported a net loss of $116.1
million, or $1.46 per share, compared to net income of $72.4
million, or $0.94 per fully diluted share in 2001. Loss from
continuing operations was $74.8 million for the year, or $0.94
per share, compared to income of $69.6 million, or $0.91 per
fully diluted share in 2001. Included in the 2002 net loss was
$182.7 million in pre-tax unusual charges, ($74.2 million in the
second quarter as discussed in the company's Form 10-Q for that
quarter and $108.5 million in the fourth quarter). EBITDAR for
2002 was $249.0 million, compared to $295.2 million in 2001.
Included in EBITDAR for 2002 was $37.9 million in unusual
charges, $20.7 million in the second quarter and $17.2 million
in the fourth quarter.

"During the fourth quarter, we performed a full review of our
operations and lines of business and identified several areas
where we could improve our ongoing operating performance by
exiting non-core businesses and streamlining our fabrication
operations through the consolidation of facilities," said Chad
Deaton, President and Chief Executive Officer of Hanover. "While
the charges associated with this restructuring led to negative
fourth quarter and year end results, we believe these changes,
along with our increased focus on capital discipline, should
lead to improved operating performance. Looking at 2003, we are
cautiously optimistic that our customers' activity will continue
to build throughout the year."

               Discontinued Operations and Writedowns

In the fourth quarter 2002, Hanover recorded a pre-tax charge of
$52.2 million ($36.7 million, net of tax) to write down its
investment in discontinued operations to current estimated fair
market values. Discontinued operations include three power
generation projects in California and related inventory, and
certain of the company's used equipment divisions. Hanover
anticipates selling these assets in 2003.

Additionally, in the fourth quarter, Hanover recorded $56.3
million in pre-tax unusual charges. Included in these charges
were: (i) $34.5 million included in depreciation and
amortization expense for reductions in the carrying value of
certain idle units of the company's compression fleet that are
being retired and the acceleration of depreciation related to
certain plants and facilities expected to be sold or abandoned;
(ii) $4.6 million in goodwill impairment related to the
writedown of goodwill associated with the company's pump
division, which it plans to sell in 2003; and (iii) $17.2
million included in parts & service expense, selling, general
and administrative ("SG&A") expense, and other expense for
severance costs and bad debt reserves related to non-core

                     Revenue and Profit

Fourth quarter 2002 revenue declined 15% compared to fourth
quarter 2001 as growth in the international rental business was
more than offset by declines in the other business lines as
customers continued to reduce capital expenditures and defer
maintenance. International rental revenue increased by 9% over
fourth quarter 2001 to $46.1 million and gross margin improved
marginally to 62% from 61% a year earlier. The company continued
to experience strong international demand, with increased
activity in Latin America, particularly Mexico and Argentina
late in the year. In the fourth quarter 2002, international
rental revenue was negatively impacted by a $2.7 million
reduction in revenue related to disruptions to the company's
Venezuela operations in December caused by the unofficial
national strike in the country. Domestic rental revenue for the
quarter declined 6% from the fourth quarter 2001 to $79.3
million, with gross margin declining to 59% from 62% a year

The parts & service and fabrication business lines continued to
be impacted by the slowdown in capital spending by oil and gas
producers. Parts & service revenue for the fourth quarter
declined 29% from the fourth quarter 2001 to $51.0 million with
gross margin improving to 30% from 27% for the same period a
year earlier. Included in parts & service revenue for the
quarter was $9.1 million in used compression equipment sales,
with a 29% gross margin compared to $7.2 million in sales and a
11% gross margin for the fourth quarter 2001.

Compression fabrication revenue declined 48% from the fourth
quarter 2001 to $28.7 million with gross margin declining to 11%
from 14% a year earlier. Production & processing equipment
fabrication revenue for the quarter was $50.0 million and
resulted in a gross margin of 14%, compared to $48.3 million in
revenue and a gross margin of 17% for the same period in 2001.
Included in production & processing equipment fabrication
revenue and expense for the fourth quarter 2002 was the results
of Belleli. Excluding Belleli, production & processing equipment
fabrication revenue declined 28%, compared to the same period a
year earlier.

On November 21, 2002, Hanover increased its ownership in Belleli
to 51% and began consolidating its financial results. Belleli is
an Italian-based engineering, procurement and construction
company that primarily engineers and manufactures
desalinatization plants for use in Europe and the Middle East.
In the fourth quarter, Belleli contributed $15.5 million in
revenue, $13.7 million in operating expense, and $1.2 million in
SG&A expense.

Fourth quarter 2002 results were also impacted by higher SG&A
expense due to the charges discussed above, the inclusion of
Belleli's SG&A, and approximately $2.0 million in continuing
administrative and legal costs associated with the SEC
investigation and the company's restatement of its financial
statements. Depreciation and amortization expense for the
quarter increased to $68.8 million, compared to $28.2 million
for the same period a year ago. The increase in depreciation was
primarily due to $34.5 million in writedowns, partially offset
by the reduction in amortization expense of $3.7 million from
the adoption of FAS 142, and $3.7 million from the change in
estimated useful lives of certain types of compression equipment
which began in the third quarter 2001. Fourth quarter results
were positively impacted by a $6.7 million tax benefit resulting
primarily from the recognition of tax benefits related to
foreign exchange losses from the company's international

For the full year 2002, revenue declined by approximately 1%, as
declining revenue in the fabrication business lines was offset
by increased rental revenues. Domestic and international rental
revenue increased 22% and 45%, respectively, year to year, as
2002 results included the impact of owning Production Operators
Corporation for a full year. POI was acquired from Schlumberger
in August 2001. Parts & service revenue increased 4% over 2001
results, but gross margin decreased from 29% in 2001 to 20% in
2002 due to an inventory writedown in the second quarter 2002
and because a greater portion of the revenue in 2002 was
generated from used compressor sales which had a lower gross
margin. In 2002, parts & service revenue included $62.4 million
in used equipment sales at a 13% gross margin, compared to $28.0
million in 2001, with a 31% gross margin. Revenue in 2002 for
compression fabrication and production & processing fabrication
decreased by 49% and 19%, respectively, from 2001 revenue due to
weakness in the domestic market caused by lower drilling and new
well completion activity by oil and gas producers which resulted
in decreased capital spending by the company's customers in
2002. Gross margins for both business units in 2002 decreased as
well to 13% and 15% from 16% and 20%, respectively, in 2001 as
reduced fabrication activity put pressure on margins by having
less production to cover fixed overhead.

2002 results were negatively impacted, compared to 2001 results,
by increased interest and leasing expense resulting from
additional borrowings used for the POI acquisition and increased
leasing costs due to the delay in filing registration statements
related to the notes issued in connection with the company's
2001 compressor leases caused by the restatements of the
company's financial statements. SG&A expense was also higher in
2002 due to increased legal and administrative costs associated
with the restatement of the company's financial statements and
the SEC investigation.

                    Liquidity and Other

Hanover had capital expenditures of approximately $60 million in
the fourth quarter 2002 and approximately $242 million for the
full year. During 2002, the Company generated approximately $74
million in assets sales proceeds and at December 31, 2002, it
had approximately $157 million outstanding under its $350
million bank credit facility and approximately $19 million in
cash on its balance sheet. Effective December 31, 2002, Hanover
amended certain financial covenants under its bank credit
facility and certain operating leases financed with a group of
lenders to allow the company more flexibility in 2003 to meet
its short term liquidity needs and currently has approximately
$120 million in availability it can access under the bank credit
facility, based on current covenant constraints.

"In the second half of 2002, management increased the company
focus on improving capital expenditure discipline, and we were
able to reduce borrowings under our bank credit facility from a
peak of approximately $250 million at mid year to approximately
$157 million at year end, which was about equal with borrowings
at year end 2001," said John Jackson, Chief Financial Officer of
Hanover. "In 2003, our goal is to limit our capital expenditures
to less than our cash flow and to continue reducing debt with
excess cash flow and proceeds from asset sales."

Total compression horsepower at December 31, 2002 was 3,514,000,
including certain units from acquired companies that Hanover has
traditionally excluded from the rental utilization calculations
because these units require maintenance and upgrade to meet
Hanover's standards ("unavailable units"). Historically, Hanover
has reported horsepower utilization excluding unavailable units
but going forward the company will report on a total horsepower
basis. Hanover's compression horsepower utilization rate as of
December 31, 2002, on a total horsepower basis, was 78%,
compared to 80% at the end of the third quarter and 84% at
December 31, 2001.

In the fourth quarter 2002, the company analyzed its compression
fleet and determined that 217 units representing approximately
35,000 horsepower should be retired and scrapped or sold. The
company recorded a $18.9 million charge in the fourth quarter,
included in the unusual charges for the quarter, to write-off
these units.

At December 31, 2002, Hanover's third-party fabrication backlog
was approximately $88 million, a slight increase over year-end
2001 levels of $87 million. Compared to the third quarter 2002,
the Company's backlog increased by 24%.

Hanover Compressor Company -- is  
the global market leader in full service natural gas compression
and a leading provider of service, financing, fabrication and
equipment for contract natural gas handling applications.
Hanover sells and provides this equipment on a rental, contract
compression, maintenance and acquisition leaseback basis to
natural gas production, processing and transportation companies
that are increasingly seeking outsourcing solutions. Founded in
1990 and a public company since 1997, Hanover's customers
include premier independent and major producers and distributors
throughout the Western Hemisphere.

As reported in Troubled Company Reporter's November 18, 2002
edition, Standard & Poor's placed its ratings on Hanover
Compressor Co., ('BB' corporate credit rating) on CreditWatch
with negative implications, reflecting the company's
announcement that the SEC was changing the status of its review
of financial restatements to formal from informal.

DebtTraders says that Hanover Compressor's 4.750% bonds due 2008
(HC08USR1) are trading at about 70 cents-on-the-dollar. See  
real-time bond pricing.

HEXCEL CORP: S&P Rates Proposed $125M Senior Secured Notes at B
Standard & Poor's Rating Services said today it assigned its 'B'
rating to Hexcel Corp.'s proposed $125 million senior secured
notes due 2008 that are to be offered under SEC Rule 144a with
registration rights. At the same time, Standard & Poor's
affirmed its 'B' corporate credit rating on the advanced
structural materials manufacturer. The outlook is negative.

The proceeds from the proposed debt offering, in combination
with a portion of the proceeds from the sale of $125 million in
preferred stock to certain investors, will be used to refinance
and pay down the company's existing secured credit facility. The
remaining proceeds from the preferred stock sale will be used to
repay the subordinated notes maturing in August 2003. In
addition, Hexcel is arranging a new credit facility to meet
working capital needs. The notes are secured by substantially
all domestic property, plant, and equipment. The transactions
are expected to close simultaneously by the end of the first
quarter of 2003.

"The refinancing and preferred stock issuance will alleviate
near-term liquidity concerns regarding the return to stricter
bank covenants in the first quarter of 2003 and upcoming debt
maturities. Therefore, the outlook will likely be revised to
stable from negative after the transaction closes," said
Standard & Poor's credit analyst Christopher DeNicolo.

Ratings for Stamford, Conn.-based Hexcel reflect a very weak
financial profile, stemming from high debt levels and
unprofitable operations, which outweigh the company's
substantial positions in competitive industries and generally
favorable long-term business fundamentals. The firm is the
world's largest manufacturer of advanced structural materials,
such as lightweight, high-performance carbon fibers, structural
fabrics, and composite materials for the commercial aerospace,
defense and space, electronics, recreation, and industrial
sectors. The markets served are cyclical, but most have growth
potential where the company's materials offer significant
performance and economic advantages over traditional materials.

In the commercial aircraft market, accounting for about 45% of
Hexcel's revenues in 2002, weaker air traffic, losses at
airlines, grounded aircraft, passenger security concerns in the
aftermath of September 11, 2001, and a slow global economy will
constrain demand for new planes and, thus, for the company's
products. This downturn and continued weakness in the electronic
materials business will overshadow positive trends in some of
the firm's smaller markets, such as military aircraft, wind
energy, and soft body armor.

A substantial decline in the commercial aircraft business, which
could be prolonged, and a heavy debt burden will challenge
management in the intermediate term. Significant deterioration
in performance from current expectations or reduced financial
flexibility due to a failure to complete the proposed
refinancing and equity sale could lead to a downgrade.

HOLLYWOOD CASINO: S&P Ups Sr. Sec. Rating to B+ Following Merger
Standard & Poor's Ratings Services raised its ratings on
Hollywood Casino Corp.'s $310 million of 11.25% senior secured
notes and $50 million of floating rate senior secured notes to
'B+' from 'B'.

At the same time, Standard & Poor's withdrew its corporate
credit rating on the Dallas, Texas-based company. In addition,
all ratings were removed from CreditWatch where they were placed
on August 2002.

The rating actions follow the completion of the previously
announced merger between HWCC and Penn National Gaming Inc.
"Although HWCC's senior secured debt is not a direct obligation
of Penn National, Standard & Poor's is taking a consolidated
approach to the credits, given the economic and strategic
importance of the acquisition," said Standard & Poor's credit
analyst Michael Scerbo. He added, "However, Penn National has
called for redemption of the notes and Standard & Poor's will
withdraw its ratings if the notes are redeemed."

HOLLYWOOD CASINO: S&P Ratchets Credit & Sr. Sec. Ratings to CCC-
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings for Shreveport, Louisiana-based
Hollywood Casino Shreveport to 'CCC-' from 'CCC+'.

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/--), the indirect parent company of HCS, that
holders of the outstanding HCS bonds failed to provide the
required majority to consent to a waiver of the change of
control provision required under HCS' existing bond indentures.

As a result, given Penn National's comments 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, and Standard & Poor's belief that the
funding of the change of control repurchase on a stand-alone
basis by HCS is unlikely, the notes are vulnerable to
nonpayment. The ratings could be lowered further if HCS is
unable to fund the change of control repurchase obligation.

INSILCO HOLDING: Amphenol Pitches Best Bid for Assets at Auction
Insilco Holding Co., announced that Amphenol Corporation has
emerged as the successful bidder in a competitive auction for
the majority of Insilco Technologies, Inc.'s custom assembly
business assets for approximately $14 million, subject to
closing adjustments. The results of the auction will be
presented for approval by the United States Bankruptcy Court for
the District of Delaware at a hearing in Philadelphia, PA, on
March 7, 2003.

Because there were no competitive bids submitted for the
Company's other going concern assets, the Bankruptcy Court will
be asked to approve the sale of those assets pursuant to
previously announced contracts. Specifically, Bel Fuse Ltd. has
agreed to purchase the passive components business for
approximately $35 million; SRDF Acquisition Company LLC, a
private investor group, will purchase the stamping assets for
approximately $13 million; LL&R Partnership, a private investor
group, will purchase the North Myrtle Beach custom assembly
business for approximately $1.7 million. Insilco Technologies,
Inc. has also agreed to sell the Ireland-based custom assembly
business to that facility's general manager, Mr. Stephen
Bullock, for approximately $850,000.

The closing of the transactions remain subject to, among other
things, customary closing conditions and Bankruptcy Court

Insilco Holding Co., and certain of its domestic subsidiaries,
filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code on December 16, 2002, with the stated intention
to facilitate the planned sales of the going concern assets of
the Company.

Insilco Holding Co., through its wholly-owned subsidiary Insilco
Technologies, Inc., is a leading global manufacturer and
developer of a broad range of magnetic interface products, cable
assemblies, wire harnesses, high-speed data transmission
connectors, power transformers and planar magnetic products, and
highly engineered, precision stamped metal components.

Insilco maintains more than 1.5 million square feet of
manufacturing space and has 21 locations throughout the United
States, Canada, Mexico, China, Ireland and the Dominican
Republic serving the telecommunications, networking, computer,
electronics, automotive and medical markets. For more
information visit the Company's sites at

INTEGRATED DATA: External Auditors Express Going Concern Doubt
Integrated Data Corp. is a non-operating U.S. parent company
with subsidiaries in the U.S., United Kingdom and Italy.  IDC
holds proprietary technology for digital transmission of data
utilizing radio frequencies transmitted by FM radio stations.

On October 23, 2002, the Company's Plan of Reorganization was
approved by the United States Bankruptcy Court and became
effective on November 12, 2002.  The Company continues to
operate from its Conshohocken (suburban Philadelphia), PA
headquarters.  As part of the Plan of Reorganization, the
Company changed its name from Clariti Telecommunications
International, Ltd. to Integrated Data Corp. and the Delaware
Secretary of State accepted this change of the Company's
Certificate of Incorporation, effective November 20, 2002.  Also
under the Plan, the Company implemented a reverse stock split
converting each 100 shares into 1 share of IDC common stock.

Additionally, the Company formed C3 Technologies, Inc. a wholly
owned subsidiary and Delaware Company, to manage its
technologies and intellectual property.

For Fiscal second quarter 2003, the Company incurred net income
of $3,321,000, on $25,000 in revenue as compared to a net loss
of $769,000, on no revenue in Fiscal first quarter 2002.
Excluding extraordinary gain on discharge of indebtedness, the
Company incurred a net loss of $314,000, on $25,000 in revenue
as compared to a net loss of $769,000, on no revenue in Fiscal

For Fiscal first quarter 2003, net loss from continuing
operations was $314,000 as compared to $769,000 in Fiscal first
quarter 2002.  The $444,000 reduction in loss from continuing
operations was primarily due to the decrease in general and
administrative expenses offset by an increase in depreciation
and amortization expenses.  In addition, the Company operated
with limited expenses due to the Chapter 11 proceedings, which
extended into Fiscal second quarter 2003.

For the Fiscal Six Months 2003, the Company incurred net income
of $3,489,000, on $25,000 of revenue as compared to a net loss
of $3,607,000, on no revenue for the Fiscal Six Months 2002.
Excluding gain on discharge of indebtedness, the Company
incurred a net loss of $486,000, on $25,000 in revenue in Fiscal
Six Months 2003 as compared to a net loss of $3,607,000, on no
revenue in Fiscal Six Months 2002.

At December 31, 2002, the Company had a working capital deficit
of $1,383,000 (including a cash balance of $1,000) as compared
to a working capital deficit of $5,711,000 (including a cash
balance of $5,000) at June 30, 2002.  The working capital
increase of $4,328,000 is primarily due to the $3,635,000 in
extraordinary gain on discharge of indebtedness as a result of
closing Chapter 11 proceedings and an extraordinary gain on
discharge of indebtedness of $340,000 associated with the
closing of the Chapter 7 proceedings for RadioNet

The Company has no firm commitments for funding after
December 31, 2002. The Company has historically relied
principally on equity financing to meet its cash requirements
and expects to find the process of raising equity capital
extremely difficult. These matters raise substantial doubt about
the ability to continue as a going concern. There can be no
assurances that such funding will be generated or available, or
if available, on terms acceptable to the Company.

KAISER ALUMINUM: New Debtors Ask Court to Fix April 30 Bar Date
To complete the reorganization process and make distributions
under any reorganization plan confirmed in these cases, the Nine
New Kaiser Aluminum Corporation Debtor-Affiliates require among
other things, complete and accurate information regarding the
nature, validity and amount of claims that will be asserted in
their Chapter 11 cases.

The New Debtors are:

    * Alpart Jamaica Inc.,
    * KAE Trading, Inc.,
    * Kaiser Aluminum & Chemical Canada Investment LTD.,
    * Kaiser Aluminum & Chemical of Canada LTD.,
    * Kaiser Bauxite Co.,
    * Kaiser Center Properties,
    * Kaiser Export Co.,
    * Kaiser Jamaica Corporation, and
    * Texada Mines Ltd.

However, because they filed for Chapter 11 almost a year after
the 17 existing Debtors and only a few weeks before the 17
Debtors' deadline for filing proofs of claim, the New Debtors
were not be included in the current bar date.  For this reason,
the New Debtors ask the Court to establish new deadlines for
filing proofs of claims against them:

A. General Bar Date

    The New Debtors anticipate that they will serve on known
    entities holding potential prepetition claims notice of the
    new Bar Dates and a proof of claim form on or before
    March 24, 2003.  Accordingly, the New Debtors propose to fix
    April 30, 2003 as the general bar date by which all entities
    holding prepetition general claims must file proofs of
    claims.  The proposed Bar Date will provide potential
    holders of General Claims against the New Debtors with more
    than one month to prepare and file their claims.

B. Rejection Bar Date

    The New Debtors expect that some entities may assert claims
    in connection with the New Debtors' rejection of executory
    contracts and unexpired leases.  For any claims relating to
    a New Debtor's rejection of a contract or lease that is
    approved by the Court before the confirmation of the
    applicable New Debtor's reorganization plan, the New Debtors
    suggest that the affected party to the contract may file
    rejection damage claims on or before the later of the
    General Bar Date or 30 days after the date of the Rejection
    Order is entered by the Court.  The New Debtors will
    indicate the Rejection Bar Date in any Rejection Order.

C. Amended Schedule Bar Date

    The New Debtors have not yet filed their schedules of assets
    and liabilities and statements of financial affairs but
    expect to do so by March 17, 2003.  Nevertheless, in the
    event a New Debtor amends its Schedules to reduce the
    undisputed, noncontingent and liquidated amount or change
    the nature or classification of a claim, the New Debtors
    propose that the affected claimant will have until the later
    of the General Claims Bar Date or 30 days after a notice of
    the Schedules amendment is served on the claimant.

These entities are required to file proofs of claim on or before
the General Claims Bar Date:

    (a) any entity whose prepetition General Claim against a New
        Debtor is not listed in the applicable New Debtor's
        Schedules or is listed as disputed, contingent or
        unliquidated and that desires to participate in any of
        these Chapter 11 cases or share in any distribution in
        any of these Chapter 11 cases; and

    (b) any entity that believes that its prepetition General
        Claim is improperly classified in the Schedules or is
        incorrectly listed and that desires to have its General
        Claim allowed in a classification or amount other than
        that identified in the Schedules.

These entities need not file proofs of claim by the General
Claims Bar Date:

    (1) any entity that already has properly filed a proof of
        claim against one or more of the New Debtors;

    (2) any entity whose claim against a New Debtor is not
        listed as disputed, contingent or unliquidated in the
        Schedules and that agrees with the nature,
        classification and amount of its claim as identified in
        the Schedules;

    (3) any entity whose claim against a New Debtor previously
        has been allowed by, or paid pursuant to, a Court order;

    (4) any entity holding an administrative expense claim
        against any New Debtor's Chapter 11 case; and

    (5) any of the Debtors or their non-debtor subsidiaries,
        including any of the New Debtors that hold claims
        against one or more of other New Debtors.

The proposed Bar Dates will not apply to personal injury claims
associated with exposure to asbestos.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any entity that fails to file a proof of claim by the
applicable Bar Date will be forever barred, estopped and
enjoined from:

    -- asserting any General Claim that:

         (i) exceeds the amount, if any, that is identified in
             the Schedules as undisputed, noncontingent and
             liquidated; or

        (ii) is of a different nature or classification than any
             General Claim identified in the Schedules --
             Unscheduled Claim; or

    -- voting on, or receiving distributions under, any
       reorganization plan in these Chapter 11 cases with
       respect to an Unscheduled Claim.

The New Debtors also ask the Court to approve the form and
manner of notice of the Bar Dates.  The New Debtors will serve a
Bar Date notice package on all known entities holding potential
prepetition General Claims against them.  The Notice Package
will be mailed by first class United States mail, postage
prepaid. The Bar Date Notice Package will consist of a Bar Date
Notice and a proof of claim form substantially in the form of
Official Form No. 10.

The New Debtors inform the Court that the Proof of Claim Form
has been modified, and may be further modified in certain
limited respects, to accommodate the claims process in these
cases.  The Proof of Claim Form will state, along with the
claimant's name:

   (i) whether the General Claimant's claim is listed in the
       Schedules and, if so, the New Debtor against which the
       General Claimant's claim is scheduled;

  (ii) whether the General Claimant's claim is listed as
       disputed, contingent or unliquidated; and
(iii) whether the General Claimant's claim is listed as secured,
       unsecured or priority.

If a claim is listed in the Schedules in a liquidated amount
that is not disputed or contingent, the dollar amount of the
claim will also be identified on the Proof of Claim Form.  Any
entity that relies on the information in the Schedules will bear
responsibility for determining that its claim is accurately
listed.  For any claim to be validly and properly filed, the New
Debtors advise that a signed original of a completed Proof of
Claim Form, together with any accompanying documentation
required by Bankruptcy Rules 3001 (c) and 3001(d), must be
delivered to the New Debtors' claims and noticing agent, Logan &
Company, at the address identified on the Bar Date Notice so as
to be received no later than 5:00 p.m., Eastern Time, on the
applicable Bar Date.

All filed proofs of claim must:

    (a) be written in English;

    (b) be denominated in lawful U.S. currency, based on the
        exchange rate in effect as of 7:00 a.m. (Eastern time)
        on January 14, 2003; and

    (c) conform substantially with the Proof of Claim Form.

The New Debtors propose to permit the General Claimants to
submit proofs of claim in person or by courier service, hand
delivery or mail.  Proofs of claim submitted by facsimile or e-
mail will not be accepted.  Proofs of claim will be deemed filed
when actually received by Logan.  If a General Claimant wants to
receive an acknowledgement of Logan's receipt of a proof of
claim, the General Claimant must include in its original proof
of claim:

    (1) a copy of the original proof of claim; and

    (2) a self-addressed, stamped return envelope.

The New Debtors further note that those entities asserting
General Claims against more than one New Debtor are required to
file a separate proof of claim with respect to each New Debtor.
The New Debtors explain that if the entities are permitted to
assert claims against more than one New Debtor in a single proof
of claim, Logan may have difficulty maintaining separate claims
registers for each New Debtor.  The New Debtors may be required
to object to a proof of claim to clarify the proper New Debtor
liable for the amounts identified in the claim.  Additionally,
the New Debtors also require the entities to identify on each
proof of claim the particular debtor against which the claim is
asserted.  Identifying the liable debtor will greatly expedite
the New Debtors' review of proofs of claim in these cases.

The New Debtors also intend to provide a supplemental notice to
the General Claimant by publishing notices of the Bar Dates on
or before April 11, 2003 in:

    * the national edition of The Wall Street Journal;

    * the local London, Ontario edition of The London Free
      Press; and

    * the local Jamaican edition of The Daily Gleaner.

The supplemental notice will also ensure that entities with
unknown potential General Claims will receive notice of the Bar
Dates.  The New Debtors relate that the Publication Notice will

    -- a website address where potential General Claimants may
       download the Proof of Claim Form and related
       instructions; and

    -- a toll-free number where potential General Claimants can
       seek additional information with respect to filing
       General Claims. (Kaiser Bankruptcy News, Issue No. 23;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   

KEMPER INSURANCE: Fitch Junks Financial Strength Rating at CC
Fitch Ratings has downgraded the insurer financial strength
ratings of three primary insurance underwriters of the Kemper
Insurance Companies to 'CC' from 'B+'. Additionally, Fitch has
downgraded the $700 million of surplus notes issued by group
member Lumbermens Mutual Casualty Company to 'C' from 'CCC'. All
ratings have been removed from Rating Watch Negative.

The rating actions follow recent announcements by the company
regarding operating results and future strategic initiatives.

Fitch's concerns regarding the financial condition of KIC are
evidenced by the decline in consolidated policyholders' surplus
to approximately $1.0 billion at year-end 2002 from
approximately $1.5 billion at year-end 2001. The decline was
primarily caused by adverse prior year loss development,
additional funding obligations for KIC's pension plan, and
significant realized investment losses.

Included in these concerns is the increasing likelihood that
interest payments on Lumbermen's surplus notes may not be made
as scheduled, as the next interest payment is due in June 2003.
The reduction in capital reported at year-end 2002 strains an
already thin capital base that is heavily levered.
Policyholders' surplus at Lumbermens is currently estimated at
$700 million at year-end 2002. This is comprised entirely of the
surplus notes, which represents financial leverage of 100%, and
is far greater than industry peer ratios which are typically in
the 25%-30% range.

Given the regulatory oversight of surplus notes payments, and
the organization's strained capital position, Fitch is concerned
that Lumbermens will have difficulty maintaining minimum capital
requirements. Therefore, KIC could experience difficulties in
maintaining approvals from regulators to pay interest on its
surplus notes.

Further, Fitch believes that ultimate principal repayments on
the surplus notes may be unlikely. Fitch believes that
policyholders' surplus could still be negatively impacted by
adverse development of asbestos & environmental claims that
would further weaken KIC's capital profile. Reported
policyholders' surplus already benefits by an estimated $380
million after-tax due to cessions through finite reinsurance
contracts and specially allowed reserve discounting as
represented in year-end 2001 regulatory financial statements.
Capital may be further strained by the repurchase of a $125
million minority equity investment in a KIC subsidiary company
that was made by Berkshire Hathaway in 2002. Closing of the
transaction is expected in the first quarter of 2003. Fitch
believes that the repurchase of the Berkshire investment will
adversely impact KIC's capital and liquidity position.

Additionally, KIC announced its intention to sell certain lines
of its existing business to a new company capitalized primarily
by private equity funds. The transaction will include KIC's
middle market offerings, the core underwriting operations of
KIC. Management believes that once this transaction has closed,
the company will cease underwriting activities except as
necessary to meet existing obligations. Fitch views this
announcement as evidence of KIC's financial uncertainty and is
concerned that potential restructuring and execution risk may
cause additional operating challenges.

KIC reported an operating loss of $76 million in 2002 in an
improving underwriting environment. This disappointing result
suggests that troubles continue to surround the underwriting
capabilities of the organization.

Fitch will closely monitor KIC's operations in the near term
including a review of year-end regulatory statements and will
make swift actions when additional information has been made

            Insurer Financial Strength Ratings

      -- Lumbermens Mutual Casualty Co. downgrade 'CC'.

      -- American Motorists Insurance Co. downgrade 'CC'.

      -- American Manufacturers Mutual Ins. Co. downgrade 'CC'.

                  Surplus Note Rating

      -- Lumbermens Mutual Casualty Co. downgrade 'C'.

KEMPER INSURANCE: S&P Keeps Watch on Low-B & Junk Ratings
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on the members of the
Kemper Insurance Cos. Intercompany Pool to 'B+' from 'BB+'. The
ratings remain on CreditWatch with negative implications, where
they were placed on February 18, 2003.

At the same time, Standard & Poor's said its 'CCC' rating on
Lumbermens Mutual Casualty Co. surplus notes remains on
CreditWatch with negative implications.

"The rating action was attributable to the decision to cease
underwriting activities except as necessary to meet existing
obligations, fourth-quarter adverse loss reserve development,
and significant deterioration in policyholders surplus," said
Standard & Poor's credit analyst Frederic Sklow.

On March 3, 2003, Kemper announced a $312 million net loss for
2002, versus net income of $121 million in 2001. The decline was
driven by $450 million of adverse reserve development, most of
which was recognized in the fourth quarter. This action reduced
the Kemper pool's policyholder surplus to $1 billion at year-end
2002 from $1.5 billion as of September 30, 2002. In response to
the deterioration in capital adequacy, Kemper's board has
directed the pool to cease underwriting activities except as
necessary to meet existing obligations. As a significant element
of this transaction, Kemper intends to sell the renewal rights
to the ongoing book, which consists primarily of small and
middle market business, to a consortium of investors led by
Securitas Capital LLC. These lines generated about $1 billion in
gross premiums in 2002.

The risk-based capital ratio of parent company Lumbermens is
down to about 80%, which is approaching the mandatory control
level of 70%. The company's policyholder surplus fell by $570
million, to $697 million at year-end 2002 from about $1.3
billion the prior year. The decline in surplus would have been
greater had it not been for a $190 million benefit to surplus
generated by retroactive reinsurance contracts. The cumulative
benefit of these contracts was $349 million, which offset the
$(352) million unassigned funds position. The capital base of
the company now consists solely of surplus notes carried at $698
million. Prospectively, surplus remains vulnerable to potential
further adverse loss development, charge-offs and/or slowdown in
payments of reinsurance recoverables, and additional write downs
of affiliated investments.

Standard & Poor's expects to resolve the CreditWatch status of
the ratings following receipt of additional information
concerning management's plans for running off the existing
liabilities, including projected cash flows available to fund
the orderly runoff of the Kemper Pool liabilities. Another
rating factor will be the response of the state insurance
regulators to Kemper's  2002 results.

KEMPER INSURANCE: Net Loss Widens to $312 Million in 2002
The Kemper Insurance Companies posted a year-end 2002 net loss
of $312 million, compared with net income of $121 million in
2001. Year-end consolidated surplus fell to $1.0 billion, a
reduction of approximately $475 million from Kemper's 2001 year-
end surplus of $1.5 billion.

"Three main factors contributed to our surplus decline," said
David B. Mathis, Kemper chairman and CEO. "One was substantial
adverse prior year loss development on past business,
principally from 1999 and earlier. Another was a reduction in
our surplus that we were required to record during 2002 as
additional funding obligations for the pension plan. And,
finally, significant realized capital losses and a drop in
investment income in 2002 in part reflect the decline in the
general capital markets and also reflect losses and write-offs
from company investments in various business ventures."

In view of the company's current situation, and the likelihood
of additional rating actions, Kemper's board of directors has
approved several actions, including the following:

     --  As previously announced, Kemper has arrived at an
agreement-in-principle to sell certain lines of its existing
businesses to a new company capitalized by private equity funds
managed by Securitas Capital, LLC, a private equity investment
firm affiliated with Swiss Re; The Cypress Group L.L.C.; Gilbert
Global Equity Partners; and some members of Kemper's existing
management team.  

     --  The transaction will include Kemper's middle market
offerings, such as workers' compensation, package, auto and
umbrella in support of these lines, marine and small business
accounts, professional liability business for architects and
engineers, the Ohio-based Greatland operations and Kemper's
fidelity and ERISA bond operations. The new unaffiliated company
will operate under the Kemper name, retaining the value of the
Kemper franchise.  

     --  At the same time, Kemper is developing its claim and
insurance services platform to sell its capabilities
independently to current and new customers. These services
include claim management; medical and disability management;
loss control services to control workers' compensation;
liability and property insurance costs; and legal bill audit
services. This services platform will operate under National
Loss Control Service Corporation (NATLSCO, Inc.), a subsidiary
of Kemper, which soon will begin discussions with investors
interested in equity stakes in this service company. Kemper
intends to retain a level of ownership in the new services
company as well.  

     --  Finally, once the commercial lines transaction has
closed, the company will cease underwriting activities except as
necessary to meet our existing obligations, including those
related to our former personal lines business. Going forward,
Kemper will focus on expanding opportunities for the services

"The transaction around our middle market, small business and
related specialty lines will support our efforts to enhance our
services platform as a third party administrator," said Mathis.
"Looking ahead, we will become a much smaller organization.
However, there will be opportunities for many employees with the
new commercial lines company, with the services platform and in
facilitating an orderly withdrawal from lines of business that
we are exiting."

Kemper Insurance Companies is a premier provider of property and
casualty insurance services headquartered in Long Grove, Ill.

KMART CORP: Wants to Assign Store #3344 Lease to K-MER LLC
On December 30, 2002, Spencer Management LLC notified Kmart
Corporation and its debtor-affiliates that it has struck an
agreement to assign an unexpired nonresidential real property
lease for Store No. 3344 in Kentwood, Michigan to K-MER LLC.  
Spencer is the designation rights purchaser solely with respect
to the Store No. 3344 Lease.

To comply with their obligations under the Designation Rights
Order, the Debtors now seek the Court's authority to assume and
assign the Kentwood Store Lease to K-MER.  The Debtors lease the
premises under a real property lease with Hanover Kent Inc. on
December 1, 1975.

The Debtors assert that the proposed transaction will reap
benefits for the estates.  By agreeing to Spencer's assignee,
the Debtors will receive $1,000,000 pursuant to their
Designation Rights Agreement.  The Debtors will also avoid
continuing costs on a lease at a location they no longer
operate.  They will also avoid rejection claims.

The Debtors estimate that the amount necessary to cure defaults
under the Lease is:

           Claim Type                              Amount
           ----------                              ------
           2001 prepetition real estate taxes     $46,373
           2001 prepetition CAM charges             5,392
           2002 prepetition CAM charges             1,532
                           Total                  $56,050

The Debtors further report that $49,070 in real estate taxes for
year 2002 became due on February 14, 2003.  Of this amount,
$2,823 represents prepetition obligations and $46,247 represents
postpetition obligations.

If there is no dispute over the Cure Claims, the Debtors will
pay the Cure Claims in connection with the assumption and
assignment of the Lease.  If there is a dispute, the Debtors
will pay the undisputed portion of the Cure Claim to the
designated party and deposit the disputed portion in an escrow
account or other commercially reasonable arrangement.  The
Debtors will resolve the dispute either consensually or with
Court intervention.

The Debtors believe that Hanover Kent's interest to its property
is adequately protected with the transaction.  The Debtors will
compensate Hanover Kent for any pecuniary loss.  There is also
adequate assurance that K-MER will continue to perform under the
terms of the Lease.  K-MER will sublet the property to other
retail store operators.  The Debtors also note that K-MER is a
joint venture participated by Hanover Kent.  Accordingly,
Hanover Kent has consented to the assignment.

              TLM Realty Objects To Cure Claim

TLM Realty Corp. alleges that there are disputed cure amounts,
which the Debtors must escrow.  TLM Realty is the managing agent
for Kentwood Michigan Realty LLC, the owner of the Kentwood
Shopping Center where Kmart Store No. 3344 is situated.

TLM Realty informs the Court that, as of February 1, 2003, an
additional $7,434 in penalties, interest and administrative fees
became due on the unpaid prepetition real estate taxes.  TLM
Realty also seeks assurance that the taxes for 2002 will be
timely paid by the Debtors.  TLM Realty fears that the Debtors
will not pay the $2,823 prepetition taxes.  TLM Realty also
notes that there is a $748 discrepancy for the 2002 prepetition
CAM charges, which the Debtors fail to indicate.

Should the Court approve the proposed lease assignment to K-MER,
TLM Realty insists that the Debtors be required to pay the 2002
real estate taxes and place $11,005 in escrow to represent the
disputed cure amount to be resolved later. (Kmart Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,

LECTEC CORP: Dec. 31 Working Capital Deficit Stands at $1 Mill.
LecTec Corporation (OTCBB:LECT) reported that net sales for the
year ended December 31, 2002, decreased 41.4% to $6,852,000 from
$11,698,000 for the year ended December 31, 2001. Approximately
75% of the year-over-year net sales decline was attributable to
the sale of the Company's conductive products division in 2001.
Conductive products net sales represented approximately $671,000
(or 9.8%) of total net sales for 2002 and $4,316,000 (or 36.9%)
of total net sales for 2001.

The net loss for 2002 was $2,603,000, compared to net earnings
for calendar 2001 of $70,000. Excluding the gain and
restructuring charge related to the 2001 sale of the conductive
products division, the Company had a net loss of $4,288,000 for
the year ended December 31, 2001. Gross profit as a percentage
of net sales for 2002 was 23.9% compared to 23.4% for the prior

Net sales for the fourth quarter of fiscal 2002 were $1,741,000,
an 18.5% decline from net sales of $2,135,000 in the fourth
quarter of 2001. Contract manufacturing sales grew 12.6% to
$1,577,000 in the fourth quarter of 2002 from the comparable
period in 2001 due to a strong cough cold season. Consumer
products revenues declined due to the reduction in the number of
TheraPatch(R) products offered and the repositioning of the
NeoSkin(R) brand for the direct-to-consumer distribution
channel. The Company had a net loss for the fourth quarter of
fiscal 2002 of $658,000, down compared to the net loss for the
prior year fourth quarter of $1,373,000. Gross profit for the
fourth quarter of 2002 declined as compared to fourth quarter
2001 due to the aforementioned TheraPatch and NeoSkin product

LecTec's total operating expenses (excluding the 2001
restructuring charge) fell 40.3% from prior year levels to
$4,132,000 for the fiscal year ended December 31, 2002, due to
effective cost cutting and management initiatives focused on
reducing expense levels. Sales and marketing expenses decreased
56.0% for the year ended December 31, 2002 to $1,413,000 from
$3,213,000 in the prior year due to reduced promotional
expenses. General and administrative expenses declined 19.5% for
the year ended December 31, 2002 to $2,227,000 from $2,765,000
in the prior year due to head count reductions and cost control
measures. Research and development expenses decreased 47.9% for
the year ended December 31, 2002 to $492,000 from $945,000 in
the prior year due to head count reductions.

The Company's December 31, 2002 balance sheet shows a working
capital deficiency of about $1 million, while total
shareholders' equity drops further to about $967,000.

"This past year was the most difficult year the company has
faced, as a result of the slumping economy and the concerns it
caused our contract manufacturing and retail customers,"
commented Rodney A. Young Chairman, CEO and President. "It was a
year where for the first five months we had significantly lower
revenues from our contract business. However, during the year we
took actions necessary to maintain our operations and compliance
procedures and continue to supply products to our contract
manufacturing customers and retail channels. It was necessary to
ask our contract manufacturing partners to pre-pay orders to
help meet our cash requirements. We reduced our work force by
more than 60% and eliminated all discretionary sales and
marketing expenses, as well as reduced our inventory in an
effort to properly position us for the future. In the second
half of the year, we changed our strategy of launching and
maintaining new products under our own brand, which required
significant marketing investments, to aggressively expanding our
efforts to establish contract manufacturing and licensing
relationships with large pharmaceutical and skin care
companies," Young stated.

"I am pleased to report that last year wasn't all about
struggling to survive. There were also some very positive
outcomes in 2002. We saw the expansion of our cough cold vapor
patch technology into Mexico and Canada by our largest contract-
manufacturing customer. We also established new distribution for
our TheraPatch brand products into several international
markets. And on top of already strong relationships and
interactions with our contract-manufacturing partners, we
received even stronger collaboration and support," commented

"We look forward with excitement based on the fact that we have
entered into a number of confidentiality agreements to explore
new product development and new market opportunities with
potential contract-manufacturing and co-development partners in
the U.S. and Europe. The majority of these companies sought us
out based on our patents, our reputation as OTC and skincare
patch experts and our presence in the U.S. retail channels. We
feel we are well positioned to lead, in connection with our
partners, the further growth and development of the OTC patch
technology market, which has already demonstrated, on average, a
146% annual increase over the past 3 years (Information
Resources Inc. data February 2003). As we drive toward executing
our contract manufacturing and licensing strategy, we are
aggressively continuing our efforts to attract an appropriate
strategic investor, partner, or acquirer to take advantage of
our patented advanced skin interface technologies," Young

LecTec is a health care and consumer products company that
develops, manufactures and markets products based on its
advanced skin interface technologies. Primary products include a
full line of over-the-counter therapeutic patches for muscle
aches and pain, insect bites, minor skin rashes, cold sores,
coughs due to colds and minor sore throats, psoriasis, and its
new products NeoSkin Rejuvenation and TheraPatch Sinus &

LNR PROPERTY: Fitch Rates $200M Convertible Sr. Sub Notes at BB-
Fitch Ratings has assigned a 'BB-' rating to LNR Property Corp's
5.5% $200 million contingent convertible senior subordinated
notes. The notes have a final maturity of 2023 and are pari
passu with LNR's existing senior subordinated debt. Although
notes do not become redeemable at noteholder option until
2010,LNR will have the option to redeem them beginning in 2008.

Fitch views the issuance as constructive as it adds to LNR's
unsecured capital base and adds another level to the company's
funding diversity. The yield of the notes, at 5.5%, is
significantly lower than LNR's existing senior subordinated
debt. Additionally, the long tenor of the notes will push LNR's
weighted average debt maturity out to 4.5 years (how calculated
at put date or final maturity).

Fitch views the use of proceeds as neutral from a rating
perspective. LNR announced that approximately 50% of the
proceeds will be used to repurchase stock, an action that will
dilute unencumbered assets. While LNR's stock buy back is
consistent with is repurchase program, Fitch is, in general,
more comfortable with the redemption of equity through retained
earnings than the use of incremental leverage.

Fitch has noted weaknesses in the composition of LNR's
unencumbered asset base as it includes significant repositioning
property and partnership equity components. However, LNR's
internal capital formation rate combined with the partial use of
proceeds to repay a mix of senior unsecured and secured debt
help to offset concerns.

Based in Miami, Florida with roots dating to 1969, LNR
underwrites, purchases, and manages real estate and real estate
driven investments. LNR has also developed one of the premier
CMBS special servicer franchises in the U.S., with a market
share of 18% at the end of 2002. LNR primarily seeks investment
opportunities where it can purchase assets at a discount and
utilize its due diligence, repositioning, asset management, and
workout expertise to improve cash flows and profitability.
Specifically, activities include the development or purchase of
office buildings, apartment buildings, affordable housing
communities, retail space, investments in subordinated
commercial mortgage backed securities, and mortgage and real
estate backed loans.

LONGVIEW ALUMINUM: Files for Chapter 11 Protection in Delaware
Officials at Longview Aluminum confirmed that the company filed
a petition for voluntary Chapter 11 bankruptcy protection in
Federal Court in Delaware.

Today's Chapter 11 filing follows the company's successful
efforts last week to receive a temporary restraining order
prohibiting the Bonneville Power Administration and its
Executive Director Steven Wright from terminating the aluminum
smelter's power and transmission contracts pending further order
of the Court. Longview Aluminum officials, including Chairman
Michael Lynch, have long acknowledged that ensuring access to a
long-term supply of affordable power and transmission would be
key to our ability to profitably operate the smelter.

"Since receiving the injunction last week, we've been meeting
with our team of advisors to investigate every remedy and
alternative available to us," said Lynch. "Finally, we
determined that the Chapter 11 filing and reorganization would
be our best path to restarting this smelter, protecting this
asset, preserving these jobs and contributing to the economic
welfare of the region."

Longview Aluminum Chairman Michael Lynch expressed frustration
with the lack of consistency in the power buy-back agreements
BPA negotiated with other aluminum companies in the region,
including global industry behemoth Alcoa. Unlike Longview
Aluminum's contract with BPA, many of these agreements included
"easy out" clauses which allow companies unencumbered exemption
from their contractual "take or pay" obligation should they be
able or choose to secure alternate power sources. Such options
were never presented to Longview Aluminum.

"BPA's inconsistent and uneven enforcement of its power buy-back
agreements was a major factor in our decision," acknowledged
Lynch. "Their misguided energy policy has resulted in a
deindustrialization of this region and, if allowed to continue,
will only result in more manufacturing job loss and economic

Longview Aluminum is a high-purity aluminum smelting facility in
Longview, Washington.

LONGVIEW ALUMINUM: Case Summary & 20 Largest Unsec. Creditors
Debtor: Longview Aluminum, L.L.C.
        20 So. Clark Street
        Suite 850
        Chicago, Illinois 60603
Bankruptcy Case No.: 03-10642

Type of Business: The Debtor is a high-purity aluminum smelting

Chapter 11 Petition Date: March 4, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: James E. O'Neill, ESq.
                  Pachulski, Stang, Ziehl, Young, Jones &
                   Weintraub PC
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax : 302-652-4400

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pension Benefit of Guaranty                        $30,000,000
Roger Relersen
Office of the General Counsel
122 K Street, N.W.
Washington, DC 20005

Bonneville Power Admin.     Transmission           $16,000,000
Alan Penschke
PO Box 3621
Portland, OR 97208-3621

Alcoa Corporate Center                             $6,000,000     
Irene Schmidt
201 Isabella St. at 7th St.
Pittsburgh, PA 15212

McCook Bankruptcy Estate                            $3,000,000
Joseph Baldi
4900 S. First Avenue
McCook Illinois 60525  

Cowlitz County ReaL                                 $1,000,000
Estate Tax Assessor
Ronald Marshall
312 S.W. 1st Street
Kelso, WA 98626

Bonneville Power Admin.                             $1,029,688
PO Box 2784
Portland, OR 97228-2784

Eugene Tkalutch & Associates                          $230,475    

SGL Carbon                                            $140,000

Dept. Ecology Air (State                               $45,253
of WA)        

Fidelity Investments                                   $34,339

Power Resource Managers LLP                            $19,394

Pacific States Industrial                              $17,694

Delta Dental of VA                                     $11,870

Pension Benefit Guaranty                               $11,267

IGI Resources Inc.                                      $8,854

GE Global Asset                                         $5,000

Dept. of Ecology                                        $4,984

ADP Payroll Wires & Service                             $2,590

Pioneer                                                 $2,374

LTV CORP: Court Clears Stipulation Resolving Use of Tax Refunds
The LTV Corporation and its debtor-affiliates, the Official
Committee of Unsecured Creditors, the Official Committee of
Noteholders, and the Term Lenders, obtained the Court's approval
of a Stipulation regarding use of Copperweld's Tax Refund.

As previously reported, the Job Creation and Worker Assistance
Act of the Internal Revenue Code provides that the two-year net
operating loss carry-back period is extended to five years for
any net operating loss arising in any taxable year ending during
2001 or 2002.  As a result of this carry-back extension,
Copperweld Corporation is entitled to carry back certain of its
2001 net operating losses to its 1997 taxable year, generating a
refund claim of approximately $7.5 million.

The pertinent terms of the Stipulation are:

      (1) Copperweld and The LTV Corporation will jointly file
          an Application for Tentative Refund.

      (2) The LTV Corporation shall have control rights over the
          Joint Refund Application, including authority to:

             (i) supervise the filing of the Joint Refund
                 Application; and

            (ii) any attendant procedures.

      (3) Notwithstanding the grant of authority to The LTV
          Corporation, the Joint Refund Application will
          identify Copperweld as the party entitled to receive
          direct payment of the refund proceeds, and will
          direct the Internal Revenue Service to pay the refund
          proceeds directly to Copperweld.

      (4) The LTV Corporation must act only after consultation
          with Copperweld, and may not waive, alter, amend,
          adjust, defer, set off, or otherwise compromise the
          refund claim or proceeds with the prior written
          consent of Copperweld, or the entry of a court order.

      (5) Once received, Copperweld will hold the refund
          proceeds received under the Joint Refund Application
          in a segregated interest-bearing account, and may not
          use the funds for any purpose.

      (6) Unless any party commences any litigative matter
          within 30 days of the receipt of the refund proceeds
          contesting Copperweld's right to retain the refund
          proceeds, or all of the parties agree, the refund
          proceeds shall be deemed to be the property of
          Copperweld Corporation and will not be subject to any
          claim by any Debtor or other entity, and Copperweld
          will no longer be required to segregate and hold the
          funds, but may use the funds for general business

      (7) If a litigative matter is timely commenced, then
          Copperweld will continue to hold all refund proceeds
          in the segregated, interest-bearing account and will
          not use the funds for any purpose until a court
          determines the entitlement to the proceeds.

      (8) In the event a litigative matter is timely begun,
          the filing of the Joint Refund Application and the
          receipt of the proceeds by Copperweld will not
          prejudice the rights, if any, of any party to claim or
          assert that a Debtor other than Copperweld is entitled
          to receive or recoup proceeds, nor prejudice the
          rights of Copperweld to reject any contract that may
          give rise to such a claim. (LTV Bankruptcy News, Issue
          No. 45; Bankruptcy Creditors' Service, Inc., 609/392-

MATTRESS DISCOUNTERS: Chapter 11 Reorganization Plan Confirmed
The U.S. Bankruptcy Court for the District of Maryland
(Greenbelt Division), confirmed Mattress Discounters
Corporation's plan of reorganization. Both the company's secured
and unsecured creditors voted overwhelmingly in favor of the
Company's plan. The Company expects the plan to become effective
on or about March 14, 2003. When the plan becomes effective,
Mattress Discounters will emerge from Chapter 11 with a new
ownership structure and a new Board of Directors.

Steve Newton, President and Chief Executive Officer said "We
have always described this as a 'fast-track' process and, after
less than five months in Chapter 11, it is gratifying to see
such a high acceptance level for our plan. It is a real tribute
to our employees that over 90% of the creditors voting had
sufficient faith in our team, and our Company, to vote in favor
of the plan. Our emergence from bankruptcy, along with the
recent new dealership agreements that we have signed with Sealy
and Simmons, will put us in an extremely strong position for the

Mattress Discounters was the pioneer of the specialty Sleep Shop
industry when it opened its first stores in 1978. "This is a
tremendous way to celebrate our 25th anniversary year, and we
are delighted to take such a positive step forward," said
Newton. "Our emergence, along with adding the new, exclusive
Simmons Beautyrest 'Spa Collection' to our product range, puts
us in a superb position to take advantage of our many strengths
over the coming year."

Mattress Discounters is headquartered in Upper Marlboro,
Maryland, and operates their own manufacturing plant along with
over 100 stores. Employing almost 600 people, they were the
original pioneer of the specialty Sleep Shop concept. With 25
years in business, they are one of the most experienced and
largest specialty mattress retailers in the USA.

MCSI INC: Wooing Creditors to Allow Covenant Amendments
MCSi, Inc., (Nasdaq:MCSI) reported a net loss of $189.0 million
for the fourth quarter ended December 31, 2002. For the year
ended December 31, 2002, the loss from continuing operations was
$175.5 million and the loss from discontinued operations was
$47.0 million, resulting in a net loss of $222.5 million.

The Company indicated that management is continuing to work with
the Company's independent accountants to finalize the audit for
the fiscal year ended December 31, 2002, and expects to complete
the work related to the audit over the next few weeks.

Included in the quarter end and year end net loss is a non-cash
charge of $161.7 million related to impairment of goodwill
associated with the Company's annual goodwill impairment
assessment. Also included in Cost of Sales and Selling, General
and Administrative Expense are certain charges related to
supplier realignment, inventory value decline, legal expenses,
and account and note receivable reserves.

Operating results for the three months ended December 31, 2002
are as follows:

-- Net sales for the fourth quarter of 2002 were $105.2 million
   versus $113.6 million in the prior year period.

-- Operating loss including goodwill impairment and certain
   other charges for the fourth quarter was $210.9 million,
   compared to operating income of $2.0 million for the same
   period in the prior year.

Operating results for the twelve months ended December 31, 2002
are as follows:

-- Net sales for the year ended December 31, 2002 were $499.0
   million, versus $560.5 million in the prior year period.

-- Operating loss including goodwill impairment and certain
   other charges for the year ended December 31, 2002 was $183.1
   million, compared to operating income of $36.8 million for
   the same period in the prior year.

The Company reported that, as a result of its financial results
for the fourth quarter, it is in violation of certain financial
covenants under its existing secured credit facility. The
Company is in discussions with its lenders regarding a waiver of
the defaults and an amendment of certain financial covenants. No
assurance can be given that the Company will reach an agreement
with its lenders or that the terms of any waiver or amendment
will be acceptable to the Company. In such event, the lenders
will be entitled to exercise certain remedies, including an
acceleration of all amounts due under the credit facility. As of
December 31, 2002, the balance outstanding under the credit
facility, net of offsetting cash reserves of $6.7 million, was
approximately $113.3 million.

As previously announced, the Company is under investigation by
the United States Securities and Exchange Commission and has
received a subpoena from the SEC seeking production of
documents. The Company intends to cooperate fully with the
investigation, and cannot now predict the course or outcome of
the investigation or whether additional information will be
sought. In addition, the Company and MCSi's Chief Executive
Officer, President and Chairman of the Board Michael E. Peppel,
and its Chief Financial Officer and Vice-President, Ira H.
Stanley, were named as defendants in several class action suits
alleging violations of federal securities laws. "MCSi and its
officers strongly deny the allegations of wrongdoing made in the
lawsuits, and we intend to vigorously defend ourselves against
the claims made," stated Mr. Peppel.

MCSi has emerged as the nation's leading systems integrator of
state-of-the-art presentation and broadcast facilities. MCSi's
foresight and ability to converge three key industries:
audio-visual systems, broadcast media and computer technology,
combined with design-build and engineering expertise, computer
networking and configuration services, an extensive product
line, and quality technical support services, has given MCSi a
distinct advantage in the systems integration marketplace and
has contributed to the dramatic growth of the Company.

MCSi's scalable solutions address clients at every level of the
business transaction continuum. Products and services are
available directly through the Company and its sales
specialists, many of whom provide enterprise-wide solutions
and/or work exclusively with clients on strategic and strong
relationships maintained with manufacturers and technology
leaders. With the largest selection of audio-
visual/presentation, computer, and office automation products
and the legacy of technical support and field service at various
locations across the U.S.A. and Canada, MCSi's customers are
provided with a unique value that extends beyond the product.
MCSi's products are also provided over a robust business-to-
business e-commerce platform. Additional information regarding
MCSi can be obtained at  

NATIONAL CENTURY: FirstMerit Gets Stay Relief to Sell Aircraft
FirstMerit Bank, NA, a creditor of National Century Financial
Enterprises, Inc., seeks relief from the automatic stay and from
any other stay or order imposed by this Court to sell or
transfer a 2000 Hawker 800XP Aircraft and two Allied Signal
TFE731-5BR-1H Engines.

Robert A. Bell, Jr., Esq., at Vorys, Sater, Seymour & Pease, in
Cleveland, Ohio, recounts that National Century Financial
Enterprises, Inc. leased the Aircraft from FirstMerit pursuant
to a Lease Agreement Intended for Security dated December 14,

Prior to the Petition Date, Mr. Bell reports, the Debtors
committed multiple defaults under the Lease:

    (a) by initiating the process of liquidating its assets,

    (b) by intending to divest itself of its assets,

    (c) by failing to maintain a tangible net worth which is no
        less than $58,058,250,

    (d) when it became insolvent,

    (e) when it commenced one or more acts which amounted to a
        business failure or winding up of its affairs,

    (f) when it ceased doing business as a going concern, and

    (g) by failing to furnish the appropriate financial reports.

On November 15, 2002, FirstMerit exercised its right under the
Lease and repossessed the Aircraft from NCFE.  FirstMerit is
currently in possession of the Aircraft.  Mr. Bell adds that
from the Petition Date, NCFE has failed to express any interest
in regaining possession of the Aircraft.

Mr. Bell argues that FirstMerit is entitled to immediate relief
from the automatic stay pursuant to Section 362(d) of the
Bankruptcy Code because:

    (a) the relief is necessary to reduce and further eliminate
        the irreparable damage to the Aircraft and to
        FirstMerit's ability to sell as the Aircraft's value is
        depreciating daily.  FirstMerit can command a higher
        price for the Aircraft if it can sell it quickly.  A
        higher price reduces FirstMerit's deficiency claim to be
        filed in these cases, thereby benefiting NCFE and other
        creditors of the estate;

    (b) NCFE does not have any equity in the Aircraft; and

    (c) the Aircraft, being a luxury jet, is certainly not
        necessary for an effective reorganization of NCFE.

                         *   *   *

With the Debtors' agreement, Judge Calhoun Jr. grants
FirstMerit's request on these terms:

    (a) The automatic stay imposed by Section 362 of the
        Bankruptcy Code, and any other stay imposed by the
        Court, is lifted in accordance with the terms of this

    (b) FirstMerit Bank is authorized to immediately sell or
        transfer the 2000 Hawker 800XP Aircraft and two Allied
        Signal TFE731-5BR-1H Engines, Serial Nos. P107499 and

    (c) NCFE will take whatever actions, as requested by
        FirstMerit, to assist FirstMerit in transferring the
        Aircraft to a third-party, including releasing interest,
        if any, which NCFE may have in the Aircraft as granted
        by law or at equity or otherwise;

    (d) FirstMerit will take all responsibility for insuring the
        Aircraft and take all reasonable steps, as requested
        by NCFE, to assist in obtaining its insurance refund
        with respect to the prior insurance coverage of the

    (e) NCFE will not take any position within this or any other
        legal proceeding with the position that FirstMerit is
        the sole owner of the Aircraft and that title of the
        Aircraft is vested in FirstMerit;

    (f) FirstMerit will use commercially reasonable means and
        attempt to obtain the highest possible price in selling
        or otherwise transferring the Aircraft; and

    (g) NCFE currently owes approximately $10,687,000 plus other
        fees and costs, including attorney's fees, associated
        with the repossession and reselling of the Aircraft, to
        FirstMerit.  Should any proceeds of any sale of the
        Aircraft not fully satisfy NCFE's Debt, the remaining
        unsatisfied portion of NCFE's Debt will be an unsecured
        non-priority claim, and filed by FirstMerit in this
        case, against the Debtors' bankruptcy case.  Should the
        proceeds of any sale of the Aircraft exceed the amount
        of NCFE's Debt, the amount will be disbursed to NCFE or
        FirstMerit as provided in the Lease. (National Century
        Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

NEXTEL COMMS: Solid Operating Performance Spurs S&P's B+ Rating
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on wireless service provider Nextel Communications
Inc., and revised the outlook to stable from negative. This
action was based on the company's solid operating performance in
a highly competitive industry and lower financial leverage,
despite substantial debt still on the balance sheet.

Reston, Virginia-based Nextel had total debt of about $12.5
billion at the end of 2002.

"Despite the weak economy in 2002, Nextel maintained strong net
subscriber additions, industry-leading average revenue per user,
and low churn," Standard & Poor's credit analyst Michael Tsao
said. "The solid operating performance and cost control allowed
Nextel to grow annual revenues by 24%, expand its EBITDA margin
to 38% in the fourth quarter of 2002 from 29% in the fourth
quarter of 2001, and generate about $122 million in free cash
flow for 2002."

Standard & Poor's said EBITDA growth, along with the use of
about $843 million in cash and the issuance of about 173 million
shares of common stock to retire about $3.2 billion in aggregate
face value of debt and preferred obligations in various
privately negotiated transactions, allowed Nextel to lower its
debt-to-annual EBITDA leverage substantially to about 3.9x at
the end of 2002 from about 7.8x at the end of 2001.

By effectively targeting a market niche and offering a highly
differentiated service, Nextel is likely to maintain good
operating metrics and further improve its financial risk profile
assuming no significant deterioration in the economy. However,
the degree of improvement could be constrained by factors such
as wireless number portability, intense competition, and
technology risks.

Nextel Communications' 12% bonds due 2008 (NXTL08USR2) are
trading at about 50 cents-on-the-dollar, says DebtTraders. See
for real-time bond pricing.

NORTEL NETWORKS: Wins $36-Million China Mobile Contract
China Mobile, the largest wireless carrier in the People's
Republic of China, has selected Nortel Networks
(NYSE:NT)(TSX:NT) to expand its GSM (Global System for Mobile
Communications) digital cellular network in Hebei province under
a contract estimated to be worth approximately US$36 million.
Network expansion is planned for completion by mid-2003.

The upgrade -- to be based on Nortel Networks Univity GSM access
and core network solutions -- will position China Mobile to
increase network capacity in Hebei province by 1.8 million
subscribers. In addition, the contract provides for introduction
and implementation of both GPRS (General Packet Radio Service)
and EDGE (Enhanced Data Rate for GSM Evolution) to support
migration to a rich set of wireless data services.

EDGE is designed to deliver wireless packet data -- on average
three times faster than GPRS -- for Web browsing, streaming
audio and video, multimedia messaging, location-based services,
m-commerce, Virtual Private Networks and other wireless

"Nortel Networks is proud to have been chosen once again by
China Mobile to implement this major GSM network upgrade," said
Robert Mao, president and chief executive officer, Greater
China, Nortel Networks. "This expansion will enhance China
Mobile's offering in Hebei province by enabling delivery of new,
revenue-generating services to a much larger subscriber base
while positioning China Mobile to drive reduced operating

Univity Wireless Data Networks leverage Nortel Networks
leadership in capacity, reliability, and spectral efficiency.
Univity products will also position China Mobile to seamlessly
evolve to a converged voice and data packet network, and to
drive reduced costs.

Nortel Networks has deployed wireless networks in 17 of China's
31 provinces -- and supplied GSM digital infrastructure
equipment to China Mobile in eight provinces, including Hebei,
Shaanxi, Tianjin, Xinjiang, Guizhou, Anhui, Liaoning, and Hunan.
In Hebei province, the working relationship between Nortel
Networks and China Mobile dates back to 1995. Since then, Nortel
Networks has been actively involved in construction of Hebei's
GSM network and subsequent expansions.

Globally, Nortel Networks has deployed 80 GSM/GPRS networks in
more than 50 countries and is supplying GSM/GPRS systems to
enable Wireless Data Network services for more than 30 operators
around the world. Nortel Networks is the industry's only
supplier with Wireless Data Networks operating in all three
advanced technologies -- GPRS, CDMA2000 and UMTS.

China Mobile currently operates exclusively self-funded
subsidiaries in 18 provinces of China. Mainly supplying mobile
telephony, data, IP (Internet Protocol) telephony and multimedia
services, China Mobile also provides Internet, fax, data,
handset banking, Global Access WAP and a host of other value-
added services in addition to basic voice. More information on
China Mobile is available at  

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

NRG ENERGY: ABN AMRO Bank Accelerates about $1-Billion of Debt
On February 27, lenders to NRG Energy, Inc., a wholly owned
subsidiary of Xcel Energy (NYSE:XEL), accelerated approximately
$1 billion of NRG's debt under a 364-day revolving credit
agreement, rendering the debt immediately due and payable.

Based on discussions with the revolving credit lenders, it is
NRG's understanding that the administrative agent, ABN AMRO Bank
N.V., issued the acceleration notice to preserve certain rights
under the revolving credit agreement. NRG believes that the
administrative agent intends to forbear in the immediate
exercise of any rights and remedies against the company.

NRG Energy operates power generating facilities worldwide. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
U.S. Company headquarters are located in Minneapolis.

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at about 89 cents-on-the-dollar, says DebtTraders. See  
real-time bond pricing.

NTELOS INC: Cooperative Finance Discloses $84-Mill. in Exposure
National Rural Utilities Cooperative Finance Corporation
announced that one of its borrowers, NTELOS Inc., has filed for
Chapter 11 bankruptcy protection in the United States Bankruptcy
Court for the Eastern District of Virginia, Richmond Division.

CFC has a total of $84 million in senior secured loans
outstanding to NTELOS as part of a syndicated bank financing
that closed in July 2000. NTELOS has approximately $660 million
in total debt outstanding to its creditors including
approximately $286 million of secured debt. NTELOS' filing is
not material to the current operations or financial condition of

NTELOS is a diversified telecommunications service provider to
customers in Virginia, West Virginia, Kentucky, Tennessee and
North Carolina. NTELOS (NASDAQ: NTLO) is headquartered in
Waynesboro, Virginia.

CFC is a private, not-for-profit finance cooperative that serves
the nation's more than 1,000 electric cooperatives and over 500
rural telecommunications companies. Rural telecommunications
lending is done through CFC's controlled affiliate, Rural
Telephone Finance Cooperative. With more than $20 billion in
assets, CFC provides its member-owners with an assured source of
low-cost capital and state-of-the-art financial products and

NTELOS INC: S&P Drops Credit Rating to D over Bankruptcy Filing
Standard & Poor's Ratings Services lowered its corporate credit
rating on diversified telecom provider NTELOS Inc., to 'D' from
'SD' following the company's Chapter 11 bankruptcy filing.

At the same time, Standard & Poor's rating on the Waynsboro,
Virginia-based company's secured bank loan was lowered to 'D'
from 'CCC' and removed from CreditWatch.

OMM INC: Will Discontinue Operations by Friday
OMM, Inc., the leading supplier of MEMS-based optical switch
array modules, will cease operations as of Friday March 7, 2003.
The Company plans to release all of its 85 employees as of that
date and assign the assets to the benefit of the Company's

"OMM has been highly successful in the design and manufacture of
the world's first commercial MEMS-based optical matrix
switches," said Phil Chapman, President and CEO of OMM. "The
Company shipped products to more than 60 telecommunications
equipment manufacturers and achieved numerous customer design
wins. However, with the severe downturn in the worldwide telecom
industry, the market timing for volume deployment of our
products has been significantly impacted," he added.

The company has been seeking additional private funding to
continue its operations, but was unable to raise the total
amount deemed necessary to wait out the current downturn in the
global telecom market.

OMM, originally known as Optical Micro-Machines, was started in
San Diego, California in 1997 and was funded by a combination of
venture capital and strategic customer investments. The
Company's venture investors included Sevin Rosen Funds, Atlas
Venture, Bessemer Venture Partners, Rho Capital Partners, and
Weston Presidio. Strategic investors included Nortel Networks,
Siemens, Alcatel, Sycamore Networks, Solectron, Fairchild
Semiconductor, and Corvis Corporation.

For more information on OMM, please visit the Company's Web site

PAXSON COMMS: Will Publish Q4 & Year-End 2002 Results on Mar. 25
Paxson Communications Corporation (AMEX:PAX) will release its
fourth quarter and full year 2002 financial results after market
hours on Tuesday, March 25, 2003.

The Company will also host a teleconference to discuss its
results on March 25th at 5:30 p.m. Eastern Time. To access the
teleconference, please dial 888-324-7816 (U.S.), 415-228-3886
(Int'l), passcode "Paxson" ten minutes prior to the start time.
The teleconference will also be available via live webcast on
the investor relations portion of the Company's Web site,
located at If you cannot listen to  
the teleconference at its scheduled time, there will be a replay
available through April 1, 2003, which can be accessed by
dialing 888-562-5417 (U.S.) or 402-530-7682 (Int'l). The webcast
will also be archived on the Company's website until 11:59 p.m.
EST on April 1, 2003.

For further information, please contact Cheryl Scully, Director
of Treasury and Investor Relations, at 561/682-4211 or

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

                          *    *    *

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

Paxson Communications' 12.25% bonds due 2009 (PAX09USR1) are
trading at about 72 cents-on-the-dollar, says DebtTraders. See  
real-time bond pricing.

PENN NATIONAL: Will Issue Fin'l Guidance for Q1 2003 on March 14
Penn National Gaming, Inc., (Nasdaq:PENN) will issue 2003 first
quarter and full year guidance at 7:00 a.m. EST on Friday, March
14 and will host a conference call and simultaneous webcast at
10:00 a.m. EST on Friday, March 14.

Both the call and webcast are open to the general public.

The conference call number is 212/231-6032 or 415/537-1900;
please call five minutes in advance to ensure that you are
connected prior to the presentation. Questions and answers will
be reserved for call-in analysts and investors. Interested
parties may also access the live call on the Internet at; allow 15 minutes to register  
and download and install any necessary software. Following its
completion, a replay of the call can be accessed until March 28,
by dialing 800/633-8284 or 402/977-9140 (international callers).
The access code for the replay is 21129785. A replay of the call
can also be accessed for thirty days on the Internet via

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.

POLAROID CORP: Has Until July 31 to Move Actions to Del. Court
With the Court's approval of their motion, Polaroid Corporation
and its debtor-affiliates has until July 31, 2003 to remove all
prepetition judicial and administrative proceedings pending in
various courts or administrative agencies to the Delaware Court.
(Polaroid Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

POTLATCH: Fitch Cuts Debt Ratings Due to Weak Market Conditions
Fitch Ratings has lowered Potlatch Corporation's debt ratings of
senior secured to 'BBB-' from 'BBB', senior unsecured to 'BB+'
from 'BBB-', senior subordinated to 'BB' from 'BB+', and
commercial paper to 'B' from 'F3'. The Rating Outlook for
Potlatch has changed to Negative from Stable.

This rating action is based on several quarters of weak market
conditions for wood products-prices having hit a 10-year low-and
declining margins in tissue hurt by certain competitors'
strategy to buy market share. Despite strong housing starts and
fair remodel and repair markets in 2002, U.S. lumber companies
have struggled with a multiyear slump in wood prices brought on
by an oversupply of lumber and panel production. Until some
reduction of capacity occurs, Fitch expects overproduction will
continue and is uncertain when and by how much lumber and panel
prices will improve. Tissue markets are also facing substantial
capacity additions which could harm Potlatch's operating
margins. The Resource segment continues to be profitable, and
Fitch estimates that the market value of Potlatch's timberlands
exceeds the company's aggregate debt.

The company has initiated cost reduction programs, which will
bear some fruit in the current year, but Potlatch really needs
some price relief in its markets for a visible effect in
operations and cash flow generation. Current debt maturities are
fortunately limited to a $15 million note issue coming due next

RICA FOODS: Working Capital Deficit Stands at $10MM at Dec. 31
Rica Foods's operations are primarily conducted through its 100%
owned subsidiaries: Pipasa and As de Oros and their respective
subsidiaries. The Company, through its subsidiaries, is the
largest poultry company in Costa Rica. As de Oros also owns and
operates a chain of quick service restaurants in Costa Rica
called "Restaurantes As."

For the three months ended December 31, 2002, the Company
generated net income applicable to common stockholders of
$1,065,278 ($0.08 earnings per share), compared to $1,813,276
($0.14 earnings per share) for the three months ended December
31, 2001. For the three months ended December 31, 2002, net
sales increased by 1.08% when compared to the three months ended
December 31, 2001, mainly due to increases in the sales of the
animal feed, by-products, quick service and others, offset by
decrease in sales of broiler and export segments. Cost of sales
increased by 5.75%, mainly due to increased costs of imported
raw material and increase in volumes of primarily the animal
feed segment.

As of December 31, 2002, the Company had $5.11 million in cash
and cash equivalents. The working capital deficit was $9.99
million and $9.78 million as of December 31, 2002 and
September 30, 2002, respectively. The current ratio was 0.81 as
of December 31, 2002 and 0.79 as of September 30, 2001.

The Company intends to acquire, for an aggregate of $2.58
million a stake participation of 51% in Logistica de Granos,
S.A., from Port Ventures, S.A., a Company owned by Jose Pablo
Chaves, son of the Company's Chairman and C.E.O.
Notwithstanding, and according to the Company, Jose Pablo Chaves
is not an insider nor officer of the Company. The Company has
obtained a fairness opinion valuation of the transaction which
has been analyzed by the Audit Committee and Board of Directors
of the Company, the Board of Directors of Corporacion As de
Oros, S.A. as the proposed acquirer, and Pacific Life Insurance
Company. The transaction is subject to final approval of the
stock purchase agreement by the Board of Directors of the

The Company expects to close this transaction on or about April
2003, when the definitive approval of the Government of Costa
Rica is expected to be obtained.

In addition, the Company believes for the rest of fiscal year
2003, it will invest in approximately an additional $4.4 million
of property, plant and equipment.

Management is responsible for the preparation of the financial
statements and related information of Rica Foods, Inc. and its
subsidiaries: Corporacion Pipasa, S.A. and Subsidiaries and
Corporacion As de Oros, S.A. and Subsidiaries that were filed
with the SEC.  Rica Foods, Inc. owns 100% of the outstanding
common stock of Pipasa and As de Oros. The Company is seeking to
engage a new independent public accounting firm, has
entered into discussions with a number of firms, but has not yet
engaged a new public accounting firm to perform an audit of its
2002 Financial Statements and otherwise serve as its independent
auditor. As of the date of the filing of its latest financial
statements with the SEC, the Company had not engaged an
independent public accountant to serve as its auditor.

As reported in Troubled Company Reporter's February 14, 2003
edition, Fitch Ratings placed the 'BB' foreign and local
currency ratings of Rica Foods Inc., on Rating Watch Negative.
The ratings apply to Corporacion Pipasa's senior notes due 2005
and Corporacion As de Oros' senior notes due 2005, jointly and
severally guaranteed by Rica Foods. Pipasa and As de Oros are
wholly owned subsidiaries of Rica Foods that operate in Costa

The action follows the disclosure by Rica Foods in its Form 8-K
filed January 30, 2003 that the financial statements included in
its Form 10-K filed Jan. 13, 2003 contained financial errors and
that its client-auditor relationship with Deloitte & Touche S.A.
had ceased. Although the financial errors listed by Rica Foods
in its Form 8-K appear to be mainly related to the
classification of balance sheet items and do not appear to
trigger debt covenants or materially affect the cash flow
generation of the company, Fitch will maintain the ratings on
Rating Watch Negative until Rica Foods' financial statements are
audited and will subsequently review the ratings.

RSL COM: Preparing Lawsuits to Void $1.5 Billion Guarantees
RSL COM PrimeCall, Inc., RSL COM U.S.A., Inc., LDM Systems,
Inc., and their Official Committee of Unsecured Creditors are
preparing to file and prosecute various causes of action against
JPMorgan Chase, in its role as Indenture Trustee, and holders of
bonds issued by the three debtors' parent company, RSL
Communications Plc, and allegedly guaranteed by RLS USA.  The
Debtors and the Committee intend to argue that the guarantees
should be voided based on the terms of the Indentures and on
fraudulent conveyance and equitable subordination theories.  The
Committee has already sued Robald S. Lauder and Charles
Goldstein based on RSL USA's alleged guarantee of PLC's debt to
Mr. Lauder.  The Debtors and the Committee want to initiate a
third lawsuit against RSL USA's directors and officers and D&O
insurance carriers for breach of fiduciary duty in connection
with the execution of the Guarantees.

To handle all three lawsuits, the Debtors and the Committee
jointly apply to the Bankruptcy Court to retain and employ Torys
LLP as special litigation counsel.  

The Torys legal team consists of:

       Attorney                   Position        Hourly Rate
       --------                   --------        -----------
    William F. Gray, Esq.        Senior Partner      $440
    William F. Kuntz, II, Esq.   Senior Partner      $440
    Steven R. Schoenfeld, Esq.   Junior Partner      $350
    Edie Walters, Esq.           Senior Associate    $264
    Jason Adams, Esq.            Senior Associate    $248
    Shaya Berger, Esq.           Junior Associate    $184
                                 Paralegals          $120

For the D&O insurance-related lawsuit, Torys will work on a
mixed contingency and capped fee basis, so that the sum of all
hourly rate billings don't exceed:

       Phase                      Cap Amount      Contingency
       -----                      ----------      -----------
    Phase I -- Preparation and     $150,000          16.5%
    filing of the Complaint,
    and commencement of initial
    motion practice and/or
    initial pre-trial conference

    Phase II -- Discovery and      $300,000          16.5%

    Phase III -- Preparation       $300,000          33.0%
    for and representation at
    Trial Proceedings

Other fee caps and blended hourly rates apply to limit Torys
total fees.  

RSL COM PrimeCall, Inc., RSL COM U.S.A., Inc., LDM Systems,
Inc., filed for chapter 11 protection on March 16, 2001 (Bankr.
S.D.N.Y. Case No. 01-11457) (Gropper, J.).  Allison H. Weiss,
Esq., at LeBoeuf, Lamb, Greene & MacRae, L.L.P., represents the
telecommunications Debtors.  Robin E. Keller, Esq., at Stroock &
Stroock & Lavan represents the Official Committee of Unsecured
Creditors appointed in RSL's cases.  

SCIOTO DOWNS: PricewaterhouseCoopers Express Going Concern Doubt
"[T]he Company's net losses, negative working capital, and
negative operating cash flows raise substantial doubt about its
ability to continue as a going concern."  This statement is
included in PricewaterhouseCoopers LLP's Auditors Report on the
financial condition of Scioto Downs Inc. for the period ended
October 31, 2002.

The racing industry in general in Ohio is experiencing an
overall decline in business. Attendance is down, and the amount
wagered on racing in Ohio is down approximately 8% from the
previous year. Purses paid to winning horses are also down.
Several developments in the racing industry have contributed to
this result.

One factor is the rapid growth of what is known as account
wagering. This system allows an individual to place a wager on a
horserace while at home by telephone or over the Internet using
an account established with the telephone or Internet entity.
Commissions received by the racetrack from account wagering are
significantly less than if the person places a wager at the
racetrack, thus, causing a decline in the racetrack's revenue.

Another factor adversely affecting horseracing in Ohio is
increased gambling competition from surrounding states. West
Virginia, for example, has authorized electronic gaming machines
at its racetracks. Indiana has riverboat gambling. Casino
gambling is now in operation in Michigan. These out-of-state
gambling facilities patronized by Ohio residents take business
away from the Ohio racetracks and also provide the racetracks in
those states which have these other forms of gambling with
additional funds to pay higher purses and, thus, attract the
more popular horses. Generally, the customers at Ohio tracks do
not wager as much on a less popular class of horses, so this
situation also causes the handle to decline. At the present
time, it is extremely difficult for the Ohio racetracks to
compete with racetracks in other states that have alternate
forms of gambling. As a result, the racing industry in Ohio is
in decline which has adversely affected Scioto Down's

On December 23, 2002, Scioto Downs entered into an agreement and
plan of merger with MTR Gaming Group, Inc., under which the
Company will become a wholly owned subsidiary of MTR. The
Agreement provides that each stockholder of the Company may
elect to receive $32 in cash for each share of the Company's
common stock owned by the stockholder. Alternatively, each
stockholder may elect to receive an amount equal to $17 per
share plus 10 annual earnout payments subject to the conditions
set forth in the Agreement. Consummation of the transaction is
subject to various conditions, including the successful
completion of the due diligence review by MTR, the approval by
the stockholders of the Company and the attainment of necessary
regulatory approvals. On December 24, 2002, the Company received
a $1 million payment from MTR in accordance with the terms of
the Agreement. In the event the Agreement is terminated for
cause as defined in the Agreement, the $1 million will become a
loan to be repaid by the Company to MTR on December 23, 2005,
and shall bear interest at a rate equal to MTR's cost of
borrowing. The loan will be collateralized by the Company's real
and personal property.

If the transaction takes place this will provide liquidity to
the operation subject to MTR's willingness and ability to
continue to fund operations. However, failure to consummate the
transaction will make the ability to repay the $1 million loan
and to continue future operations uncertain.

The Company's net loss increased from $1,152,311 in 2001 to
$1,406,816 in 2002, due mainly to higher operating costs,
partially offset by higher revenue due to year-round
simulcasting and the acquisition of Mid-America.

The Company has term debt outstanding of $2,677,690 at
October 31, 2002, with monthly payments of principal and
interest of $30,025 due through September 2013. Interest is
fixed at 7.79%. The original proceeds were used to finance the
clubhouse enclosure project in 1991 and to purchase simulcasting
equipment in 1997. The Company has an outstanding note payable
of $50,000 at October 31, 2002 that is due to the former
shareholders of Mid-America, and is payable on August 1, 2003.
The note was discounted to approximately $48,400 assuming a
discount rate of 6.75%, and is included in the current portion
of the Company's long-term debt at October 31, 2002.

During 2002, the Company was notified by its lender that
availability under the line of credit was terminated and the
outstanding balance is due on January 31, 2003. At October 31,
2002, the line had an outstanding balance of $110,000.

Management reviewed all operating costs and took steps to reduce
expenses through cost containment, reductions in expenditures
and renegotiation of agreements with vendors. Management also
explored ways in which to utilize its facilities to earn
additional revenue from sources other than harness horseracing.
Even after management's initiatives, business has continued to
decline, resulting in operating losses during the fiscal year
2002 live racing season. As a result, management has been
considering alternative options for liquidity and is pursuing a
potential disposition of the business. At this time, it is
uncertain that the Company will be able to continue as a going

SECURITY INTELLIGENCE: Needs New Financing to Continue Ops.
CCS International, Ltd., and its wholly-owned subsidiaries are
engaged in the design, manufacture and sale of security and
surveillance products and systems. CCS is a Delaware
corporation, organized in 1992. The Company purchases finished
items for resale from independent manufacturers, and also
assembles off-the-shelf electronic devices and other components
into proprietary products and systems at its own facilities. The
Company generally sells to businesses, distributors, government
agencies and consumers through five retail outlets located in
Miami, Florida; Beverly Hills, California; Washington, DC; New
York City, and London, England and from its showroom in New
Rochelle, New York. On April 17, 2002, CCS merged with Security
Intelligence Technologies, Inc., a Florida corporation and
became a wholly owned subsidiary of SIT. The merger has been
accounted for as a reverse acquisition, since the management and
stockholder of CCS obtained control of the merged entity after
the transaction was completed. Under reverse acquisition
accounting, CCS is considered the accounting acquirer and SIT
(then known as, Inc.) is considered the acquired
company. Inasmuch as SIT had no substantive assets or operations
at the date of the transaction, the merger has been recorded as
an issuance of CCS stock to acquire SIT, accompanied by a
recapitalization, rather than as a business combination.

The Company's net loss increased by $812,429, or 128.0%, to
$1,447,178, in the 2002 Period from $634,749 in the 2001 Period.

The Company requires significant working capital to fund
operations. At December 31, 2002 it had cash of $23,875 and a
working capital deficit of $3,449,321. Accounts payable and
accrued expenses at December 31, 2002 was $2,766,970. As a
result of continuing losses, working capital deficiency has

The Company funded operations using vendor credit, including
delays in paying accounts payable, and customer deposits.
Because it has not been able to pay some of its trade creditors
in a timely manner, it has been subject to litigation and
threats of litigation from its trade creditors and it has used
common stock to satisfy some of its obligations to trade
creditors. In certain instances when the Company issued common
stock, it provided that if the stock does not reach a specified
price level one year from issuance, the Company will pay the
difference between that price level and the actual price. As a
result, the Company has contingent obligations to some of these
creditors. With respect to 577,000 shares of common stock issued
during the six months ended December 31, 2002 and the fiscal
year ended June 30, 2002, the market value of the common stock
on December 31, 2002 was approximately $274,313 less than the
guaranteed price.

Accounts payable and accrued expenses increased from $2,030,866
at June 30, 2002 to $2,766,970 at December 31, 2002 reflecting
the Company's inability to pay creditors currently. It also had
customer deposits and deferred revenue of $1,754,901 at December
31, 2002 that relate to payments on orders which had not been
filled at that date. The Company has used its advance payments
to enable it to continue operations. If its vendors do not
extend necessary credit Security Intelligence Technologies may
not be able to fill current or new orders, which may affect the
willingness of its clients to continue to place orders with it.

Since the completion of the merger in April 2002 the Company has
sought, and been unsuccessful, in efforts to obtain funding for
business. Because of its losses, it is not able to increase its
borrowing. Its bank facility terminated on November 1, 2002. To
date, the Company does not have an agreement with respect to
renewal of a credit facility with this lender or any agreement
with any replacement lender. The Company's failure to obtain a
credit facility could materially impair its ability to continue
in operation, and there is no assurance that it will be able to
obtain the necessary financing. Its main source of funds other
than the bank facility has been from vendor credit and loans
from its chief executive officer. Because of both its low stock
price and its losses, it has not been able to raise funds
through the sale of its equity securities. Security Intelligence
Technologies may not be able to obtain any additional funding,
and, if it is not able to raise funding, it may be unable to
continue in business. Furthermore, if unable to raise funding in
the equity markets, the stockholders will suffer significant
dilution and the issuance of securities may result in a change
of control. Management's plans with respect to these matters
include its attempts to settle claims with vendors where
possible, a reduction in operating expenses, and financing from
the chief executive officer in the absence of other sources of
funds. Management cannot provide any assurance that its plans
will be successful in alleviating its liquidity concerns and
bringing the Company to the point of sustained profitability.

SERVICE MERCHANDISE: Proposes Headquarters Sale Bidding Protocol
Although Kirkland Properties LLC's bid may represent the highest
or otherwise best offer for the Corporate Headquarters so far,
Service Merchandise Company, Inc., and its debtor-affiliates
will continue to evaluate other bids that they may receive and
will serve a copy of the Sale Motion to other potential buyers
or agents who expressed an interest in purchasing the Property
during the past 12 months.  According to Beth A. Dunning, Esq.,
at Bass, Berry & Sims PLC, in Nashville, Tennessee, the Debtors
want to make sure that they obtain the best offer possible.

To do that, the Debtors ask the Court to establish these
competitive bidding procedures for the Property:

    (a) Submission of Competing Bids

        Competing bids are due by 4:00 p.m., prevailing Central
        Time on March 31, 2003.  The Bid must include an asset
        purchase agreement similar to Kirkland's except for the
        provisions seeking certain rights afforded to Kirkland.

    (b) Deposit

        Competing bids must be accompanied with a $100,000
        required deposit.  The Deposit must be delivered by the
        Bid Deadline to:

                     Gemini Realty Advisors
                     1114 Avenue of the Americas Suite 2600
                     New York, New York 10036
                     Attn: Richard Hauer

    (c) Auction

        If the Debtors receive a qualified Bid, an auction may
        be conducted on April 3, 2003 at 1 p.m., prevailing
        Central Time, at the offices of Bass, Berry & Sims, or
        at another date and time as the Debtors may announce.  
        The Auction will be conducted on the record and the
        Debtors will, in consultation with the Creditors'
        Committee, evaluate the bids submitted.  To the extent
        one is acceptable, the Debtors will negotiate the final
        terms with the Successful Bidder.

    (d) Announcement of Successful Bidder

        The Debtors will announce the Successful Bidder,
        Including the purchase price and any other relevant
        terms, by filing a Notice with the Court the day after
        the Auction -- April 4, 2003 -- no later than 12 p.m.,
        prevailing Central Time.  The Debtors will also serve
        the Notice via facsimile to the Creditors' Committee;
        the U.S. Trustee and to any party objecting to the sale.

    (e) Bids To Be Irrevocable

        Any bids made at the Auction will be irrevocable until
        the earlier of 48 hours after the Closing or 45 days
        after the Sale Hearing.

                     Bidding Protections

Kirkland has expended, and will likely to continue to expend,
considerable time, money and energy pursuing the Sale and
Leaseback transactions.  Therefore, in the event of an Auction,
Ms. Dunning informs the Court that the Debtors have agreed to
provide Kirkland with certain bidding protections because the
Purchase Agreement with Kirkland will set a floor bid and would
facilitate the most competitive bid process possible.

In particular, the Debtors propose to pay Kirkland a $270,000
termination fee in the event:

    (a) Kirkland is not the Successful Bidder at the Auction;

    (b) Kirkland has not:

        -- committed an uncured default under the agreement as
           of the Auction Date, or

        -- terminated the Purchase Agreement; and

    (c) the Debtors consummate the sale to the Successful

The Termination Fee will be paid on the consummation of the

Any initial overbid at the Auction should provide for at least
$270,000 of the consideration beyond that provided by Kirkland
under the Agreement.

Ms. Dunning explains that the Termination Fee and Overbid
Protection were material inducements for, and as a condition of,
Kirkland's entry into the Purchase Agreement.  The Debtors
believe that the Termination Fee and the Overbid Protections are
fair and reasonable in view of the intensive analysis, due
diligence investigation, and negotiation undertaken by Kirkland
in connection with the proposed Sale.  If Termination Fee and
the Overbid Protection are triggered, Ms. Dunning says,
Kirkland's efforts will have increased the chances that the
Debtors will receive the highest or otherwise best offer for the
Property, to the benefit of the Debtors' creditors.  For this
reason, the Debtors also propose that the Termination Fee will
be treated as an allowed administrative clam until paid.

Ms. Dunning assures the Court that the Debtors' payment of the
Termination Fee and use of the Overbid Protection will not
diminish the value of the estates.  The Debtors do not intend to
terminate the Agreement unless to accept a more lucrative bid.
The Termination Fee is also not payable unless the Court
approves another Successful Bidder and the Debtors actually
consummate the Sale with this Successful Bidder.

                       Sale Hearing

The Debtors ask the Court to schedule the Sale Hearing on
April 8, 2003 or on another date as the Court may determine.


Any objections to the proposed Sale must be:

    (a) in writing;

    (b) filed with the Court before March 31, 2003 at 4:00 p.m.;

    (c) served on:

          (i) the Debtors' bankruptcy counsel:

              Skadden, Arps, Slate, Meagher & Flom (Illinois)
              333 Wacker Drive,
              Chicago, Illinois, 60606-1285
              Attn: George N. Panagakis, Esq.


              Bass, Berry & Sims PLC
              315 DeaderiCk Street, Suite 2700
              Nashville, Tennessee 37238
              Attn: Paul G. Jennings, Esq.

         (ii) the Creditors' Committee's counsel:

              Otterbourg, Steindler, Houston & Rosen, PC
              230 Park Avenue
              New York, New York 10169
              Attn: Glenn B. Rice, Esq.

        (iii) the U.S. Trustee:

              Customs House
              Room 318, 701 Broadway
              Nashville, Tennessee 37203
              Attn: Beth Derrick; and

         (iv) Kirkland's counsel:

              Baker, Dohelson, Hearman and Caldwell
              211 Commerce Street, Suite 1000
              Nashville, Tennessee 37201
              Attn: John Rowland
(Service Merchandise Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

STARWOOD HOTELS: Selling the Hotel Principe di Savoia in Milan
Starwood Hotels & Resorts Worldwide, Inc., (NYSE:HOT) has signed
a binding agreement to sell the Hotel Principe di Savoia to the
London-based Dorchester Group Ltd. for 275 million Euros or
approximately $300 million.

The sale, subject to standard closing conditions, is expected to
close in the second quarter. Starwood received a significant
non-refundable deposit as part of the agreement.

The 404-room hotel is located in Milan, Italy and is part of the
CIGA portfolio of hotels and resorts. This transaction
represents a portion of the $500 million of hotel assets that
Starwood has announced it plans to sell by the end of 2003.
Starwood's presence in Milan also includes the Diana Majestic
and the Westin Palace. The property will be sold unencumbered.
Starwood believes sales of this nature highlight the
extraordinary values of many of its European hotels concentrated
in the CIGA collection. Proceeds are intended to be used to
retire debt.

Starwood Hotels & Resorts Worldwide, Inc. -- whose $1.3 billion
bank facility is currently rated by Fitch at BB+ -- is one of
the leading hotel and leisure companies in the world with more
than 750 properties in more than 80 countries and 110,000
employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated
owner, operator and franchisor of hotels and resorts including:
St. Regis, The Luxury Collection, Sheraton, Westin, Four Points
by Sheraton, W brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high
quality vacation interval ownership resorts. For more
information, please visit

SUN HEALTHCARE: Expunging Six Personal Injury Claims
Sun Healthcare Group, Inc., and its debtor-affiliates ask the
Court to approve six separate stipulations expunging timely
filed personal injury claims asserted against them.  After
several discussions, the Claimants have decided to withdraw and
agree to have their Proofs of Claim expunged.

The six claimants are:

    Claimant                          Claim No.          Claim
    --------                          ---------          -----
    Freda Guice                         10254         $150,000
    Rutha M. Glover                    900000        1,000,000
    Estate of C. Lenderman, Jr.         08220        3,000,000
    Estate of Mary Alice Washington     13175          750,000
    Estate of Adell Dawson              09582        1,000,000
    Estate of Keith Bruce               07981          200,000

Pursuant to the Stipulations, the Debtors and the six Claimants
separately agree that:

    (1) the Claimants will collect insurance proceeds for the
        entire settlement amount; and

    (3) the Claimants will refrain from asserting further Proofs
        of Claim in connection with the Debtors' bankruptcy
        estates. (Sun Healthcare Bankruptcy News, Issue No. 50;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)   

SUPERIOR TELECOM: Receives Court Approval of First Day Motions
Superior TeleCom Inc., (OTC Bulletin Board: SRTO.OB) received
approval from the U.S. Bankruptcy Court for the Company's "first
day" motions that will help ensure Superior TeleCom's operations
proceed smoothly and uninterrupted throughout the reorganization

"The court's approval of our first day motions will ensure that
Superior TeleCom can conduct business as usual and remain
focused on serving our customers as we go through this process,"
said David S. Aldridge, Chief Financial Officer of Superior

The court approved interim access to the $100 million debtor-in-
possession (DIP) financing facility for use by the Company.

At this morning's hearing, the court also approved, among other
things, motions related to:

     -- Paying claims of essential trade creditors

     -- Paying shipping charges, import/export obligations,
        sales and use taxes

     -- Maintaining the Company's consolidated cash management

     -- Authorizing payment of pre-petition employee obligations

     -- Authorizing continuation of customer programs

The Company's bankruptcy case has been assigned number 0310607
and to the Honorable Judge Jerry W. Venters.

As announced on March 3, 2003, Superior TeleCom Inc.'s U.S.
operations filed petitions for reorganization under Chapter 11
of the United States Bankruptcy Code. The Company is working in
consultation with its lenders towards a debt restructuring.
Superior TeleCom's United Kingdom and Mexican operations were
not included in the filing.

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

TEL-ONE INC: Court Establishes March 24, 2003 Claims Bar Date
On January 22, 2003, the Securities and Exchange Commission
filed a complaint and obtained a temporary restraining order
against Tel-One, Inc., a Tampa-based company, and certain of its
principals and promoters (SEC vs. Tel-One, et al M.D. FL Civil
Case No. 120-T-30TGW). The SEC's complaint alleges that Tel-One
and defendant Media Broadcast Solutions, Inc., a Tampa stock
promoter, and certain of their principals have been involved in
a pump-and-dump scheme that included false statements in
advertisements in local and national newspapers, including the
January 16, 2002, edition of the Wall Street Journal. The SEC's
complaint and its motion for a temporary restraining order
allege that the defendants, some of whom have recent felony
convictions, dumped hundreds of thousands of Tel-One shares
during their pump-and-dump scheme.

The TRO issued by the Court enjoins Tel-One, Media Broadcast, W.
Kris Brown (Tel-One's president), George Carapella (a Tel-One
director at the time of the misconduct), Alan S. Lipstein (a
former Tel-One director) and George LaFauci (Carapella's cousin
and a principal of Media Broadcast) from violating the antifraud
provisions of the federal securities laws, and freezes their

The SEC suspended trading in Tel-One stock effective at 9:30
a.m. on January 23, 2002.

The SEC's suit resulted in a series of judgments and the
creation of a fund to compensate investors harmed by the scheme.

Consequently, the District Court for Middle Florida directs all
persons who bought the common shares of Tel-One, Inc., on the
National Association of Securities Dealers Over-the-Counter
Bulletin Board to submit their claims against the Debtor on or
before March 24, 2003. Parties will be notified of the treatment
of their claims.

Claims must be addressed to the Defendant's Claims
Administrator, at:

            Soneet Kapila
            Tel-One, Inc., Claims Administrator
            PO Box 14213
            Fort Lauderdale, FL 33302

Tel-One is a start-up company in the videoconferencing industry.

TENFOLD CORP: Reports Improved Financial Results for Q4 2002
TenFold Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, anticipates reporting a profitable and
cash flow positive fourth quarter of 2002.

During Q4 of 2002, TenFold increased its cash position by
approximately $1.4 million. Subject to the results of its year-
end audit in process, TenFold anticipates reporting Q4 2002
revenues in the range of $7.8 million to $8.3 million, and
operating profits in the range of $1.2 million to $2.0 million.
Additionally, TenFold expects to report a non-recurring,
non-operating gain of approximately $2.4 million resulting from
the retirement of its bank debt at a significant discount. Net
income for the quarter is estimated to be in the range of $3.3
million to $4.2 million.

"We are pleased by this solid closing of 2002 and the growing
evidence of the hard-earned success of our far-reaching
turnaround program," said Dr. Nancy Harvey, TenFold's President
and CEO. "Over the course of the year, quarter-to-quarter
revenues have grown modestly. With significant financial and
operational restructuring, we closed the gap and transformed an
operating loss of $3.5 million in Q1 to a solid Q4 operating
profit. We faced many challenges and skirted the shoals of
insolvency in 2002, but we enter 2003 repositioned and focused
to deliver the extraordinary business value of our breakthrough
Universal Application technology. We have a solid business
foundation from which to build and to endure the continuing
slump in the economy and IT market."

With these anticipated quarterly results and subject to the
results of its year-end audit in process, TenFold expects
reporting full year 2002 revenues in the range of $27.7 million
to $28.2 million compared to $52.6 million in 2001; a 2002
operating loss in the range of $3.7 million to $4.5 million
compared to an operating loss of $25.3 million in 2001; and, a
2002 net loss in the range of $1.3 million to $2.2 million
compared to a net loss in 2001 of $15.7 million.

"The modest generation of cash in Q4 2002 is an important
milestone for TenFold," added Dr. Nancy Harvey. "Over the year,
the quarterly net change in cash improved from a deficit of $5.3
million in Q1 to $1.4 million in Q4."

"Nancy and her management team have worked relentlessly to
restore TenFold's promise and reputation," added TenFold's
Founder, CTO and Chairman Jeffrey L. Walker. "Under her
leadership TenFold has provided full, frank, and fair disclosure
of its performance; transitioned to an entirely different
business model; and begun the process of taking TenFold forward
as a growth technology company."

Q4 of 2002 was notable for a number of additional reasons:

     -- TenFold reached agreement to buy out its entire bank
debt and retire an outstanding lien against TenFold's
intellectual property assets.

     -- TenFold negotiated the reduction or elimination of
further significant real estate lease obligations bringing the
total reductions negotiated in 2002 to approximately $51
million. None of the confidential settlements materially reduced
TenFold's non-restricted cash position nor did they involve
options, warrants, or material common stock grants.

     -- Rick Bennett, a thirty-year, software-marketing veteran
joined the TenFold Board of Directors.

     -- Federal Judge Tina Campbell dismissed a consolidated
shareholders' class action lawsuit against TenFold and certain
of its former and current officers and directors. TenFold
subsequently settled this matter at no cost to the Company.

     -- TenFold concluded a settlement with the Securities and
Exchange Commission without fines or civil penalties and was not
required to restate its financial statements.

     -- TenFold established its third Universal Application-
powered applications reseller and first such UK agreement with
the execution of a deal with Vertex Data Sciences Limited, a UK-
based utility-sector customer management and billing company,
granting Vertex exclusive, global rights to resell the utility
industry focused customer management and billing application,
TenFold's Global Billing System.

     -- TenFold's UK reseller, Vertex Data Sciences Limited,
completed its first sale of the Universal Application-powered
Global Billing System to its first major customer.

     -- TenFold sold its UK subsidiary to the management team of
that subsidiary, which will now act as a Universal Application
reseller and provide Universal Application-related consulting
services to new and existing UK customers.

     -- TenFold established a VAR relationship with Redi2
Technologies, which will resell the Universal Application-
powered Revenue Manager application to investment managers.

TenFold expects to file its 10K and to announce its audited
financial results for the 2002 year during late March 2003.

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM) platform, to organizations that face the
daunting task of replacing legacy applications or building new
applications systems. Unlike traditional approaches, where
business and technology requirements create difficult IT
bottlenecks, Universal Application technology lets a small,
primarily non- technical, business team design, build, deploy,
maintain, and upgrade new or replacement applications with
extraordinary speed and limited demand on scarce IT resources.
For more information, visit  

                         *     *     *

On February 10, 2003, TenFold Corporation dismissed its
independent accountant, KPMG LLP, and engaged the services of
Tanner + Co., as the Company's new independent accountant for
its last fiscal year ending December 31, 2002 and its current
fiscal year ending December 31, 2003. The Audit Committee of the
Company's Board of Directors approved the dismissal of KPMG and
the appointment of Tanner as of February 10, 2003.

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2001 contained a separate
paragraph stating, in relevant part:  "The accompanying
consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company
will continue as a going concern. The Company suffered a
significant loss from operations during the year ended December
31, 2001, has a substantial deficit in working capital and
stockholder's equity at December 31, 2001, had negative cash
flow from operations for the year ended December 31, 2001 and is
involved in significant legal proceedings that raise substantial
doubt about its ability to continue as a going concern."

TODAY'S MAN: Files for Chapter 22 Reorganization in New Jersey
Today's Man, Inc., (OTC Bulletin Board: TMAN) has filed a
voluntary petition to reorganize under Chapter 11 of the
Bankruptcy Code. Under Chapter 11, Today's Man will operate
under Court protection from creditors, while it continues to
evaluate strategic alternatives. The petition was filed in the
U.S. Bankruptcy Court for the District of New Jersey.

Frank Johnson, Today's Man Acting Chief Executive Officer, said,
"The decision to file for bankruptcy was difficult, but we feel
it represents the most viable approach for our business." Mr.
Johnson went on to say, "We are grateful for the constructive
relationships with our suppliers and the loyalty and commitment
of our associates. The continued support of our suppliers and
associates will play an important role in our ongoing efforts."

It was also announced that Bruce Weitz will no longer be
President and CEO of the company as of March 3, 2003.  Mr.
Johnson commented, "While we appreciate the leadership that
Bruce has provided during his tenure, it is clear that the
company must now take a new strategic direction that will
require a different outlook."

Today's Man, Inc., currently operates 29 menswear stores in the
Philadelphia, New York and Washington, D.C. markets. It offers a
wide selection of tailored clothing, furnishings, accessories
and sportswear at everyday low prices.

TODAY'S MAN: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: Today's Man, Inc.
             835 Lancer Drive
             Moorestown, New Jersey 08057
             Tel: 856-235-5656

Bankruptcy Case No.: 03-16677

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Feld & Feld, Inc.                          03-16687
      Benmol, Inc.                               03-16690
      D&L, Inc.                                  03-16694

Type of Business: Today's Man is an operator of men's wear
                  retail stores specializing in tailored
                  clothing, furnishings, sports wear and shoes.

Chapter 11 Petition Date: March 4, 2003

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtors' Counsel: Michael J. Shavel, Esq.
                  Blank, Rome, Comisky & McCauley
                  210 Lake Drive East
                  Suite 200
                  Woodland Falls
                  Corporate Park
                  Cherry Hill, NJ 08002
                  Tel: (215) 569-5794

Total Assets: $37,800,000

Total Debts: $36,500,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cordovan & Grey, Ltd.                               $1,108,659
4826 Gregg Road
Pico Rivera, CA 90660

James Edmond, Inc.                                  $1,546,564
Attn: Mr. Steve Daniels
3641 Holdrege  Avenue
Los Angeles, CA 90016

Berg Enterprises LLC         Trade                    $925,000
1251 Avenue of the Americas
New York, NY 10020

Berg Enterprises LLC         Trade                    $925,000
1251 Avenue of the Americas
New York, NY 10020

Neema Clothing, Ltd.                                  $883,714
9950 Mission Mill Road
Whittier, CA 90601-4709

PBM                                                   $599,592
Independence Mall East
Philadelphia, PA 19106

Imported Apparel Inc.       Trade                     $643,722
Attn: Cynthia G. Fischer
600 Madison Avenue
New York, NY 10022

Feld Chestnut, LP                                     $450,909
Feld David Gen Ptr
133 Old Gulph Road
Wynnewood, PA 19096

Bernette Textiles Co.                                 $439,913
42 West 39th Street
New York, NY 10018
625 Ownership LLC           Landlord                  $375,348     
Mikki Davanzo
Attn: Mr. Taub                
675 Avenue of the Americas
New York, NY 10010
David Feld                                            $301,204
c/o Today's Man, Inc.
835 Lancer Drive
Moorestown, NJ 08057

Evolution 2000                                        $387,582
19 West 34th Street
Suite 1020
New York, NY 10001

Jacob Siegel                                          $292,125
The Lenas Bldg. - 3rd Floor
1843 W. Allegheny Avenue
Philadelphia, PA 19132

P.T. Tianjin USA Inc.                                 $437,978
525 7th Avenue 2nd Floor
New York, NY 10018

P.T. Tianjin USA Inc.                                 $437,978
Howard Li
525 7th Avenue 2nd Floor
New York, NY 10018
Tel: 212-764-8989

Price Enterprises, Inc.                               $369,943
Attn: James Nakagawa, C.F.O.
17140 Bernardo Center Drive
Suite 300
San Diego, CA 92128

Price Owner, LLC            Landlord                  $369,943
Joni Lilly
17140 Bernardo Center Drive
Suite 300
San Diego, CA 92128

Sky High/C.I.T.                                       $432,671
1015 East 14th Street
Los Angeles, CA 90021

Swank Inc.                                            $313,922
6 Hazel Street
PO Box 2962
Attleboro, MA 02703

Tropical Sportswear/CIT                               $305,955
PO Box 15350
Tampa, FL 33684

Vornado Realty Trust        Landlord                  $327,762
Albert Zubcak
210 Route 4 East
Paramus, NJ 07652

TODAY'S MAN: Blames Banks for Need to File "Chapter 22" Petition
The "unwillingness of their bank lending group to make further
advances under their outstanding lines of credit, their
inability to obtain fresh inventory for stores from trade
vendors/creditors and rent arrearages with numerous landlords,"
Frank E. Johnson, Vice President and Chief Financial Officer and
Acting Chief Executive Officer for Today's Man, Inc., says is
what forced the company to file for chapter 11 protection a
second time.  

                    Feb. 1 Financial Data

At February 1, 2003, the Today's Man discloses in bankruptcy
court filings, total assets were $37.8 million -- a sharp
decline from $54.5 million at Nov. 2, 2002 -- and liabilities
total $36.5 million at Feb. 1, 2003.

                    The Unwilling Lender

Information obtained from http://www.LoanDataSource.comshows  
that Today's Man, Inc., as Borrower, and Benmol, Inc., D & L,
Inc., and Feld & Feld, Inc., as Guarantors, are party to a loan
agreement, as amended fifteen (maybe more) times to date, with
Standard Federal Bank National Association, formerly known as
Michigan National Bank, as successor in interest to Mellon Bank,
N.A., under which LaSalle Business Credit, Inc., serves as the
agent.  Today's Man defaulted under its revolving credit
agreement when its failed to pay the loan down to $16,500,000.  
Additionally, as of December 18, 2002, the Company violated its
covenants to maintain tangible net worth greater than
$12,308,000 and report net income of no less than $433,000 for
the fiscal month ending November 30, 2002.  

Today's Man tells the U.S. Bankruptcy Court for the District of
New Jersey that it will seek interim and permanent use of its
Lender's cash collateral to fund on-going operating expenses.  
Mr. Johnson says the company believes that arrangement will be
consensual, but is prepared to litigate with the Lender if
that's required to get access to cash.  

               Bankruptcy Professionals on Board

Today's Man filed its chapter 11 petition in Camden, N.J.  The
case number is 03-16677 and the Honorable Gloria M. Burns
presides.  Joel C. Shapiro, Esq., Michael J. Shavel, Esq., and
Michael C. Graziano, Esq. at Blank Rome LLP, provide legal
counsel to Today's Man in its chapter 11 restructuring.  Blank
Rome has served as long-time corporate counsel to the Company.  
Ernst & Young LLP serves as Today's Man's independent
accountants.  Trumbull Associates, L.L.C., f/k/a Trumbull
Services, L.L.C., provides noticing and claims processing

                Continuing to Explore Options

Today's Man said yesterday that it will operate under Court
protection from creditors, while it "continues to evaluate
strategic alternatives."

In late January, Today's Man's Board of Directors formed a
committee of independent directors to consider and evaluate
proposals with respect to possible third-party investments in or
other transactions with the Company.  At that time, three
members of management -- David Feld, Bruce Weitz, and Larry Feld
-- were developing and pursuing a possible investment in the

Mr. Weitz will no longer be President and CEO of the company as
of March 3, 2003. "While we appreciate the leadership that Bruce
has provided during his tenure, it is clear that the company
must now take a new strategic direction that will require a
different outlook," Mr. Johnson said.  

Mr. Johnson told the press yesterday, "The decision to file for
bankruptcy was difficult, but we feel it represents the most
viable approach for our business."  Mr. Johnson went on to say,
"We are grateful for the constructive relationships with our
suppliers and the loyalty and commitment of our associates.  The
continued support of our suppliers and associates will play an
important role in our ongoing efforts."

                           *   *   *   

Today's Man, Inc. operates menswear retail stores specializing
in tailored clothing, furnishings sportswear and shoes.  The
Company operates a chain of 29 stores in the Greater
Philadelphia, Washington, D.C., and New York markets.  The
Company's goal is to be the leading menswear retailer in each of
its markets by providing a broad and deep assortment of moderate
to better, current-season, private brand merchandise at everyday
low prices.   The Company was incorporated in Pennsylvania in
1971 as Feld & Sons, Inc. and changed its name to Today's Man,
Inc. in March 1992.  The Company's executive and administrative
offices are located in Moorestown, New Jersey.  Today's Man
emerged from its first chapter 11 case on December 31, 1997.  
The Plan of Reorganization confirmed in that case distributed
$53.3 million in cash, new common stock and detachable warrants
to creditors.  

TRENWICK GROUP: S&P Believes Debt Restructuring is Remote
Standard & Poor's Ratings Services placed its 'CCC-'
counterparty credit ratings on Trenwick Group Ltd. and the sub-
holding companies--LaSalle Re Holdings Ltd. and Trenwick America
Corp.--on CreditWatch with negative implications because it
believes the company's ability to restructure its senior debt
to keep it out of default is remote.

Standard & Poor's also said that it placed its 'CCC'
counterparty credit and financial strength ratings on Trenwick
America Reinsurance Corp., Dakota Specialty Insurance Co.,
LaSalle Re Ltd., Trenwick International Ltd., and Insurance
Corp. of NY on CreditWatch negative. In addition, Standard &
Poor's withdrew is 'CCC' counterparty credit and financial
strength ratings on Chartwell Insurance Co. due to the merger of
this company into Trenwick America Reinsurance Co.

Trenwick had a covenant in its recently renewed bank letter of
credit facility that required a refinancing of its April 1
maturity of $75 million of senior debt by March 1. Although
management has a waiver of the covenant, Standard & Poor's
believes its ability to restructure such that the senior debt is
not in default remains remote. Following the fourth-quarter 2002
reserve additions, tangible net worth at year-end 2002 is
negative $49.7 million after deducting $127.2 million of
deferred acquisition costs. The emergence of earnings and
dividend capacity to service existing creditors in the near-term
remains unlikely.

The CreditWatch status of the holding company ratings will be
resolved following the resolution of the April 1 senior debt
restructuring. Standard & Poor's expects Trenwick to either
default in payment on the debt or restructure in a way that may
be equivalent to a default.

UNITED AIRLINES: IRS Ruling Will Enable Sale of Stock by ESOP
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
has received a private letter ruling from the U.S. Internal
Revenue Service that permits State Street Bank & Trust, the
independent fiduciary of the UAL Employee Stock Ownership Plan,
to sell an additional 3.9 million shares of UAL stock held by
the ESOP without jeopardizing tax benefits related to UAL's net
operating losses. The IRS ruled that certain sales of stock by
the 401(k) plans managed by Fidelity Management Trust Company
and by a mutual fund that had previously held a large amount of
UAL stock did not need to be included in the calculation of an
ownership change for the purposes of preserving the NOL.
Preserving the NOL should generate substantial tax benefits
following UAL's emergence from Chapter 11 protection. After
State Street has sold the additional 3.9 million shares, the UAL
ESOP will still hold stock convertible into approximately 16
million UAL common shares.

Remaining in effect is the order issued by the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division in
Chicago, preventing certain parties from buying or selling UAL
common stock or purchasing debt claims against UAL. Those
restrictions are necessary in order to avoid triggering certain
change in control consequences that would severely limit the
company's NOL. The parties affected by the order include holders
of more than 4.8 million shares of common stock on an as-
converted basis and holders of claims of $200 million or more
against UAL companies.

The company noted that further sales of UAL stock by State
Street may lower employee ownership in company benefit plans
below 20 percent, triggering "Sunset" provisions (as described
in the company's most recent Form 10-Q) that affect UAL's
corporate governance structure. Depending on the amount and
timing of share sales by State Street, the "Sunset" changes
could occur in the next few weeks. The changes provided by the
"Sunset" provisions include:

     -- Elimination of special Board, Board committee and
        shareholder votes, such as for acquisitions,
        divestitures and CEO appointments, among others;

     -- Elimination of the 55% shareholder voting power of the

     -- Board discretion to change its committee structure and
        membership; and

     -- Possible changes in Board members, other than those
        representing the Air Line Pilots' Association (ALPA),
        International Association of Machinists and Aerospace
        Workers (IAM) and salaried and management employees.
        Decisions regarding potential Board nominees would be
        made by the Board's outside public directors nominating

United Airlines was rated number one in on-time performance for
2002. News releases and other information about United Airlines
can be found at the company's website, .

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See  
real-time bond pricing.

UNITED AIRLINES: Rothschild's Engagement as Inv. Banker Approved
UAL Corporation and its debtor-affiliates obtained final Court
approval to hire Rothschild, Inc., as their Investment Banker.

The Debtors will compensate Rothschild at a cost of $225,000 per
month for the first 12 months following the Petition Date and
$200,000 per month thereafter, plus payment of a $15,000,000
Completion Fee if a Transaction (confirmation of a chapter 11
plan, a merger, or a sale of substantially all of the company's
assets) is completed within 24 months.

Rothschild will credit all Monthly Fees paid after seven months
of bankruptcy against the Completion Fee.  After eighteen
months, either the Debtors or Rothschild may initiate talks
about additional credit for monthly fees paid.

Specifically, Rothschild will:

      a) identify and/or initiate potential Transactions;

      b) review and analyze the Debtors' assets and the
         operating and financial strategies of the Debtors;

      c) review and analyze the Debtors business plans and
         financial projections by testing assumptions and
         comparing them to historical data and industry trends;

      d) evaluate the Debtors' debt capacity in light of
         projected cash flows and assist in determining an
         appropriate capital structure;

      e) review the terms of any proposed Transaction and
         evaluate alternative proposals;

      f) determine a range of values for the Debtors and any
         securities offered by the Debtors in a Transaction
         or otherwise;

      g) advise Debtors on the risks and benefits of a
         Transaction and other strategic alternatives to
         maximize the business enterprise value;

      h) review and analyze proposals the Debtors receive
         from third parties, including proposals for debtor-
         in-possession financing;

      i) assist in negotiations with parties in interest
         including creditors and/or shareholders;

      j) advise and attend meetings of the Debtors Board of
         Directors, creditor groups, official constituencies
         and other interested parties;

      k) participate in hearings before the Bankruptcy Court
         and provide testimony with miscellaneous matters or
         in connection with a proposed Plan; and

      l) render other investment banking services as agreed
         upon by Debtors and Rothschild. (United Airlines
         Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)   

US AIRWAYS: Judge Mitchell to Consider Plan on March 18, 2003
On January 17, 2003, the U.S. Bankruptcy Court for the Eastern
District of Virginia approved the Disclosure Statement prepared
by US Airways Group, Inc., and its debtor-affiliates.  Judge
Mitchell found that the disclosure statement contains the right
kind of information for creditors to make informed decisions
about whether to accept or reject the Debtors' Joint Plan of

A hearing to consider confirmation of the Debtors' Plan is set
for March 18, 2003, prevailing Eastern Time, before Judge

March 10, 2003, is the deadline for filing objections to
confirmation of the Debtors' Plan.  Objections must be received
by the Bankruptcy Court before 4:00 p.m. on March 10. Copies
must also be served on:

      a. Counsel for the Debtors

         Skadden, Arps, Slate, Meagher & Flom (Illinois)
         333 West Wacker Drive, Suite 2100
         Chicago, Illinois 60606-1285
         Attn: John Wm. Butler, Esq.
               John K. Lyons, Esq.

         Skadden, Arps, Slate, Meagher & Flom
         Four Times Square
         New York, NY 10036
         Attn: Alesia Ranney-Marinelli, Esq.


         McGuire Woods LLP
         1750 Tysons Boulevard, Suite 1800
         McLean, Virginia 22102-4215
         Attn: Lawrence E. Rifken, Esq.
               Douglas M. Foley, Esq.

      b. Counsel for the Official Committee of Unsecured

         Otterburgh, Steindler, Houston & Rosen PC
         230 Park Avenue
         New York, NY 10169-0075
         Attn: Scott Hazan, Esq.
               Brett H. Miller, Esq.


         Vorys, Sater, Seymour & Pease LLP
         277 South Washington Street
         Suite 310
         Alexandria, VA 22314-3674
         Attn: Malcolm Mitchell, Jr., Esq.
         Byron L. Pickard, Esq.

      c. Counsel for the Retirement Systems of Alabama Holdings
         Orrick, Herrington, & Sutcliffe LLP
         666 Fifth Avenue
         New York, NY 10123
         Attn: Lorraine S. MacGowen, Esq.   

         Bean, Kinney & Korman PC
         2000 North 14th Street, Suite 100
         Arlington, VA 22201
         Attn: James R. Schroll, Esq.

      d. Counsel for the Air Stabilization Board
         Curtis Mallet-Prevost Colt & Mosle LLP
         101 Park Avenue
         New York, NY 10178-0061
         Attn: Steven J. Reisman, Esq.
               Daniel R. Lenihan, Esq.
      e. Office of the United States Trustee
         115 S. Union Street
         Plaza Level, Suite 210
         Alexandria, VA 22314
         Attn: Dennis J. Early , Esq.

US Airways Group, Inc.'s primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc. and Airways Assurance Limited,
LLC. The primary business activity of the Wholly-Owned
Subsidiaries is the transportation of passengers, property and
mail. The Debtors filed for Chapter 11 protection on August 11,
2002, (Bankr. E.D. Va. Case No. 02-83984). Skadden, Arps, Slate,
Meagher & Flom and McGuireWoods LLP represent the Debtors in
their restructuring efforts. When USAir filed for protection
from its creditors, it listed total assets and liabilities
topping $7 billion.

US AIRWAYS: S&P Revises Outlook to Neg. after Loan Nonpayment
Standard & Poor's Ratings Services revised its CreditWatch
status to negative from developing on US Airways Inc.'s series
2000-3 pass-through certificates, class C (rated 'B'). The
action follows the airline's failure to make a $44.5 million
payment that was due on March 1, 2003, on the series 2000-3
pass-through certificates Class G and C. The company is
negotiating with "certain interested parties" regarding these
payments, including Airbus, the manufacturer of the aircraft (14
A319s, 3 A320s, and 6 A321s) securing the deal, and expects to
reach an agreement within the five-business day cure period.
There is no assurance that an agreement will be reached. The
'AAA' ratings on the class G are not affected, as it is insured
by MBIA Insurance Corp.

"This move is significant as it is the third instance of US
Airways attempting to revise or terminate its financing on
Airbus planes, which form US Airways' core fleet, rather than
those on Boeing or other manufacturers' planes, which it is
gradually replacing," said Standard & Poor's credit analyst
Philip Baggaley. The A319 and A320 models are popular aircraft
that incorporate current technologies, and their values have
until now held up better than those of most other aircraft. The
transaction affected by the airline's move is an enhanced
equipment trust certificate, and the affected class of debt has
access to a liquidity facility that can pay up to three
semiannual interest payments. Accordingly, they are not at risk
of immediate default, but prospects for full payment of
principal and interest will be placed under further pressure.

The 'D' corporate credit ratings on US Airways Group Inc. and
its US Airways Inc. subsidiary reflect the companies' Aug. 11,
2002, Chapter 11 bankruptcy filings.

US Air Inc.'s 10.375% bonds due 2013 (UAWG13USR2) are trading at
about 10 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.

US AIRWAYS: U.S. Trustee Amends Creditors' Committee Membership
The U.S. Trustee amends the membership of the Official Committee
of Unsecured Creditors of US Airways Group Inc., to reflect the
substitution of the Association of Flight Attendants in place of
HSBC Bank U.S.A., who has resigned from the Committee.

    1. Airbus North American Holdings, Inc.
       R. Douglas Greco, Senior Director, Sales Finance
       198 Van Buren Street, Suite 300
       Herndon, VA 20170-5335
       Phone: 703-834-3402
       Fax: 703-834-3547

    2. Air Line Pilots Association International
       Captain Kelly Ison
       660 Lakeside Dock Drive
       Kingsport, TN 37663
       Phone: 423-279-0226
       Fax: 423-279-0368

    3. Charles E. Smith Commercial Realty
       Michael T. Crehan, V.P. & Division General Counsel
       2345 Crystal Drive
       Arlington, VA 22202
       Phone: 703-769-1215
       Fax: 703-769-1312

    4. Electronic Data Systems Corporation
       Mitchell B. George, Account Executive
       2345 Crystal Drive, Suite H300
       Arlington, VA 2227
       Phone: 703-872-6400
       Fax: 703-872-6335

    5. Wachovia Bank National Association
       f/k/a First Union National Bank
       Robert L. Bice, II, Vice President,
       Advisory Services Co. Trust Group
       401 S. Tryon St., 12th Floor
       Charlotte, NC
       Phone: 704-715-3021
       Fax: 704-374-6682

    6. Honeywell International
       Gerald W. Harris, Manager-Aerospace Credit
       1140 W. Warner Road
       Mail Stop 1233-M
       Tempe, AZ 85284
       Phone: 480-592-4506
       Fax: 480-592-4530

    7. International Association of Machinists and Aerospace
       James T. Varsel, Airline Coordinator
       9000 Machinist Place, Suite 118B
       Upper Marlboro, MD 20772-2687
       Phone: 301-967-4560
       Fax: 301-967-4591

    8. Association of Flight Attendants
       Patricia A. Friend, International President
       1275 K Street, NW, Suite 500
       Washington, DC 20005
       Phone: 202-712-9799
       Fax: 202-712-9796

    9. LSG Sky Chefs, Inc.
       Janice L. Kiraly, Global Director-Credit & Collections
       524 E. Lamar Blvd., Suite 175
       Arlington, TX 76011
       Phone: 817-792-5553
       Fax: 817-792-1905

   10. Pension Benefit Guaranty Corporation
       Craig Yamaoka, Senior Financial Analyst
       1200 K Street, NW, Suite 270
       Washington, DC 20005-4026
       Phone: 202-326-4070
       Fax: 202-842-2643

   11. Rolls-Royce North America Inc. and affiliates
       Kevin T. Lowdermilk, Director of Financial Services
       14850 Conference Center Drive
       Chantilly, VA 20151
       Phone: 703-621-2816
       Fax: 703-318-9097

   12. U. S. Bank National Association
       E. Decker Adams, Vice President
       2 Avenue de Lafayette
       Boston, MA 02111
       Phone: 617-662-1754
       Fax: 617-662-1456

   13. Wilmington Trust Company
       Steven Cimalore, Vice President
       Rodney Square North
       1100 N. Market Street
       Wilmington, DE 19890
       Phone: 302-636-6058
       Fax: 302-636-4143
(US Airways Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

WABASH NATIONAL: Liquidity-Constrained Position Continues
Wabash National Corporation (NYSE: WNC) announced that in
January 2003 it achieved positive operating results. This marks
the first time since October 2000 that the Company achieved
positive operating results.

Commenting on these results, William P. Greubel, President and
Chief Executive Officer, stated, "It's especially gratifying to
see the results of our associate's hard work to turn this
business around. We still have work to do; however, we see
continued improvement from the momentum achieved during 2002
carrying through 2003. I believe these positive results, albeit
modest, are particularly rewarding given the continued weakness
in industry demand. Although we do not normally announce our
monthly results, given the significance of these results, we
believe it is important to inform our associates, customers,
suppliers, lenders and stockholders of our progress."

Given the softness in demand and other factors, the Company is
not prepared to predict that first quarter results, or any other
future periods, will achieve net income, and does not expect to
announce further results before the first quarter is completed.
Further, the Company remains in a highly liquidity-constrained
environment, and even though its bank lenders have waived
current covenant defaults through April 15, there is no
certainty that the Company will be able to successfully
negotiate modified financial covenants to enable it to achieve
compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) and
Fruehauf(R) brands. The Company believes it is one of the
world's largest manufacturers of truck trailers, the leading
manufacturer of composite trailers and through its RoadRailer(R)
products, the leading manufacturer of bimodal vehicles. The
Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and
used trailers and aftermarket parts, including its Fruehauf(R)
and Pro-Par(R) brand products with locations throughout the U.S.
and Canada.

WHEELING-PITTSBURGH: Court Clears Agreements with BofA for OCC
Wheeling-Pittsburgh Steel Corporation and Wheeling-Pittsburgh
Corporation, Debtors, ask Judge Bodoh to authorize:

        (1) WPSC to sign a No-Offset Letter in favor of Bank of
            America NA; and

        (2) WPC to sign a Subordination Agreement among WPC,
            Ohio Coatings Company, and the Bank of America.

WPC is a Delaware holding company that conducts no business of
its own. WPC's principal operating subsidiary is WPSC.  WPSC
produces and sells a broad array of flat rolled steel products
which are sold to steel service centers, converters, processors,
the construction industry and the container and appliance

OCC was created in July 1993 as a joint venture of WPC, NSA and
Dong Yang under a Shareholders' Agreement.  WPC and Dong Yang
each own 50% of the common stock of OCC, and NSA holds $3
million of preferred stock in OCC.  OCC was organized to build,
own and operate a tin coating facility located in Yorkville,
Ohio.  The OCC tin-coating facility is the only domestic
electro-tin plating facility constructed in the past 30 years
and supplies tin pate to the container and automotive
industries.  WPC and its subsidiaries produce all their tin
coated products through OCC.

OCC is in the process of refinancing its credit facility.  Bank
of America NA, OCC's new source of financing (replacing National
City Bank) is currently finalizing a Credit Agreement with OCC
under which the Bank will make available to OCC a revolving line
of credit for loans and letters of credit in an amount not to
exceed $18,000,000 and will make a term loan to OCC in the
aggregate principal amount of $4,300,000.  WPC and WPSC will
both benefit from the financial accommodations to be provided to
OCC by the Bank.  The Bank is requiring as a condition precedent
to closing under the OCC Credit Agreement that WPC sign a
Subordination Agreement and WPSC a No-Offset Letter.  WPC and
WPSC each say that in their sound business judgment it is in
their best interests, their creditors' best interests and the
best interests of their estates to do so.

                    The No-Offset Letter

The Bank intends to secure its advances and loans to OCC under
the OCC Credit Agreement by taking a security interest in and
assignment of OCC's accounts receivable.  As a condition to
making these loans and advances to OCC on its accounts
receivable arising from sales of its tin mill products to WPSC,
the Bank is requiring that WPSC:

        (1) sign and deliver the No-Offset Letter to the

        (2) agree that it will not offset against these
            accounts receivable any indebtedness owed by OCC
            to WPSC, WPC, or any of its affiliates; and

        (3) agree that it will pay indebtedness owed to OCC
            promptly when due.

                    The Subordination Agreement

As a further condition to providing OCC with financing, the Bank
requires that WPC sign and deliver a Subordination Agreement in
which WPC agrees and acknowledges that:

        (a) the $11,775,000 owed by OCC to WPC is subordinate
            to any indebtedness owed by OCC to the Bank under
            the OCC Credit Agreement;

        (b) OCC's payment of the $11,775,000 to WPC will be
            deferred to the indebtedness of OCC to the Bank
            under the OCC Credit Agreement;

        (c) WPC shall not attempt to collect any portion of the
            $11,775,000 or borrow any sums of money from OCC
            without the Bank's prior written consent;

        (d) upon an event of default by OCC under the OCC Credit
            Agreement, if OCC pays any amounts to WPC relating
            to the $11,775,000, WPC shall pay these amounts to
            the Bank;

        (e) notwithstanding any other provision of the
            Subordination Agreement, OCC may pay WPC
            Principal payments on the $11,775,000 if:

               (i) the principal amount of the term loan is less
                   than $2,500,000; and

              (ii) OCC's availability under the revolving credit
                   facility is at least $3,000,000;

             (iii) however, from June 30, 2003, until such time
                   as the principal amount of the term loan is
                   less than $2,500,000, OCC may make principal
                   payments to WPC on a quarterly basis provided

                       (1) there has been no default under the
                           OCC Credit Agreement, and

                       (2) the amount of the quarterly
                           repayments to WPC does not exceed
                           33-1/3% of OCC's excess cash flow for
                           the immediately preceding quarter;

        (f) notwithstanding any other provision of the
            Subordination Agreement, OCC may pay WPC interest
            payments on the $11,775,000 so long as there has
            been no event of default under the OCC Credit

Moving this case along, Judge Bodoh promptly approves these
agreements by granting the Motion. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

WINSTAR COMMS: Trustee Asks Court to Okay BW Fin'l Stipulation
Michael G. Menkowitz, Esq., at Fox Rothschild O'Brien & Frankel,
in Wilmington, Delaware, recounts that prior to the conversion
of Winstar Communications, Inc., and its debtor-affiliates'
cases to Chapter 7, the Debtors commenced a declaratory action
in the New York State Supreme Court, Commercial Division to seek
these declarations:

    A. a certain facility agreement with the predecessor-in-
       interest to BW Financial Corp., by which this predecessor
       company made a loan facility available to the Debtors and
       conveyed certain equipment pursuant to 38 separate
       equipment schedules, in the nature of a sale or leaseback

    B. that the Debtors satisfied all of its obligations
       Pursuant to the Agreement; and

    C. that certain certificates of title to the Equipment
       should be conveyed by BW Financial to the Debtors.

Subsequently, Mr. Menkowitz relates that the Court granted BW
Financial relief from the automatic stay to pursue counterclaims
against the Debtors in the Declaratory Action.  Specifically, BW
Financial asserted counterclaims against the Debtors amounting
to $2,616,780.55.  BWF moved for summary judgment dismissing the
Declaratory Action and entering judgment on its counterclaims,
including attorney's fees, and directing replevin of the

On October 29, 2002, the court denied BW Financial's motion for
summary judgment and granted the Debtors' reverse summary
judgment in their favor.  The court ordered BW Financial to
convey title to the Equipment, and assessed damages against the
Debtors for "fair rent" for the Equipment for the time periods
between the termination of the Equipment Schedules, namely on
September 30, 2000, and the tendering of the payment price,
namely on December 8, 2000, and referred the matter of assessing
the "fair rent" to a Special Referee for determination.

To avoid the additional costs and expenses associated with a
Special Referee hearing, on January 16, 2003, the Debtors and BW
Financial stipulated these agreements:

    A. the "fair rent" to be assessed for the time periods
       Between the termination of the Equipment Schedules,
       namely on September 30, 2000, and the tendering of the
       payment price, namely, December 8, 2000, will be fixed at
       $250,000; and

    B. the Debtors and BW Financial propose to stipulate to a
       further order:

       1. confirming the Court's Memorandum Order of October 29,

       2. entering a judgment against the Debtors amounting to
          $250,000; and

       3. dismissing the Declaratory Action.

Mr. Menkowitz reports that the Trustee and BW Financial explored
and took contrary positions with respect to whether the Debtors
had satisfied all their obligations under the Agreements.
Specifically, BW Financial sought summary judgment, claiming
that the Agreement was not a true sale, but rather a lease and
the Debtors owed the unpaid month-to-month lease obligations,
totaling more than $2,000,000.  However, after extensive
negotiations, the Trustee and BW Financial have agreed to
resolve all claims that they may have against one another in
connection with the Agreements and any and all other matters,
known or unknown, in consideration for the entry of a stipulated
judgment in BW Financial's favor amounting to $250,000, which
will be treated as a prepetition, general unsecured claim
pursuant to the Stipulation.

The salient terms of the settlement embodied by the Stipulation

    A. The Trustee agrees to stipulate to the entry of a
       judgment in the New York Supreme Court amounting to
       $250,000, representing the "fair rent" for the time
       periods between the termination of the Equipment
       Schedules, namely on September 30, 2000, and the
       tendering of the payment price, namely on December 8,
       2000, which Judgment will be treated as a prepetition,
       general unsecured claim in these cases, in exchange for
       BW Financial's release of any and all claims of
       whatsoever nature against the Debtors' estates or
       the Trustee, her successors and assigns, except for the
       BW Financial Prepetition Claim; and

    B. The parties agree to take the steps necessary to have the
       Judgment entered in the New York Supreme Court fixing the
       BW Financial Prepetition Claim after the Delaware
       Bankruptcy Court approves this Stipulation.

By this motion, the Chapter 7 Trustee asks the Court to approve
the Stipulation and authorize the Trustee to consummate all
transactions related to the Stipulation.

Absent the Stipulation, Mr. Menkowitz argues, the Trustee would
be forced to proceed with the Special Referee hearing that would
unnecessarily burden the Debtors' estates.  Based on the high
cost of this potential hearing and the resultant negotiations
that would ensue in relation to the value in connection with
fixing the BW Financial Prepetition Claim, the Trustee asserts
that the Stipulation represents a fair and reasonable consensual
resolution of the issues addressed.  The parties to the
Stipulation recognize that the outcome of any special mediation
over claims cannot be predicated with certainty. (Winstar
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

* Angelo Gordon Forms New Billion-Dollar Distressed Debt Fund
Angelo, Gordon & Co., L.P. is advertising that AG Capital
Recovery Partners IV, L.P., put together a $1 billion limited
partnership last month to invest in distressed securities.  

                   Angelo Gordon & Co., L.P.
                       245 Park Avenue
                      New York, NY 10167
                    Telephone 212.692.2042
                       Fax 212.867.9328

* Edward L. Finn Joins Stonehill Group as Chief Exec. Officer
Edward L. Finn has joined Stonehill Group, LLP as a Principal
and has been named Chief Executive Officer of Stonehill
Financial, LLC, a subsidiary, which purchases under-performing
debt of privately held troubled companies.

Stonehill Financial, LLC purchases distress debt in amounts from
$5 to $50 million and is financed by Varde Partners, Inc., a
Minnesota based firm that has invested over $2 billion in non-
performing and sub-performing loans. The Minneapolis-based
Stonehill Group provides consulting services to companies facing
unique and important issues with business and financial
components, such as litigation, the sale or refinancing of the
business, a major acquisition and insolvency issues.

Ed was with Ernst & Young for over 25 years, serving as Managing
Partner of the Minneapolis, Minnesota area and Providence, Rhode
Island offices and following retirement served as the Executive
Vice President and CFO of Green Tree Financial Corporation and
the CFO of Caribou Coffee Company. Ed is a graduate of Notre
Dame with a BBA in Finance and has a Juris Doctorate from Boston
College and an LLM in taxation from Boston University School of

Stonehill Group, LLP is comprised of experienced business
consultants skilled in finance, economics, accounting,
management and the law.

* Kenneth J. Severinson Named President of Stonehill Financial
Kenneth J. Severinson has been named President of Stonehill
Financial, LLC, a newly formed company which purchases under-
performing debt of privately held troubled companies.

Stonehill Financial purchases distressed debt in amounts from $5
to $50 million and is financed by Varde Partners, Inc., a
Minnesota based firm that has invested over $2 Billion in non-
performing and sub-performing loans. The Minneapolis- based
Stonehill Group provides consulting services to companies facing
unique and important issues with business and financial
components, such as litigation, the sale or refinancing of the
business, a major acquisition or insolvency issues.

Over his thirty-five plus year career, Ken has gained a
significant background in acquisitions, start-ups, turnarounds,
IPO's and public and private financings of large and small
companies. Ken led numerous companies as Director, CEO,
President, COO and/or CFO following his nine-year tenure as a
CPA with Arthur Andersen & Co. During his almost twenty years of
affiliation with Irwin L. Jacobs, he gained truly unique and
remarkable experience managing companies, turning companies
around, leading companies through Chapter 11, performing due
diligence on countless potential target acquisitions, and
actively selling countless companies and divisions. In addition,
he was the COO of a $40 plus million private equity fund
investing in financial services companies.

Ken is a graduate of the University of North Dakota with a
degree in Business Administration.

Stonehill Group, LLP is comprised of experienced business
consultants skilled in finance, economics, accounting,
management and the law.

* Stonehill Group LLC Forms $50-Million Distressed Debt Fund
Stonehill Group, LLP has formed Stonehill Financial, LLC to
purchase under-performing loan obligations of privately held
troubled companies. Stonehill Financial is financed by Varde
Partners, Inc., a Minnesota based firm which has invested over
$2 billion in non-performing and sub-performing debt.

Donald C. Swenson, a founding partner of Stonehill Group and
Chairman of Stonehill Financial stated, "We are pleased that
Edward L. Finn, a former managing partner of Ernst & Young and
CFO of Greentree Financial and Caribou Coffee, has joined
Stonehill Financial as our CEO. We will be acquiring under-
performing loans from financial institutions. We will work with
the borrower to restructure its financing and may provide
additional financing, without the owners having to sell or
dilute equity ownership, if we believe the company has a viable
turnaround plan and a strong management team."

Stonehill Group, LLP is comprised of experienced business
consultants skilled in finance, economics, accounting,
management and the law and provides services to companies facing
unique and important issues with business and financial
components, such as litigation, the sale or refinancing of the
business, a major acquisition and insolvency issues.

Varde Partners, Inc., was founded in 1993 and specializes in
acquiring non- performing and sub-performing debt.

* Steel Industry Urges Gov't to Keep Steel Program in Place
Marking one year since President Bush initiated a steel 201
tariff program to respond to serious import injury, the U.S.
steel industry issued a Progress Report showing the program is
succeeding and that the industry is starting to turn the corner.
At the same time, the Report stressed that the task of meeting
the President's goals is not yet complete and that it remains
absolutely essential to keep the program in place for the
intended, full three years.

The Report further advises that it would be "an unconscionable
national security risk to allow America to become significantly
dependent on foreign steel sources ... especially in a time of

"President Bush's steel tariffs are working, and the industry is
just starting to turn the corner, but it is now more important
than ever, given the recent deterioration in U.S. steel market
conditions and steel's essential role in national security, that
the President stay the course."

"The tariffs must be allowed to run for the full three-year
term; there must be no unwarranted 201 product exclusions;
surges from developing countries must be curtailed; and the
Administration needs to focus even greater attention on the
multilateral aspects of the President's Steel Program -- ending
steel subsidies and other trade distorting practices, and
eliminating inefficient and excess steel capacity worldwide,"
the Report states.

The Report credits the President's steel program for enabling
the most significant restructuring and consolidation in the
domestic steel industry in decades to occur. Some examples that
the Report highlights, include:

* Bethlehem Steel is purchased by International Steel Group, a
deal that could bring Bethlehem out of bankruptcy and create the
nation's largest steel maker. Earlier this year, ISG acquired
LTV Corporation, and later Acme Steel, which had ceased
operations. Wilbur Ross, Chairman of W.L. Ross, which purchased
LTV steel, identified "strong relief under Section 201" as one
of the reasons he believes ISG will be successful.

* U.S. Steel and AK Steel are both vying to acquire National
Steel. Either way, it represents a dramatic consolidation
underway within the industry.

* Nucor Corporation acquires of Birmingham Steel's assets
(involving Birmingham's mills in Alabama, Illinois, Mississippi
and Washington). The transaction was completed on December 9,

* In July 2002, Nucor purchased the assets of Trico Steel
Company in Decatur, Alabama, increasing its sheet production
capacity by 30 percent. The facility, now known as Nucor Steel
Decatur, successfully produced its first heat and cast its first
slabs the week of September 16 -- less than 60 days from closing
of the acquisition.

* In September 2002, Steel Dynamics Inc. (SDI) bought the
Qualitech mill in Pittsboro, where it expects to begin producing
steel bar by midyear. More recently, it agreed to buy the
GalvPro II LLC galvanizing facility in Jeffersonville, Ind. SDI
is seeing improved profitability as a result of the President's

* In August, Gerdau SA North American announced an agreement to
acquire Co-Steel's assets in an all-stock transaction that will
be accounted for as a "reverse take-over." The combined entity,
Gerdau AmeriSteel Corporation, is now the second largest North
American mini-mill steel producer, with 11 mill locations.

* On August 16, 2002, Republic Engineered Products LLC formally
announced its launch with the completion of the purchase of
select operating assets from Republic Technologies International
LLC. RTI had filed for Chapter 11 bankruptcy in April 2001. The
new REP operates six North American facilities and employs 2,500
workers, and remains the leading U.S. supplier of special bar
quality steel. Sustained 201-import relief has been essential to
REP's reorganization and consolidation.

The Report also notes that the impact of relief on steel users
has been modest. Prices today, despite some recovery, are still
below their 20-year average and for most manufacturers of steel-
containing products, steel represents only a tiny portion of
their costs. There has been no evidence of added costs to the
end consumers as auto and appliance prices declined over the
last year (2002).

"The ready availability of quality domestic steel products is
not an issue," the Report states. "Adequate steel supply exists
and is being maintained." The Report also points out that
tariffs do not prevent steel products from entering the U.S.
market, noting that imports of many finished products were, in
fact, up substantially in 2002, compared to the year before,
ever after the tariffs were put in place.

It also cites data showing that steel prices in the U.S. are now
lower than they are in many markets around the world. In the
case of China, for example, U.S. steel prices are lower by up to
$70 per ton, the Report notes.

"The U.S. steel industry's domestic customer base will benefit
long-term from having a strong and viable domestic steel
supplier base," the Report maintains. "While import relief is
not unduly harming steel users, it is absolutely essential to
steel producers. Import relief is an essential component of
President Bush's steel plan because it is stimulating global
talks to reduce steel capacity and giving the domestic industry
the time to make the critical decisions about investment,
restructuring and consolidation that can lead to long-term
health and competitiveness."

A more complete list of examples of consolidation and
restructuring in the U.S. steel industry can be found in "U.S.
Steel Industry Progress Report, The President's Steel Program,"
at http://www.steel.orgthe Web site of the American Iron and  
Steel Institute (AISI).

AISI is a non-profit association of North American companies
engaged in the iron and steel industry. The Institute serves as
the voice of the North American steel industry, speaking out on
behalf of its members in the public policy arena and advancing
the case for steel in the marketplace as the preferred material
of choice. AISI also plays a lead role in the development and
application of new steels and steelmaking technology. AISI is
comprised of 32 member companies, including integrated and
electric furnace steelmakers, and 144 associate and affiliate
members who are suppliers to or customers of the steel industry.
For more news about steel and its applications, view AISI's Web
site at

* USWA Supports Two More Years of Steel Tariffs
Leo W. Gerard, President of the United Steelworkers of America
(USWA) said that the steel tariffs imposed by the Bush
Administration are helping the union's efforts to bring about
the consolidation among several distressed American steel
companies, despite numerous exemptions that have limited the
tariffs to only five percent of steel being consumed in the U.S.

"Without continuation of a full range of tariffs for another two
years," Gerard said on the first anniversary of the tariff
decision, "industry restructuring will fail, steelworker jobs,
families, and communities will be hung out to dry, plus national
security will be put at greater risk.

"USWA-represented steelworkers and retirees are shouldering a
huge burden of the restructuring that's already taken place," he
added, citing the nearly 200,000 Steelworker retirees and their
dependents who have lost their health care benefits as a result
of 17 steel company liquidations.

Last month's ratification by steelworkers of an innovative labor
agreement with the newly-created International Steel Group (ISG)
established industry- leading wages and a defined benefit
pension, as well as achieving a first-ever benefit trust to
provide a measure of health care relief for retirees of ISG's
predecessor companies -- LTV Steel and Acme Steel. "Without the
tariffs," Gerard said, "it's unlikely that we could have made so
much progress toward consolidation.

"Yet we're only in the early stages of rebuilding a globally
competitive industry," he added. "The additional two years of
tariffs will be essential for securing ISG's future as the buyer
of Bethlehem, just as it will for whichever company buys
National Steel." Both AK Steel and US Steel are vying for
ownership of National.

Gerard noted that import volume is increasing, prices are
falling, and the second and third years of the tariffs are being
applied at reduced duty levels that will substantially challenge
the continued progress toward consolidation and the fragile
security of American steelworkers.

"Besides that," he added, "the Administration continues to
oppose policies that would provide health care benefits to the
200,000 retired steelworkers, dependents and surviving spouses
whose health benefits have been wiped out by unfair trade. And
tens of thousands of additional retirees' healthcare benefits
are in jeopardy among the more than 30 steel companies still in

"We need emergency funding of replacement healthcare benefits
for these retirees. Otherwise we're going to look back on the
tariffs as half-way measures that failed those who needed help
most and were left with nothing to show but heartache for the
decades of hard work they gave to building this country."

* DebtTraders' Real-Time Bond Pricing

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

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


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

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

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 Go 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 ***