TCR_Public/030312.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 12, 2003, Vol. 7, No. 50    

                          Headlines

ADELPHIA BUSINESS: Hanover Insurance Moves for a Rule 2004 Exam
ADELPHIA COMMS: Renews CVC Engagement as Litigation Consultants
ALLEGIANCE TELECOM: Fitch Further Drops Junk Debt Ratings to CC
AMAZON.COM: Legg Mason Discloses 15.56% Equity Stake
ANC RENTAL: ESL Partners Discloses 8.5% Equity Stake

APPIANT TECHNOLOGIES: Unlikely to Continue as a Going Concern
ARBELLA INSURANCE: Counterparty Credit Rating Downgraded to BBpi
APPLICA INC: Will Redeem Common Stock Purchase Rights
ARMSTRONG: Battles with California about Excusable Neglect
ASBESTOS CLAIMS: Solicitation Period Extended through April 14

BEA CBO: Fitch Cuts & Affirms Ratings on 6 Series 1998-2 Classes
BIOVEST INT'L: Dec. Working Capital Deficit Balloons to $2.4-Mil  
BOEING CO: Realigns State and Local Government Operations
COMMUNICATION DYNAMICS: Paul Weiss Serves as Committee's Counsel
CONSECO FINANCE: Subsidiaries Have to April 5 to File Schedules

CONSOLIDATED FREIGHTWAYS: Selling Canadian Unit for $90 Million
CORNING INC: CFO James Flaw Presents at Deutsche Bank Conference
COVANTA ENERGY: Wants Court to Okay Settlement Pact with Masse
CTC COMMS: Wants to Stretch Lease Decision Time through May 5
DALLAS LANDFILL: Case Summary & 13 Largest Unsecured Creditors

DAW TECHNOLOGIES: Commences Chapter 11 Reorganization Proceeding
DAW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Updates Guidance Due to Geopolitical Uncertainties
DIVINE INC: Wants to Appoint Trumbull Services as Claims Agent
DOW CORNING: Launches a New Service Solutions & Testing Unit

DT INDUSTRIES: Obtains Waiver of Covenant Defaults in Q2-Q3 2003
ENCOMPASS SERVICES: Overview of Debtors' Joint Chapter 11 Plan
ENRON: Seeking Court Nod on Settlement Deal with Orange County
FASTENTECH: S&P Takes Back B- Senior Subordinated Note Rating
FEDERAL-MOGUL: Court Okays $28 Million Camshafts Sale to Asimco

FRESH AMERICA: Liquidating Assets Under Court Supervision
FOUNTAIN VIEW: Files Reorganization Plan in C.D. California
GENCORP INC: Plans to Appeal Court Decision in Case Against Olin
GENERAL CREDIT: S.D. New York Court OKs Consolidation of Estates
GENESEE CORP: Issues Statement of Net Assets in Liquidation

GILAT SATELLITE: Discloses Impending Changes in Top Exec. Posts
GLOBAL CROSSING: Creditors Back Hutchison/ST Purchase Pact
GLOBAL CROSSING: Releases Special Committee's Fraud Report
GOODYEAR TIRE: S&P Ratchets Class A-1 Trust Note Rating to BB-
HOLLINGER INT'L: Amends Debt Arrangements with Hollinger Inc.

HYPERFEED: Posts Net Losses for Fourth Quarter and Year-End 2002
HYPERTENSION DIAGNOSTIC: Ability to Continue Operations Doubtful
INBUSINESS: Obtains $2MM Capital Infusion from Treklogic Tech
INSILCO HOLDING: Judge Carey Approves Asset Sales
INSILCO: Bel Acquisition of Passive Components to Close by March

KAISER ALUMINUM: Summit Purchase Agreement Gets Court Nod
LA QUINTA: Bank Lenders Agree to Relax Financial Covenants
LEGACY HOTELS: Initiates Amendments to Management Structure
LEGACY HOTELS: First Quarter Distribution Will Be On April 20
LEHMAN ABS CORP: Fitch Ratchets Ratings on Classes M-2 & B-1

LEHMAN BROS: Fitch Downgrades 2000-LLF C7 Class L & M to BB+/B+
MAGELLAN HEALTH: Files for Chapter 11 Protection in S.D.N.Y.
MAGELLAN HEALTH: Case Summary & 50 Largest Unsecured Creditors
MALLON RESOURCES: Black Hills Completes $53 Million Acquisition
MATRIA HEALTHCARE: S&P Affirms Low-B Corp. Credit Rating at B+

MICROFINANCIAL: Engages Triax to Assist in Debt Restructuring
MOBILE TOOL: Asks Court for Permission to Hire Keen Realty
NAT'L CENTURY: Wants to Reject Agreements with Former Officers
NAT'L STEEL: Court Grants Lift Stay to Set Off Worthington Claim
NATIONSRENT: Seeks Nod on Case Credit & New Holland Agreements

NEXT LEVEL: Motorola Waives Condition and Extends Tender Offer
NEXTEL: Fitch Revises Rating Outlook to Positive from Stable
OWENS CORNING: Gets Extension of Intercompany Tolling Agreement
PEABODY ENERGY: Fitch Rates New Facility & Sr. Notes at BB+/BB
PERKINELMER: Launches New Business to Reshape Laboratory Service

PLANVISTA: ComVest-Led Group Acquires Bank Group's Interest
PURCHASEPRO.COM: U.S. Trustee Moves for Chapter 7 Liquidation
RCN CORPORATION: Senior Lenders Agree To Amend Credit Agreement
QWEST COMMS: CFO Shaffer to Speak at Janco Partners Conference
SCORES HOLDING: Restructuring Outstanding Debt

STELCO: 175 Jobs Lost as Welland Pipe Unit Closes Permanently
TANGIBLE ASSET: Substantial Losses Prompt Going Concern Doubts
TCW LINC: Fitch Hatchets Ratings on 5 Note Classes to Junk Level
TRANSCARE: Seeks to Extend Solicitation Period through May 12
TYCO INTL: Will Webcast Institutional Investors Meeting Tomorrow

TYCO INT'L: Newly Elected Board Makes Committee Assignments
UNIROYAL TECH: Retirees Committee Employs Levy Ratner as Counsel
UNITED AIRLINES: AT&T Holds $205 Million Unpaid Lease Claim
US AIRWAYS: MBIA Exercises Right to Purchase Trust Certificates
US STEEL: Sees Loss for Q1 2003 Due To Increased Benefit Costs

WALTER INDUSTRIES: Senior VP Anthony Hines To Retire on April 1
WORLDCOM INC: Enters Into Settlement Pact with Cable & Wireless

* Meetings, Conferences and Seminars

                          *********

ADELPHIA BUSINESS: Hanover Insurance Moves for a Rule 2004 Exam
---------------------------------------------------------------
The Hanover Insurance Company asks the U.S. Bankruptcy Court for
the Southern District of New York, pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedures, to direct Adelphia
Business Solutions, Inc., and its debtor-affiliates to produce
documents and for an examination of the Debtors' CEO Robert
Guth.

Hanover is informed and believes that Adelphia Business
Solutions, Inc., is receiving revenue from a non-debtor
subsidiary, Adelphia Business Solutions, Inc. of Pennsylvania,
Inc., which is using assets related to a contract between
Allegheny Communications Connect, Inc. and a debtor subsidiary,
Adelphia Business Solutions Long Haul.  Through this
arrangement, ABIZ is receiving the benefits of a contract
between Long Haul and Allegheny without Long Haul assuming the
burdens of that contract.  Hanover issued a surety bond for
$15,500,000 to secure the obligations of Long Haul under its
contract with Allegheny.

Allegheny has no motive to compel assumption of the contract by
Long Haul as it has sought recourse against Hanover's bond.  The
Unsecured Creditors' Committee has apparently done nothing to
pursue information about the transactions because the
transactions affect only Long Haul's creditors and perhaps ABIZ
Pennsylvania's creditors.

Hanover seeks discovery to determine the relationship between
the primary debtor in this case, ABIZ, the subsidiary, Long
Haul, and the non-debtor company, ABIZ Pennsylvania, and to
determine their rights and obligations under the Allegheny
Contract.  The need for the discovery is apparent from the
schedules and other information disclosed in this case,
including:

    -- Long Haul's schedule of assets includes the fiber optic
       lines built by Allegheny;

    -- Long Haul appears to be able to assume its own
       obligations in that its schedules of assets are
       $270,000,000 while its schedule of liabilities is only
       $23,000,000;

    -- The schedule of liabilities for Long Haul includes the
       failure to pay Allegheny the $15,500,000 secured by
       Hanover's bond for the Allegheny Contract;

    -- Long Haul's fiber optic lines appear to have been
       "bundled" with other subsidiaries' assets to generate
       revenue for ABIZ Pennsylvania without any indication that
       Long Haul's creditors are being compensated; and
      
    -- ABIZ Long Haul has undertaken no efforts to assume the
       contract, notwithstanding the apparent ability of some of
       the Debtors to reap the benefits of the contract with
       Allegheny.

Steven H. Rittmaster, Esq., at Torre Lentz Gamell Gary &
Rittmaster LLP, in New York, recounts that prior to the Petition
Date, Hanover issued 200 surety bonds, with an aggregate penal
sum over $30,500,000, on behalf of, or for the benefit of, the
Debtors.  One of the Hanover bonds is Bond No. 168888 issued by
Hanover, as surety, on behalf of Long Haul and Adelphia
Communications Corporation, as principals, in favor of
Allegheny, as obligee.  The Allegheny Bond is dated July 12,
2001 and is in the penal sum of $15,500,000.

The Allegheny Bond recites, in part, that Long Haul and
Allegheny entered into a Fiber Optic Agreement dated August 13,
1999, as amended through Addendum #7, under which Allegheny was
to construct a fiber optic cable network and grant Long Haul a
license to use certain fiber optic cables in the form of an
Indefeasible Right of Use, conditioned on various payments being
made to Allegheny by Long Haul and Adelphia Communications
Corporation.  Two Addenda to the contract also provided
Allegheny a license from Long Haul to use certain specific fiber
optic cables, similarly in the form of an IRU, including a 10-
mile link from Pittsburgh to Bridgeville -- Addendum #5; and a
75-mile link from State College to Altoona -- Addendum #7.  By
letter to Hanover dated June 17, 2002, Allegheny formally made a
claim against Hanover under the Allegheny Bond for the full
$15,500,000 penal sum by reason of Long Haul's alleged failure
to make payments under the Allegheny Contract.

The Debtors' disclosures about the Allegheny Contract and where
it fits into the assets and liabilities are confusing in that:

    A. Long Haul's schedules of assets and liabilities initially
       listed about $7,000,000 of unsecured non-priority
       liabilities, but failed to list Allegheny's $16,000,000
       claim -- notwithstanding that it had been the subject of
       extensive discussion shortly prior to the filing of the
       schedules on October 2, 2002, including testimony by Long
       Haul's CEO Robert Guth to the effect that Long Haul was
       in default of the Allegheny Contract as of July 23, 2002.
       Long Haul subsequently amended its schedule of
       liabilities to add Allegheny and Hanover, thus increasing
       Long Haul's apparent liabilities to $23,000,000.

    B. Long Haul's Schedule of Personal Property lists numerous
       licenses and lengthy strands of fiber optic lines.  More
       than 20 of these licenses are in Pennsylvania, including
       Pittsburgh, State College, and Altoona.  Long Haul's
       schedules also list assets consisting of fiber optic
       cable IRU rights provided by Allegheny, valued at a "net
       book value" of $5,302,383 -- along with other IRU rights
       totaling more than $190,000,000, mostly outside of
       Pennsylvania.

    C. Mr. Guth has testified in this Court that the Debtors
       were using portions of the Allegheny system to service
       Pennsylvania.  At a hearing on Hanover's motion to lift
       the automatic stay to cancel certain surety bonds, Mr.
       Guth testified that the Allegheny Contract was "an
       important contract to our company", "very crucial", "an
       important infrastructure", and "the best and most
       efficient way for us to perform under the Commonwealth of
       Pennsylvania contract."

    D. Similarly, ABIZ's consolidated Monthly Operating
       Statement for the period October 1 to 31, 2002 dated
       November 27, 2002, indicates ABIZ is receiving
       $24,000,000 in revenues per month.  A significant portion
       of those revenues apparently are derived from
       Pennsylvania, including $4,017,669 in revenues allegedly
       generated by ABIZ Pennsylvania.  Nevertheless, the
       operating statement indicates that ABIZ Pennsylvania was
       actually losing money, in part by incurring "Bankruptcy
       charges" amounting to $423,750, which were charged
       against ABIZ Pennsylvania even though that entity was
       spared from bankruptcy.

    E. Security deposits listed in Long Haul's schedules include
       three Allegheny security deposits totaling $4,122,000
       which may be available to offset Allegheny's claims
       against Long Haul.  Allegheny's counsel indicated in a
       letter dated October 25, 2002, that Allegheny never
       actually received those security deposits.  Hanover
       obviously should be furnished, at the time of the Rule
       2004 examination, all information surrounding the
       existence or non-existence of any security deposits, and
       the reasons for the apparent difference of opinion as to
       whether these $4,122,000 in security deposits, listed on
       Long Haul's official Schedule of Chapter 11 Assets, do or
       do not actually exist.

Mr. Rittmaster insists that Hanover is clearly a creditor and a
party-in-interest in this case.  The $15,500,000 claim submitted
by Allegheny, if paid by Hanover, will entitle Hanover to be
repaid by Long Haul, as the principal under the bond, and
Hanover will become subrogated to certain of Allegheny's rights
in the fiber optic cable network.  Hanover also issued an
additional $15,000,000 of other bonds, many of which remain
outstanding.  In any event, Hanover has incurred expenses and
legal fees for which the Debtors are obligated to reimburse
Hanover under a written agreement of indemnity, thus assuring
Hanover the status of a creditor even if it incurs no other
losses.

Mr. Rittmaster believes that Hanover is entitled to inquire into
the circumstances surrounding the "bundling" of Long Haul's
assets with the remaining ABIZ assets, and the distribution of
revenues derived from that bundling.  Hanover contends that even
the mere hint that substantive consolidation might be pursued in
this case, to the prejudice of Hanover as a creditor of an
apparently solvent Debtor -- whose schedules show $270,000,000
in assets and only $23,000,000 in liabilities -- should entitle
Hanover to extensive discovery of the entirety of the Debtors'
interrelationships.

Mr. Rittmaster assures the Court that Hanover's requested
discovery is narrowly tailored to provide documents and
information which Hanover requires to determine the extent to
which Long Haul's assets are being dissipated or used by its
affiliates without just compensation.  The discovery should also
allow Hanover to understand the extent to which Long Haul's
failure to make payment under the Allegheny Contract may prevent
Long Haul, ABIZ or ABIZ Pennsylvania from using the Allegheny
fiber optic lines to generate revenues with which to pay
creditors of any of the Debtors, as well as the extent to which
the Debtors' Chapter 11 estates may be incurring additional
liability relating to any failure by the Debtors to provide
Allegheny with access to the portions of the fiber optics lines
to which Long Haul had granted IRUs to Allegheny.

Mr. Rittmaster believes that this disclosure should also help
Hanover understand and discharge its obligations under the
Allegheny Bond, which in part are dependent on the extent to
which Allegheny itself has actually completed the construction
of the fiber optic network, in a timely and acceptable manner.
Nevertheless, the mere fact that there is litigation pending
against a person sought to be examined under Rule 2004 is not a
sufficient reason for denying the request for an examination.  
In re Drexel Burnham Lambert Group, Inc. (Bankr. S.D.N.Y. 1991);
In re Coffee Cupboard, Inc., 128 B.R. 509 (E.D.N.Y. 1991).  The
fact of the matter is that the completion or non-completion of
portions of the Allegheny network may be relevant to both the
litigation and the reorganization plan, and the existence or
non-existence of more than $4,000,000 in security deposits which
Allegheny denies it is holding for Long Haul may also be
relevant to both the litigation and to the reorganization plan.  
Hanover is entitled to know the truth about these items in both
of these proceedings, that is, both the litigation and the
Chapter 11 case.  The Debtors should not be heard to complain
that they cannot be bothered with inquiries into their accuracy
of their operations and financial accountability just because
Hanover might be able to get portions of one side of the story
by seeking depositions in a different lawsuit. (Adelphia
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMMS: Renews CVC Engagement as Litigation Consultants
---------------------------------------------------------------
According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, ML Media Partners L.P. and Century
Communications Corporation each hold a 50% interest in
Century/ML Cable Venture, which was formed in 1986 and owns and
operates a cable television system in Puerto Rico.  Pursuant to
the Amended and Restated Management Agreement and Joint Venture
Agreement, dated July 1, 1994, Century, which has been
indirectly owned and controlled by the Adelphia Communications
Debtors since October 1999, was appointed manager of the Joint
Venture's cable system.

In March 2000, ML Media brought a suit in the Supreme Court of
the State of New York, New York County, against Century, the
ACOM Debtors and Century's immediate parent, Arahova
Communications, Inc., one of the Debtors, alleging various
breaches of the Joint Venture Agreement.  On December 13, 2001,
the parties negotiated a settlement suspending the litigation
and entered into a Leveraged Recapitalization Agreement, which
provided for the Joint Venture's purchase of ML Media's 50%
interest in the Joint Venture for $275,000,000.

Ms. Chapman explains that the Recap Agreement provided for a
September 30, 2002 closing of the purchase of ML Media's 50%
interest unless there occurred an event that gave rise to an
acceleration of the closing date, in which case the closing was
to take place 10 business days after the Acceleration Event.  
The Recap Agreement also purported to require the ACOM Debtors
to purchase ML Media's Joint Venture interest in the event that
the Joint Venture failed to consummate its purchase obligation.

The current dispute now before this Court concerns ML Media's
claim that two independent Acceleration Events have occurred, so
that the Joint Venture and the Debtors were obligated to redeem
ML Media's Joint Venture interest in advance of the agreement's
September 30, 2002 closing date.  By a Decision and Order dated
January 17, 2003, this Court denied the parties' cross motions
for summary judgment on the issue of whether there was an
acceleration of the closing date under the Recap Agreement,
explaining that, at least with respect to the acceleration date
issue, "the interpretation of the Recap Agreement requires
resort to extrinsic evidence."  The Court also denied summary
judgment on the basis of arguments advanced by the Debtors,
Century and the Joint Venture that the Recap Agreement should be
avoided as a fraudulent conveyance.  Specifically, the Court
found that their "contentions as to fraudulent conveyance [are]
sufficient to warrant the denial of summary judgment" and that
these "allegations [should be] fleshed out" and "any necessary
discovery with respect to that matter" should be conducted.

By this motion, the Debtors seek the Court's authority to retain
Standard & Poor's Corporate Value Consulting to continue to
assist the Debtors and their counsel as litigation consultants
in their Chapter 11 cases to provide litigation consulting
services related to the Debtors' fraudulent conveyance claims
against ML Media, nunc pro tunc to January 10, 2003.

Ms. Chapman informs the Court that CVC will advise the Debtors
and Willkie Farr & Gallagher in connection with the Debtors'
consideration, preparation, and prosecution of an action to set
aside the Recap Agreement on, among other theories, fraudulent
conveyance grounds.  Specifically, the Debtors intend to utilize
CVC in connection with these activities:

    -- consideration and drafting of avoidance action pleadings;

    -- discovery on issues pertaining to the avoidance action;

    -- creation of expert reports and analyses; and

    -- trial preparation.

Ms. Chapman relates that CVC is one of the leading fraudulent
conveyance litigation consulting firms and is a U.S. market
leader in providing financial analyses for financial reporting,
tax, business combinations, corporate restructuring, capital
allocation and capital structure purposes.  
On September 1, 2001, CVC became a business unit of Standard and
Poor's.  The McGraw-Hill Companies, Inc., as the ultimate parent
of CVC, is a multinational company with numerous business units
employing over 15,000 employees in more than 300 locations
around the world.  In addition to providing financial services
through S&P, McGraw-Hill is a leading worldwide provider of
educational materials and professional information as well as
information and media services for millions of businesses and
professionals in the aviation, energy, construction and
healthcare markets.  Some of its well-known brands include
McGraw-Hill Education, BusinessWeek, McGraw-Hill Construction
and Platts.

According to Ms. Chapman, CVC employs 340 employees in 12
locations in the U.S.  CVC's professionals are highly respected
and experienced in providing financial analytic services for a
variety of industries, including the telecommunications, cable
access and satellite access industries.  Prior to its
acquisition by McGraw-Hill, CVC operated as a division of
PricewaterhouseCoopers LLP.  Finally, CVC has extensive
experience in advising attorneys and clients in fraudulent
conveyance and preference litigations, including, for example,
In re FoxMeyer Drug Co., Adv. No. A98-279 (D. Del.).

CVC will seek compensation for its services at its standard
hourly rates, which are based on the professionals' level of
experience plus reimbursement of out-of-pocket expenses incurred
in performing services for the Debtors.  The firm's current
standard hourly rates are:

       Directors                  $550 - 660
       Managers                    440
       Associates                  230 - 330

The professionals who are currently rendering services in these
cases are:

    -- Allen Pfeiffer, Lead Managing Director

    -- Nathan Levin and Warren Hirschhorn, Managing Directors

    -- Michael Vitti, Manager

    -- Susan Del Vecchio and William Hrycay, Senior Associates

According to CVC's books and records, the firm has not received
any compensation for services rendered in the Debtors' Chapter
11 cases.  However, for services rendered to the Debtors since
January 10, 2003, Ms. Chapman informs the Court that CVC has
accrued $192,000 in fees and $5,500 in expenses in connection
with assistance CVC provided to the Debtors related to certain
pleadings that were filed with this Court on January 27, 2003.

Ms. Chapman reports that the Debtors have agreed to indemnify
and hold harmless CVC and its members, employees, agents,
affiliates and controlling persons during the pendency of these
cases pursuant to the provisions of their Engagement Letter.  To
the extent that CVC provides advisory services to Willkie Farr
in connection with litigation matters, CVC's work will be
performed at the direction of Willkie Farr and will be for the
purpose of assisting Willkie Farr in its representation of the
Debtors.  As a result, CVC's work may be of fundamental
importance in the formation of mental impressions and legal
theories by Willkie Farr, which may be used in counseling the
Debtors and in the representation of the Debtors.  Accordingly,
for CVC to carry out its responsibilities, it may be necessary
for Willkie Farr to disclose its legal analysis as well as other
privileged information and attorney work product to CVC.  Thus,
it is critical that the Court order that the status of any
writings, analysis, communications, and mental impressions
formed, made, produced or created by CVC in connection with its
assistance of Willkie Farr in the adversary proceeding be deemed
to be Willkie Farr's work product in its capacity as counsel to
the Debtors. Moreover, the Debtors ask Judge Gerber to provide
that the confidential and privileged status of the CVC Adversary
Proceeding Work Product will not be affected by the fact that
CVC has been retained by the Debtors rather than by Willie Farr.

CVC Managing Director Allen M. Pfeiffer assures the Court that
the firm has not represented and has no relationship with the
Debtors, their creditors or equity security holders, any other
parties-in-interest in these cases, the attorneys and
accountants, or the United States Trustee or any person employed
in the Office of the United States Trustee, in any matter
relating to these cases.  In addition, CVC and its managing
directors:

    -- do not have any connection with the Debtors, their
       creditors, or any party-in-interest, or their attorneys;

    -- do not hold or represent an interest adverse to the
       estate; and

    -- are "disinterested persons" within the meaning of Section
       101(14) of the Bankruptcy Code.

However, in November 2002, Mr. Pfeiffer discloses that CVC was
engaged by PricewaterhouseCoopers, the Debtors' accountants and
financial advisors, to assist in PwC's review of the purchase
price allocations for financial reporting purposes in connection
with acquisitions made by the Debtors between 1999 and 2002.
CVC's engagement by PWC was in the nature of an ordinary course
of business retention through an existing master agreement
between PWC and CVC.  CVC's work for PWC is substantially
completed and its fees for this engagement are estimated to be
less than $30,000. (Adelphia Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALLEGIANCE TELECOM: Fitch Further Drops Junk Debt Ratings to CC
---------------------------------------------------------------
Fitch Ratings downgraded Allegiance Telecom's 11-3/4% senior
discount notes due 2008 and 12-7/8% senior notes due 2008 to
'CC' from 'CCC' and its $500 million secured credit facilities
to 'CC' from 'CCC'. The 'CC' rating indicates that default of
some kind appears probable. The ratings downgrade reflects
Fitch's belief that Allegiance will have great difficulty
meeting the debt reduction obligations of its amended credit
agreement. In November 2002, the company reached an agreement
with its creditors modifying some of the terms of its $500
million senior secured credit facility.

Under the agreement, Allegiance received a waiver of its
existing financial covenants through April 30, 2003 and replaced
them with a free cash flow from operations covenant and a
leverage covenant. The leverage covenant states that Allegiance
must reduce its total indebtedness to $660 million from $1.2
billion by April 30, 2003. In the interim, the company was
required to pay down $15 million of the outstanding balance on
the credit facility. Following the paydown, the company had $470
million outstanding on the facility. At year-end 2002,
Allegiance had approximately $285 million in cash on its balance
sheet and was not generating any cash flow from operations.
Fitch believes that the current market environment will make it
extremely difficult for the company to obtain the outside
funding that would be required in order for the debt reduction
obligation to be met by the April 30, 2003 deadline.

In addition, KPMG, the company's external auditors, has
indicated that if the reduction does not occur before it issues
its 2002 audit report, the report will contain a 'going concern'
qualification. Fitch believes it is likely that Allegiance will
be required to enter into a restructuring situation, given that
the company has no other sources of liquidity and clearly has a
financing shortfall.

DebtTraders reports that Allegiance Telecom Inc.'s 12.875% bonds
due 2008 (ALGX08USR2) are trading between 19 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGX08USR2
for real-time bond pricing.  


AMAZON.COM: Legg Mason Discloses 15.56% Equity Stake
----------------------------------------------------
Legg Mason, Inc., beneficially owns 59,338,420 shares of the
common stock of Amazon.com, Inc., representing 15.56% of the
outstanding common stock of the Company.  Legg Mason shares
voting and dispositive powers over the aggregate amount of stock
held.

Various accounts managed by the investment advisory subsidiaries
of Legg Mason, Inc. have the right to receive, or the power to
direct, the receipt of dividends from, or the proceeds from, the
sale of shares of Amazon.com, Inc.

Accounts managed by Legg Mason Funds Management, Inc., in the
aggregate, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
36,089,406 shares, or 9.46%, of the total shares outstanding of
Amazon.com Inc.

The interest of one account, Legg Mason Value Trust, an
investment company registered under the Investment Company Act
of 1940 and managed by Legg Mason Funds Management, Inc.,
amounted to 25,076,000 shares, or 6.57% of the total shares
outstanding.

Listed here are the acquiring subsidiaries and their
classification: Bartlett & Co., investment adviser, Legg Mason
Capital Management, Inc., investment adviser, Legg Mason Focus
Capital Inc., investment adviser,  Legg Mason Funds Management,
Inc., investment adviser, LMM LLC, investment adviser, Legg
Mason Wood Walker, Inc., investment adviser, and broker/dealer
with discretion, and Perigee Investment Counsel, Inc.,
investment adviser.

                        *  *  *

As previously reported, Standard & Poor's Rating Services
affirmed its 'B' corporate credit rating on Amazon.com and
revised its outlook on the company to stable from negative.

Amazon.com had $2.3 billion of funded debt outstanding as of
December 31, 2002.

"The outlook revision is based on the company's increased rate
of sales growth and improved operating performance during a
difficult economic period. Amazon.com's rate of sales growth
increased to 26% in 2002 from 13% in 2001 due to its free
shipping program, increased product offerings, and continued
growth of on-line sales," said Standard & Poor's credit analyst
Diane Shand. "Moreover, the company's operating margin increased
to 9.9% in 2002 from 4.5% in 2001 as a result of sales leverage
and the company's focus on cost improvement."


ANC RENTAL: ESL Partners Discloses 8.5% Equity Stake
----------------------------------------------------
William C. Crowley, President and Chief Operating Officer of RBS
Partners, L.P. and member of ESL Investment Management, LLC and
RBS Investment Management, LLC discloses in a regulatory filing
dated February 14, 2003 to the Securities and Exchange
Commission that these entities each beneficially own 3,845,000
shares of ANC Rental Corporation Common Stock, which represents
8.5% of the total number of shares ANC issued:

                                        Shares of sole voting
    Entity                              and dispositive power
    ------                              ---------------------
    ESL Partners, L.P.                          2,563,889
    ESL Limited                                   596,924
    ESL Institutional Partners, L.P.               96,380
    ESL Investors, L.L.C.                         587,807

RBS Partners, L.P is the general partner of ESL Partners.  The
general partner of RBS Partners is ESL Investments, Inc.  ESL
Investment Management, LLC is the investment manager of Limited.
RBS Investment Management, LLC is the general partner of
Institutional.  RBS Partners, L.P. is the manager of Investors.
In these capacities, ESL, Limited, Institutional, and Investors
each may be deemed to be the beneficial owner of the shares of
ANC Rental Corporation common stock beneficially owned by the
other members of the group. (ANC Rental Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPIANT TECHNOLOGIES: Unlikely to Continue as a Going Concern
-------------------------------------------------------------
Appiant Technologies Inc.'s new business model and main goal is
to become a leading provider of internet protocol-based (IP-
based) unified communications and unified information  
applications designed to allow users access to communications
and information in a highly-personalized format as set by the
individual user from private, public and enterprise sources
anytime, anywhere from any type of communications device such as
a cell phone, computer, personal digital assistant, etc., in a
hosted, service model. The Company has created an IP-based
portal that it named inUnison-TM- in which it has incorporated
or will incorporate both its proprietary UC/UI applications
including, but not limited to, its own speech recognition
technologies, data mining, data analysis, navigation, channel
management, recommendation engines and client relationship
management applications, as well as various third party
applications and integrations.

Appiant Technologies, Inc., has been trademarked upon receiving
shareholder approval at its Fiscal 2000 shareholder meeting.  
The Company has filed and received U.S. Trademark applications
for the name "inUnison" that it uses for its unified
communications and unified information software applications.

While Appiant has begun to market its new, hosted unified
communications and unified information applications business
model, its results for fiscal year ended September 2002 reflect
generally the results of the legacy business of its Infotel
Subsidiary in Singapore.  Appiant acquired Infotel on June 22,
1998. Infotel is an integrator of infrastructure communications
equipment products, providing radar system integration, turnkey
project management services and test instrumentation, as well as
a portfolio of communications equipment in Asia. Infotel is
headquartered in Singapore.

For the fiscal year ended September 30, 2002, the Company's net
revenues were $11.8 million as compared to $21.7 million for the
same period ending September 30, 2001 and $25.5 million for the
same period in 2000, representing a decrease of $9.9 million, or
45.6%, compared to fiscal 2001 and $3.8 million, or a 14.9%
decrease, for the same period in 2000. Net revenues for fiscal
year 2002 were adversely affected by the transition to the new
business model of providing unified communications and unified
information applications in the Company's inUnison-TM- portal in
a hosted service, recurring revenue model. The decline also
represents a decline in its legacy revenues in North America and
a decision by management to de-emphasis several legacy products
such as call centers and proprietary voice messaging products.

On a full year basis, Appiant NA's net revenues were $2.2
million for the fiscal year ended September 30, 2002 as compared
to $8.7 million for the period ending September 30, 2001 and
$14.0 million for the same period in 2000. The 2002 year-to-date
decrease in Appiant NA net revenues came from reduced legacy
products, which were discontinued and slower than expected
revenues from the inUnison-TM- product offering.

Net revenues for its Infotel subsidiary were $9.6 million for
the fiscal year ended September 30, 2002 as compared to $13.1
million for the fiscal year ended September 30, 2001 and $11.6
million for the same period in 2000. The decrease in net
revenues in fiscal year 2002 occurred within all product
segments due to an overall weak Singapore economy.

Appiant's legacy business backlog decreased to $2.1 million at
September 30, 2002 as compared to $5.5 million as of September
30, 2001 and $9.5 million for the same period in 2000. Appiant
NA's order backlog decreased to zero from $1.0 million at
September 30, 2001 and from $2.9 million at September 30, 2000.  
Infotel's backlog decreased at September 30, 2002 to $2.1
million from $2.3 million at September 30, 2001 and from $6.6
million at September 30, 2000. Orders for its inUnison product
total approximately $1.2 million as of September 30, 20002.

The Company recorded a net loss of $15.8 million on net revenues
of $11.8 million in its fiscal year ended September 30, 2002 and
a net loss of $26.5 million on net revenues of $21.7 million
during fiscal 2001. It also sustained significant losses for the
fiscal years ended September 30, 1999 and 2000.

Management anticipates continuing to incur significant sales and
marketing, product development and general and administrative
expenses and, as a result, the Company will need to generate
significantly higher revenue to sustain profitability as it
builds its organization for its new inUnison-TM- business model.
In addition, management anticipates significant amortization of
capitalized software and other assets that have been purchased
or developed for its new inUnison-TM- business model in its
fiscal year 2003. There is no certainty that Appiant will
continue to realize sufficient revenue to return to, or sustain,
profitability.

Appiant Technologies Inc. received a going concern opinion on
its financial statements for both fiscal 2001 and 2002. A going
concern opinion means that the Company does not have sufficient
cash and liquid assets to cover its operating capital
requirements for the ensuing twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations or may be forced to
discontinue operations.  The fact that the Company was able to
continue operating for more than twelve-months since receiving a
going concern opinion on its fiscal 2001 financial statements is
not an indication that it will be able to do so in the future.  
On the contrary, the Company's cash position has worsened since
fiscal 2001 and its ability to continue its current operations
is less likely.


ARBELLA INSURANCE: Counterparty Credit Rating Downgraded to BBpi
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Arbella Mutual
Insurance Co. and its affiliates to 'BBpi' from 'BBBpi'.

At the same time, Standard & Poor's assigned its 'BBpi'
counterparty credit and financial strength ratings to Covenant
Insurance Co. Commonwealth Mutual Insurance Co. and Commonwealth
Reinsurance Co., also members of the Group.

Standard & Poor's also affirmed its 'BBpi' counterparty credit
and financial strength ratings on Arbella Life & Health
Insurance Co. Inc., an affiliate of The Group.

"The ratings on the Group are based on its weak capitalization,
poor operating performance, and weak liquidity," said Standard &
Poor's credit analyst Allison MacCullough.

Arbella Insurance Group is a large group with 2001 surplus of
$229 million. The Group writes mostly private passenger auto and
auto physical damage and in 2001, 92% of direct premium written
were in Massachusetts.

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

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


APPLICA INC: Will Redeem Common Stock Purchase Rights
-----------------------------------------------------
Applica Incorporated (NYSE: APN) announced that, as part of its
focus on improving corporate governance, the Board of Directors
voted to terminate the Company's Common Stock Purchase Rights
Plan. The plan will be terminated by redeeming the rights that
were issued under the Company's Amended and Restated 1995 Common
Stock Purchase Rights Agreement.

The rights will be redeemed at a price of $.00001 per right,
payable in cash. There is currently one right attached to each
outstanding share of common stock. The rights are represented by
the certificates for common stock and do not trade separately.  
Shareholders do not have to take any action to receive the
redemption payment and do not have to surrender stock
certificates. The redemption payment will be mailed on or about
April 1, 2003 to shareholders of record on March 24, 2003.  As a
result of the redemption, the rights cannot become exercisable,
and the Common Stock Purchase Right Agreement will be
terminated.

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

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

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


ARMSTRONG: Battles with California about Excusable Neglect
----------------------------------------------------------
The California Franchise Tax Board, represented by Kevin J.
Mangan, Esq., at Walsh Monzack & Monaco PA, in Wilmington,
Delaware, asks Judge Newsome to:

        (1) vacate his November 2002 Order disallowing and
            expunging the CFB's proof of priority claim for
            taxes; and

        (2) overrule Armstrong Holdings, Inc., and its debtor-
            affiliates' Fourth Omnibus Objection to Claims as it
            relates to the CFB's proof of priority claim.

From as early as 1998, and well before the filing of these
bankruptcy cases, the CFB has struggled to collect unpaid sales
and use taxes from Debtor Armstrong World Industries, Inc.  
Significantly, the Debtor does not appear to contest that these
taxes are owed.  Instead, by the Fourth Omnibus Objection, the
Debtor latches on to a factually correct, but equitably
irrelevant technicality and noted that the CFB's priority claim
was not timely filed.

By this motion, "and with due regard to the protections afforded
the Debtor by the United States Bankruptcy Code, the Board
simply seeks to have its Proof of Priority Claim for these taxes
deemed allowed, and the Objection overruled," Mr. Mangan says.

Beginning in October 1998, AWI cooperated and participated in a
duly conducted tax audit by the CFB.  On October 31, 1998, the
CFB mailed Notices of Proposed Assessment to AWI for the tax
years 1991 through 1993.  On December 9, 1998, AWI protested
these First Proposed Assessments.

Two years later, on December 6, 2000, AWI commenced these
Chapter 11 cases and obtained an order setting August 31, 2001,
as the bar date for filing certain proofs of prepetition claims
against the Debtors. While AWI served notice of the bar date on
the Board's Bankruptcy Unit, it did not serve the Board's Audit
Division.

Well after these cases were commenced, AWI was still cooperating
and participating in the Board's duly conducted audit.  On
January 28, 2002, the Board's Audit Division issued additional
Notices of Proposed Assessment to AWI for the tax years 1994,
1995 and 1996, which AWI protested on March 12.  Significantly,
at the time AWI protested the Second Proposed Assessments, AWI
again did not inform the Board's Audit Division that the
Petition had been filed.

While the Board was conducting an audit, in which AWI fully
participated, the CFB's books and records did not reflect that
any taxes were due and owing.  Indeed, CFB's books and records
did not reflect the Debtor's tax liability until AWI's protests
were scheduled for hearing before the Board's Settlement Bureau
in June 2002.  On August 8, 2002, CFB filed its Proof of
Priority Claim for prepetition taxes totaling $3,027,272.49.

                The Fourth Omnibus Objection

On October 23, 2002, the Debtor served and filed the Omnibus
Objection seeking to disallow the CFB's claim for untimely
filing.  The deadline for filing responses to this Objection was
November 1, 2002 -- only a week after service.

Despite specific CFB procedures designed to ensure that certain
incoming mail is deemed priority, sorted and quickly delivered,
Chuck Gower, a Bankruptcy Specialist in the CFB's Bankruptcy
Unit, did not receive the Omnibus Objection until November 26,
2002, well after the November 1 deadline.  The reasons for the
delay are two-fold.  First, during the first week of November
2002, Mr. Gower was out of the office because he was ill.  
Second, the CFB's procedures are not foolproof. Apparently, the
Omnibus objection was not given the priority handling
required by CFB procedures.

Because of the absence of any opposition from the Board, on
November 22, 2002, the Court sustained the Debtor's objection to
the allowance of CFB's priority proof of claim.

                        Claim Should Be Allowed
                   For Failure to Serve Audit Division

Not surprisingly, considering the fundamental importance of
notice and opportunity to be heard, when a known creditor is not
provided with the statutorily required formal notice of the
filing of a bankruptcy petition or of a bar date, the creditor
has an absolute right to prove and file its claim even if the
bar date has passed.  In this case, the Debtor was involved and
fully cooperated in a duly conducted tax audit as early as
October 1998.  At the time the bar date was set, CFB's audit was
pending and the CFB's records did not show any taxes due.
Indeed, the CFB's records did not even show the Debtor's tax
liability until the audit was complete.  Moreover, the Board's
Bankruptcy Unit did not become aware of the Debtor's liability
until the Debtor's protests were scheduled for hearing before
the Board's Settlement Bureau.  Mr. Mangan argues that "under
these circumstances, the Debtor should have given notice of the
bar date to the Board's Audit Division, which the Debtor well
knew did not have notice that the Petition had been filed."

Given that the Debtor failed to serve the Notice of Bar Date on
the Audit Division, and because the Board has an absolute right
to file its claim for the payment of taxes, Mr. Mangan concludes
that the Omnibus Objection should be overruled and the CFB's
priority claim should be deemed timely filed and allowed.

                       Excusable Neglect

Whether neglect is excusable is an equitable determination that
takes into account all relevant circumstances surrounding a
party's omission. There are four factors to consider when a
party makes an excusable neglect determination:

        (1) the danger of prejudice to the debtor;

        (2) the length of delay and its potential impact on
            judicial proceedings;

        (3) the reason for the delay, including whether it
            was within the reasonable control of the movant;

        (4) whether the movant acted in good faith.

Applying these factors to this case, the Court should grant
CFB's request and allow its claim.

A debtor is not prejudiced by an untimely proof of claim if it
otherwise had notice of the claim.  Granting the Board's request
will not prejudice AWI because it clearly had notice of the
claim from as early as October 1998.  Additionally, as no plan
has yet been confirmed and there is no indication that AWI
relied on the expungement of CFB's claim when filing the
proposed disclosure statement, the Debtor will not be
prejudiced.  Although considerable, the claim clearly is not
"material" from a disclosure perspective.

Three months have passed since the entry of the order expunging
the CFB's proof of claim.  Given that a plan of reorganization
has not been approved, it is inconceivable to Mr. Mangan that
the "delay", if any, will have an impact on this bankruptcy
case.  Indeed, some courts have granted this type of motion even
where a plan has been approved.

                       Debtor Responds

AWI notes that CFB admits that its Bankruptcy Unit received
timely and actual notice of the August 31, 2001, bar date by
which proofs of claim were due to be filed against AWI's estate.  
The CFB also admits that it nevertheless failed to file a proof
of claim in AWI's Chapter 11 case until August 8, 2002 -- nearly
one year after the bar date, and over 20 months after the
Petition Date.  CFB also admits receipt of the Omnibus Objection
and that no response was filed.

In light of these admissions, the CFB's failure to explain why a
delay of nearly a year should be deemed excusable, and because
AWI and its creditors will suffer prejudice if the CFB is
allowed to file its claim at this late date, Judge Newsome
should deny the Board's request.

AWI observes that the only excuse the CFB offered for its year-
long failure to timely file a proof of claim is that AWI
allegedly did not also serve notice of the bar date on the
Board's Audit Division.  This "it should have been sent
somewhere else" has been rejected by many courts where notice of
the bar date was sent to the specific creditor but is alleged to
have been sent to the "wrong" department within the creditor's
organization.

Judge Newsome should reject the CFB claim that it did not
receive notice where it admits that its Bankruptcy Unit received
timely and proper notice of the bar date.  Because the CFB
presents no other explanation for its failure to file a timely
proof of claim, the motion should be denied on this basis alone.

In addition, AWI asserts that the CFB's actions do not
constitute excusable neglect.  First, the blame for failure to
timely file a proof of claim lies solely with the Board.  AWI's
service of the bar date notice on the Board's Bankruptcy Unit
constitutes actual notice, and the CFB cannot rely on a lack of
notice for its "excusable neglect" claim.  Moreover, the CFB had
in place internal procedures to ensure that bankruptcy
information is made available to the Audit Division, so
that the delay in filing the disputed claim was well within
CFB's control.

According to CFB's internal operating procedures, the CFB's
Bankruptcy Unit is "responsible for collection of amounts owing
from taxpayers that have filed for bankruptcy protection."  When
the Bankruptcy Unit receives petition information, as CFB admits
it did with regard to AWI's petition, the Bankruptcy Unit is
responsible for recording information about the bankruptcy,
including the bar date, and placing it in the taxpayer's file.  
Thus, AWI's mailing of the bar date notice to the CFB's
Bankruptcy Unit is consistent with the CFB's own procedures for
keeping track of deadlines in bankruptcy cases.  These
procedures expressly direct auditors to check for the
possibility of bankruptcy while working any audit case.  It is
evident that the auditors working on AWI's file failed to do
this, as CFB claims in its motion that the Bankruptcy Unit had
no notice of AWI's petition until after the bar date.  Because
the CFB does not even attempt to offer an excuse for its failure
to follow its own internal procedures, Judge Newsome cannot view
CFB's neglect as "excusable."

Having failed once to act diligently to protect its interests,
the CFB should have taken action to prevent notices or pleadings
in this case from falling through the cracks.  Nevertheless, the
CFB missed another deadline when, after AWI served the Omnibus
Objection on the Board at its address set out in its late-filed
claim, again the CFB failed to file a response.

Once again, the CFB's failure to act was solely within its
control and the CFB does not advance any reasonable explanation
why no response was filed at any time before the November 1,
2002 Response Deadline or the order disallowing CFB's claim.  
The Board merely states that Chuck Gower was ill, not that there
was no one else to perform the function, and that his illness
was after the deadline.  Once again, these matters were solely
in CFB's control and are not grounds to set the prior order
aside. (Armstrong Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


ASBESTOS CLAIMS: Solicitation Period Extended through April 14
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District
of Texas, Asbestos Claims Management Corporation obtained an
extension of its exclusive solicitation period.  The Court gives
the Debtor until April 14, 2003, to solicit acceptances of its
Chapter 11 Plan of Reorganization.  As previously reported in
the Troubled Company Reporter's December 20, 2002, issue, a
confirmation hearing on the Debtor's Third Amended Plan of
Reorganization convened on March 4 and 5, 2003.  No order's been
entered on the case docket as of press time.

Asbestos Claims Management Corporation filed for chapter 11
protection on August 19, 2002 (Bankr. N.D. Tex. Case No.
02-37124). Michael A. Rosenthal, Esq., and Janet M. Weiss, Esq.,
at Gibson, Dunn & Crutcher represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors it listed debts and assets of over $100
million.


BEA CBO: Fitch Cuts & Affirms Ratings on 6 Series 1998-2 Classes
----------------------------------------------------------------
Fitch Ratings downgraded the rating on one class of notes issued
by BEA CBO 1998-2 Ltd., a collateralized bond obligation backed
predominantly by high yield bonds. Fitch also affirms the
ratings of five tranches of this transaction. The class A-1L, A-
1, and A-2 notes are affirmed due to an insurance wrap that is
provided by Financial Securities Assurance, Inc.
The current ratings are as follows:

                 BEA CBO 1998-2 Ltd.

      -- $10,506,906 class A-1L affirmed at 'AAA';

      -- $71,000,000 class A-1 affirmed at 'AAA';

      -- $100,000,000 class A-2 affirmed at 'AAA';

      -- $20,000,000 class A-3 downgraded to 'C' from 'CCC-';

      -- $22,000,000 class B-1 affirmed at 'C';

      -- $8,500,000 class B-2 affirmed at 'C'.

According to its Feb. 2, 2003 trustee report, BEA CBO 1998-2
Ltd.'s collateral includes a par amount of $51.60 million
(22.46%) defaulted assets. The class A overcollateralization
test is failing at 96.57% with a trigger of 115% and the class B
overcollateralization test is failing at 83.31% with a trigger
of 104%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with Credit Suisse
Asset Management, the collateral manager, regarding the
portfolio.

Fitch will continue to monitor this transaction.


BIOVEST INT'L: Dec. Working Capital Deficit Balloons to $2.4-Mil  
----------------------------------------------------------------
Biovest International Inc. is a biotechnology company focused on
production and contract manufacturing of biologic drugs and
products from small through commercial scale. It has
historically developed, manufactured and marketed patented cell
culture systems and equipment to pharmaceutical, diagnostic and
biotechnology companies, as well as leading research
institutions worldwide, and has provided contract cell
production services to those institutions. While continuing this
business, management has chosen to re-orient the Company's
focus, assets and operations to increase contract cell
production and biologic drug development and ownership. The
Company's first drug product, a personalized vaccine for the
most common and fastest-growing form of hematologic cancer,
known as B-cell Non-Hodgkin's lymphoma, is currently in a Phase
III FDA-approved pivotal licensing trial.

During the three months ended December 31, 2002 the Company
incurred a net loss of $1,202,000. At December 31, 2002 the
Company had a deficit in working capital of approximately
$2,400,000. The Company has been meeting its cash requirements
through the use of cash on hand and short-term borrowings,
primarily from affiliates.

On December 31, 2002 the Company's actual working capital
deficit was $2,397,000 compared to a working  capital deficit of
$1,061,000 at September 30, 2002.

The Company has incurred significant losses and cash flow
deficits in previous years. During fiscal year 2002 and 2001 it
incurred losses of $4,200,000 and $5,832,000.  During the
quarter ended December 31, 2002 it incurred the loss of
$1,202,000 and used $285,000 of cash flow for operations.

In September 2001 the Company successfully entered into a
definitive Cooperative Research and Development Agreement with
the National Cancer Institute for the development and ultimate
commercialization of patient-specific vaccines for the treatment
of non-Hodgkin's low-grade follicular lymphoma. The terms of the
CRADA included, among other things, a requirement for Biovest to
pay $530,000 quarterly to NCI for expenses incurred in
connection with the ongoing Phase III clinical trials. The
Company made the first payment in the quarter ended September
30, 2001. On May 8, 2002 the Company and the NCI executed an
amendment to the CRADA, which required a single payment of
$350,000, due on September 30, 2002, in lieu of the quarterly
payments of the original agreement. Under the amendment,
quarterly payments of $530,000 were to resume on October 1,
2002. On October 15, 2002 a new amendment to the CRADA was
executed under which the Company was not required to make the
$350,000 payment due to the NCI on September 30, 2002 nor the
$530,000 payment due on October 1, 2002. The next payment due
from the Company is $530,000 within 30 days of the April 1, 2003
due date. Failure to remit this payment will constitute the
Company's unilateral termination of the CRADA and Biovest will
lose the rights to commercialize the results of its research
with the NCI. Successful development of the vaccine, if approved
by the FDA, from Phase III clinical trials through
commercialization will commit the Company to several years of
significant expenditures before revenues will be realized, if
ever.

The Company's ability to continue its present operations and
meet its obligations under the CRADA is dependent upon its
ability to obtain significant additional funding. Such
additional financing could be sought from a number of sources,
including the sale of equity or debt securities, strategic
collaborations or recognized research funding programs.
Management is currently in the process of exploring various
financing alternatives to meet the Company's cash needs,
including additional short-term loans from shareholders and
others and the sale of equity securities. Management believes
they will be able to raise the necessary funds to continue
operations in the near term.  There is no assurance that the
additional required funds can be obtained on terms acceptable or
favorable to the Company, if at all. The net losses incurred and
the need for additional funding raise substantial doubt about
the Company's ability to continue as a going concern.


BOEING CO: Realigns State and Local Government Operations
---------------------------------------------------------
Boeing (NYSE: BA) announced a reorganization of its State &
Local Government operations with the intent of providing a
stronger and more integrated connection to Boeing business
units.

In explaining the new organization, Rudy deLeon, senior vice
president for Washington D.C. Operations, said, "Our State &
Local Government operations function is critical to Boeing and
our future.  The Boeing Company has employees or operations in
43 states and suppliers in all 50 states.  This realignment will
make sure the Washington, D.C. Operations team is energized,
focused and connected to the communities in which Boeing people
live and work. It is designed to fully integrate our
communications activities between Boeing's State & Local team,
and company leaders in the business units, Washington, D.C.,
World Headquarters and throughout the country.

DeLeon tapped George Roman, vice president and chief of staff of
the Washington, DC Operations, to lead the function for Boeing's
Integrated Defense Systems (in addition to his other duties).  
Bob Watt, vice president, Government and Community Relations,
Commercial Airplanes will lead this effort for Boeing's
commercial airplane activities.  Amy Day, director, State &
Local Government Relations, will manage activities for Boeing's
World Headquarters in Chicago.

As a part of the restructuring, Robin Stone, vice president of
State & Local Government Relations for Washington, D.C.,
Operations, has elected to leave the company to pursue other
opportunities.  "I want to thank Robin for his role in building
the State & Local team and for his contributions and support to
the Washington, D.C. office.  We wish him every success in his
future endeavors," said deLeon.

The Company latest Form 10-Q filed with the SEC shows the
company's working capital deficit amounted to $2.4 billion at
September 30, 2002.


COMMUNICATION DYNAMICS: Paul Weiss Serves as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Communication
Dynamics, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Paul, Weiss, Rifkind, Wharton & Garrison as
Counsel.  

The Committee expects Paul Weiss to:

  a) represent and advise the Creditors Committee in its
     communications with the Debtors, the Secured Lenders, the
     Office of the United States Trustee, any other official
     committees, individual creditors and other parties in
     interest, with respect to the administration of the chapter
     11 cases;

  b) conduct such review as the Creditors Committee may require
     concerning the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, the operation of the
     Debtors' businesses, any causes of action belonging to the
     Debtors' estates or creditors and any other matter of
     significance to the Creditors Committee which may be
     relevant to the chapter 11 cases;

  c) represent and advise the Creditors Committee in connection
     with the formulation, negotiation and confirmation of a
     chapter 11 plan for the Debtors;

  d) advise the Creditors Committee with respect to its rights
     and obligations under the Bankruptcy Code and the
     Bankruptcy Rules;

  e) advise, assist and represent the Creditors Committee in the
     performance of its duties and the exercise of its powers
     under the Bankruptcy Code and the Bankruptcy Rules;

  f) prepare applications, motions and other papers for filing
     in the chapter I 1 cases and in any related proceedings,
     and represent the Creditors Committee in proceedings herein
     or therein;

  g) advise the Creditor's Committee with respect to retaining a
     financial advisor and other professionals, as needed, and
     assist such advisor and other professionals as necessary;
     and

  h) perform such other legal services as may be required by the
     Creditors Committee in the chapter 11 cases and in any
     related proceedings.

Paul Weiss will seek compensation from the Debtors' estates for
services rendered to the Creditors Committee based on its
customary hourly rates:

          Partners                   $525 to $725
          Counsel                    $495 to $525
          Associates                 $260 to $485
          Legal Assistants           $140 to $195
          Legal Assistant Clerks     $75

The attorneys who will have primary responsibility for
representing the Creditors Committee are:

          Jeffrey D. Saferstein      $600 per hour
          Andrew N. Rosenberg        $575 per hour
          Ross B. Rosenfelt          $260 per hour

Communication Dynamics, Inc., together with its Debtor and non-
Debtor affiliates, is one of the largest multinational suppliers
of infrastructure equipment to the broadband communications
industry. The Debtors filed for chapter 11 protection on
September 23, 2002 (Bankr. Del. Case No. 02-12753).  Jeffrey M.
Schlerf, Esq., at The Bayard Firm represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million
both in estimated assets and debts.


CONSECO FINANCE: Subsidiaries Have to April 5 to File Schedules
---------------------------------------------------------------
The Conseco Finance Corporation Subsidiary Debtors sought and
obtained Judge Doyle's permission for more time to file their
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  The CFC Subsidiary Debtors have about 4,700 creditors.  
Because prepetition invoices have not been received or entered
into the CFC Subsidiary Debtors' financial accounting systems
and the significant chunk of time it takes to prepare Schedules
and Statements, the documents have been started but are not yet
finished.

Thus, Judge Doyle extended their deadline to file their
Schedules and Statements to 60 days after their Petition Date or
April 5, 2003. (Conseco Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Conseco Inc.'s 10.500% bonds due 2004 (CNC04USR2), DebtTraders
reports, are trading at 37 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for  
real-time bond pricing.


CONSOLIDATED FREIGHTWAYS: Selling Canadian Unit for $90 Million
---------------------------------------------------------------
Consolidated Freightways Corporation (CF) (PINK SHEETS:CFWEQ),
which filed for chapter 11 protection on September 3, 2002
(Bankr. C.D. California, Case No. 02-24289), has signed a letter
of intent with CF Canada Acquisition Ltd. (CFCAL) to sell the
assets of its Canadian subsidiary, Canadian Freightways Ltd.
(CFL), and the assets of certain of CFL's subsidiaries.

The agreement contemplates a purchase price of approximately 90
million U.S. dollars, including assumption of liabilities.

CFCAL is a group comprised of current CFL senior management and
a financial partner.

Last week, the bankruptcy court issued a bidding procedure
order. Final sale requires completing a definitive agreement
incorporating the conditions of the letter of intent as well as
other conditions, and securing approval of the transaction by
the court.

CFL is an industry leading supply chain services company,
specializing in time-sensitive and expedited services.
Operations in Canada and the United States include less-than-
truckload (LTL), full load (TL), and parcel transportation,
sufferance warehouses, customs brokerage, international freight
forwarding, fleet management and logistics management. Canadian
Freightways won the 2002 Consumers Choice Award for best
transportation company in Calgary and Edmonton.

CFL is financially and operationally independent from CF and is
not part of the September 2002 bankruptcy proceedings filed by
the parent company. CFL's traditional high-quality customer
service and profitable operations have continued throughout this
time period.

Documents related to all of CF's asset sales, including those
involving the sale of CFL, are posted at the company's web site
http://www.cf.com.


CORNING INC: CFO James Flaw Presents at Deutsche Bank Conference
----------------------------------------------------------------
Corning Incorporated's (NYSE:GLW) Vice Chairman and Chief
Financial Officer, James B. Flaws gave a limited presentation on
the company, its plan to provide a $400 million profit
improvement in 2003, and reiterated its first quarter outlook.

Flaws made his comments to investors and financial analysts
attending the Deutsche Bank Information Technology Conference in
Scottsdale, Arizona.

Corning's vice chairman said 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.

Flaws briefly discussed the four key elements of the company's
plan to restore operating profitability by the third quarter of
this year; 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 also 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 Corporation in the first quarter.

Flaws' presentation at the Deutsche Bank conference was webcast
and replays are available on Corning Incorporated's Investor
Relations website found at http://www.corning.com

                  About Corning Incorporated

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for
the environmental, life sciences, and semiconductor 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
triple-'B'-minus.

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

                               Rating
                  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

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


COVANTA ENERGY: Wants Court to Okay Settlement Pact with Masse
--------------------------------------------------------------
Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, recounts that on August 21, 2002, the Court
modified the automatic stay to permit Jenny Masse, as on her
behalf and as co-personal representative of the Estate of
Auguste Masse, to prosecute their claims asserted in the action
styled, "Claudette Fenelus and Jenny Masse, as Co-Personal
Representatives of the Estate of Auguste Masse, on behalf of and
for the benefit of Carl Auguste Masse, a minor; Cybill Masse, a
minor; Jenny Masse; Jose Martin Masse, a minor; and Louise Dina
Masse, a minor vs. Covanta Lee, Inc., and Covanta Energy
Services, Inc." -- the Florida Action -- to final judgment, for
the sole purpose of determining all issues of liability and
damages, if any, of the Defendants. Ms. Buell notes that the
Order did not modify the stay with respect to any enforcement or
collection or any attempted enforcement or collection actions by
the Masses of any judgment or settlement obtained in the Florida
Action.  However, the automatic stay has been modified with
respect to the Co-Plaintiff, Claudette Fenelus, to allow
American International Group, Inc. to pay, and Ms. Fenelus to
collect, the Co-Plaintiff Settlement Payment.

Ms. Buell relates that prior to the Petition Date, Covanta
Energy Corporation, and its debtor-affiliates maintained and
paid for a Commercial General Liability Insurance Policy for the
Period from October 20, 2000 to October 20, 2001. Under the
terms of the Insurance Policy, AIG pays certain attorneys' fees,
litigation costs and losses arising from certain claims,  
including the claim arising from those activities the Masses
alleged in the Florida Action.  Pursuant to certain agreements
between AIG and certain of the Debtors and their affiliates and
the Insurance Policy, the Debtors have, among other obligations,
a $250,000 per occurrence retention obligation to AIG for losses
paid pursuant to the Insurance Policy.  As set forth in the AIG
Agreement, the Retention Obligation with respect to the Florida
Action has been satisfied and the Debtors are not subject to any
further Retention Obligation in connection with the Florida
Action.

In addition to the Retention Obligation, the Insurance Program
also imposes, among other obligations, an Allocated Loss
Adjustment Expense on certain of the Debtors.  The Payment
Agreement provides that if the losses are within the amount of
the Retention Obligation, certain of the Debtors become liable
for the Loss Adjustment Obligation, which include, among other
things, attorneys' fees and defense costs.  However, if losses
AIG paid pursuant to the Insurance Policy exceed the Retention
Obligation, the Loss Adjustment Obligation would be reduced by
multiplying the amount of the allocated Loss Adjustment Expenses
by the fraction with a numerator equal to $250,000 and a
denominator equal to the total of the losses for an occurrence.
Thus, any loss AIG paid pursuant to the Insurance Policy could
subject certain of the Debtors to a claim by AIG for payment of
the Loss Adjustment Obligation.

According to Ms. Buell, the Retention and Loss Adjustment
Obligations, as well as the Debtors and their affiliates' other
obligations are secured by collateral held by AIG.  The
collateral includes, but is not limited to:

    (i) letters of credit amounting to $38,400,000; and

   (ii) a $19,500,000 surety bond.

Also, a loss stabilization fund is held and maintained by AIG or
certain of its affiliates for obligations of certain of the
Debtors or their non-debtor affiliates.

On January 22, 2003, the Court approved a settlement with Ms.
Fenelus and related AIG Agreement.  It provided, among other
things, that in full satisfaction of all of the Co-Plaintiff's
claims in the Florida Action, including any and all claims
against the Defendants and any of the Debtors, AIG would pay the
Co-Plaintiff $1,200,000.  The AIG Agreement provided further
that upon the application of the Retention Obligation, there
would be no further requirement of any further Retention
Obligations by the Defendants or any of the Debtors to AIG in
connection with the Fenelus Settlement Payment.

Ms. Buell reports that the Debtors, AIG and Ms. Masse engaged in
extensive discussions to resolve the Florida Action and all
other possible related disputes between the Parties.  These
discussions have resulted in the execution of a Settlement
Agreement, which provides that:

    (a) In full satisfaction of all of Florida Action claims,
        including any and all claims against the Defendants and
        any of the Debtors, AIG will pay Ms. Masse $1,200,000 --
        the Settlement Payment;

    (b) In consideration for the Settlement Payment, Ms. Masse
        will release and dismiss with prejudice any and all
        claims against the Defendants and any of the Debtors and
        AIG claimed in, related to or in connection with the
        Florida Action, including, without limitation, any and
        all rights to continue to or to assert an unsecured
        prepetition claim in the Debtors' cases;

    (c) The Settlement Agreement does not intend to and does not
        include payment for or affect in any way the rights and
        obligations as set forth in the Fenelus Settlement
        Agreement or the AIG Agreement; and

    (d) This Settlement Agreement will not become effective
        until it has been approved by the Court.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Ms. Buell contends that Settlement serves the best
interest of the Debtors' estates and creditors because:

    (a) Litigation of the remaining claims in the Florida Action
        could be prolonged; a dispute involving a wrongful death
        action can be lengthy, time consuming and expensive.  
        The Florida Action has already been in litigation for 17
        months;

    (b) The litigation of the Florida Action could be lengthy
        and the Settlement Agreement will capture and resolve
        all potential disputes between the Parties immediately;

    (c) The Debtors will face considerable expense and delay if
        forced to litigate these remaining matters or others
        that arise in the Florida Action.  The outcome of the
        litigation, including any judgment amount the Defendants
        could be responsible for, is uncertain.  The Settlement
        Agreement confers a significant benefit on the Debtors'
        estates, and allows the Debtors to avoid the cost and
        uncertainty that would attend protracted legal disputes
        between the Parties;

    (d) The Settlement Agreement contemplates AIG paying the
        Settlement Payment to Ms. Masse in consideration for her
        full release of AIG, the Defendants and the Debtors from
        any and all of her claims related to or in connection
        with the Florida Action.  The estate is benefited
        because the terms of the Settlement Agreement allow the
        Debtors to settle the Florida Action with Ms. Masse,
        whereas the judgment amount the Defendants could be
        responsible for is uncertain.  None of the Debtors'
        estates are prejudiced by any out-of-pocket payments by
        the Debtors;

    (e) The Debtors do not believe that they are in any
        underinsured position with respect to this policy year.
        Additionally, none of the collateral securing the
        Insurance Program is affected by the Settlement
        Agreement or any payment made thereunder, and continues
        to remain fully in place; and
      
    (f) The Settlement Agreement is the product of vigorous
        arm's length bargaining that took place over several
        weeks. Each of the Parties was represented by
        knowledgeable counsel during the course of the
        negotiations.  The terms of the Settlement Agreement are
        well within the range of reasonableness.

Accordingly, the Debtors ask the Court to:

    (a) authorize, but not require, Covanta Energy Services,
        Inc. and Covanta Lee, Inc. to enter into the Settlement
        Agreement with Ms. Masse;

    (b) approve the terms of the Settlement Agreement in its
        entirety;

    (c) authorize the Debtors to take actions as may be
        necessary and appropriate to implement the terms of the
        Settlement Agreement; and

    (d) modify the automatic stay provided by Section 362 of the
        Bankruptcy Code to allow the Debtors to take the
        necessary actions to implement the terms of the
        Settlement Agreement. (Covanta Bankruptcy News, Issue
        No. 24; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)    


CTC COMMS: Wants to Stretch Lease Decision Time through May 5
-------------------------------------------------------------
CTC Communications Group, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for more
time to decide to elect whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.  
The Debtors want the decision deadline extended through May 5,
2003.

The Debtors relate that the Unexpired Leases constitute valuable
assets of the Debtors' estates and include leases for their
corporate headquarters and their advanced technology center in
Waltham, Massachusetts. In addition, the Debtors lease
nonresidential real property for their central office locations
which house much of the equipment necessary to provide
telecommunciation services to their customers, as well as their
branch sales offices located throughout the northeastern portion
of the United States.

The Debtors' decisions whether to assume or reject the Unexpired
Leases are a fundamental component of their attempt to stabilize
their businesses and to either consummate a sale of their assets
or formulate a plan of reorganization.

If the Debtors were compelled to decide now whether to assume or
reject the Unexpired Leases, they would be faced with a choice
of either rejecting a particular Unexpired Lease, thereby losing
a potentially profitable lease location or assuming such
Unexpired Lease and the long-term associated liabilities.

CTC Communications Group, Inc., a source provider of voice,
data, and Internet Communications services to medium and larger
sized business customers, filed for chapter 11 protection on
October 3, 2002 (Bankr. Del. Case No. 02-12873).  Pauline K.
Morgan, Esq., at Young, Conaway, Stargatt & Taylor represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $306,857,985
in total assets and $394,059,938 in total debts.


DALLAS LANDFILL: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Dallas Landfill Gas Production, LLC
             2901 Bee Cave Rd., Box H
             Austin, Texas 78746

Bankruptcy Case No.: 03-32037

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ecogas McCommas Bluff, Inc.                03-32039  

Chapter 11 Petition Date: February 27, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, TX 75201
                  Tel: 214-954-6800

                            Estimated Assets: Estimated Debts:
                            ----------------- ----------------
Dallas Landfill             $1MM to $10MM     $1MM to $10MM
Ecogas McCommas             $1MM to $10MM     $10MM to $50MM

Ecogas McCommas Bluff's 13 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mack Iron Works Co.         Trade Debt                  $6,778   

ACE Transportation, Inc.    Trade Debt                  $6,678

Senior Flexonics, Inc.      Trade Debt                  $4,170

Compression Technologies    Trade Debt                  $3,701

Panametrics                 Trade Debt                  $3,315

JAM Distributing Co.        Trade Debt                  $2,504

Mid South Engine Systems    Trade Debt                  $2,300

Genesis Systems, Inc.       Trade Debt                  $2,201

Cutler-Hammer, Inc.         Trade Debt                  $2,085

Pan-tech Controls Co.       Trade Debt                    $475

Total Fire & Safety, Inc.   Trade Debt                    $198

TXU Energy Services         Trade Debt                    $123

Praxair Distribution, Inc.  Trade Debt                     $80


DAW TECHNOLOGIES: Commences Chapter 11 Reorganization Proceeding
----------------------------------------------------------------
Daw Technologies, Inc. (OTC: DAWK), a leader in controlled
environment and cleanroom component design, engineering and
installation, has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code. The company also announced that European
subsidiary, Daw Technologies (Europe) Ltd., will continue to
operate normally outside of bankruptcy.

"While our European subsidiary has completed its turnaround and
is moving forward in a highly positive manner, we believe that
the Chapter 11 process will help to facilitate our US
restructuring plan," said Jim Collings, chief executive officer,
Daw Technologies. "We have been making several strategic changes
to the company over the past several months. At this stage, we
feel that Chapter 11 offers the best way for us to continue to
provide our US customers with industry-leading cleanroom
products and construction services, while we address our
existing debt, capital and cost structures."

Under Chapter 11 protection, the company will be able to
continue its normal business operations. Additionally, the
company will be able to seek debtor-in-possession (DIP)
financing not otherwise available.

"Over the next several months, Daw will work closely with
current customers, creditors, unions, and other stakeholders as
we formulate and begin execution of our reorganization plan,"
Collings said. "I believe we are putting together a compelling
plan that will enable Daw Technologies to emerge from bankruptcy
as a stronger, more streamlined company."

Daw Technologies, Inc., provides ultra-clean manufacturing
environments for customers throughout the world, and specializes
in the design, engineering and installation of cleanroom and
mini-environment systems that meet stringent semiconductor and
pharmaceutical manufacturing requirements. The company also
provides contract manufacturing and specialized painting
services on an OEM (original equipment manufacturer) basis for
various customers. For further information, visit the company on
the Internet at http://www.dawtech.com


DAW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DAW Technologies, Inc.
        2700 South 900 West
        Salt Lake City, Utah 84119

Bankruptcy Case No.: 03-24088

Type of Business: DAW designs and installs clean rooms for the
                  semiconductor, pharmaceutical and medical
                  industries.

Chapter 11 Petition Date: March 10, 2003

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Peter W. Billings, Jr., Esq.
                  Fabian & Clendenin
                  215 South State Street
                  12th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 531-8900

Total Assets: $6,626,240

Total Debts: $9,947,612

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Huntair                                               $237,549   

Grant Thornton                                        $152,415

Argonaut Insurance Company                            $121,904

M&A Property Management                               $119,262

Affiliated Metals                                      $72,230  

Airguard                                               $34,169

Arthur Andersen LLP                                    $54,971

Camfil                                                 $90,765

Con-Way Western Express                                $41,235

GE Corporate Plus                                      $76,425

Helck Die Casting Corporation                          $87,559

Louisville Lamp Company                                $34,647

Maxcess Technologies, Inc.                             $68,823

Northern California Carpenter Funds                    $49,057

Plascore, Inc.                                         $50,163

Reliance Metal Center                                  $88,749

Stoel Rives LLP                                        $42,966

Tanner Co.                                             $55,198

Temporary Resources, Inc.                              $64,430

Texas Carpenters Fringe Benefit Fund                   $86,541


DELTA AIR: Updates Guidance Due to Geopolitical Uncertainties
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) updated quarterly guidance to
indicate an expected 1.5 percent system capacity reduction year
over year for the March 2003 quarter, and announced additional
fixed-price fuel contracts, ensuring fixed costs for
approximately 60 percent of its estimated 2003 jet fuel
requirements at an average price of $0.77 per gallon.

Additionally, the airline now expects cash flow from
operations for the quarter to be negative due to soft traffic
and bookings resulting from concern over potential military
action.

"Current geopolitical uncertainties have weakened the already
depressed revenue environment more than initially expected.
Bookings for the quarter are down, and we expect this to
continue," said M. Michele Burns, executive vice president and
chief financial officer. "Changes to capacity and additional
fuel hedging agreements continue to help us manage through these
difficult times. Delta remains committed to aggressively
reducing costs and maintaining the flexibility to quickly adjust
to changing market demand."

Delta's previous capacity guidance in early January indicated
that the March 2003 quarter capacity would be up 0.5 to 1.0
percent. Changes in the capacity for the quarter were primarily
driven by depressed customer demand due to potential military
action in the Middle East. In January, the airline stated that
cash flow from operations was expected to be slightly positive
for the quarter.
    
As of March 7, 2003, Delta has hedged 77 percent of its
projected aircraft fuel requirements at an average price of
$0.79 per gallon for the March 2003 quarter. For the second
quarter of 2003, Delta is hedged 78 percent at $0.76 per gallon.
Hedged prices in heating oil are quoted as cents per gallon and
include transaction costs. Delta's fuel hedging program will
help mitigate additional cost pressures. In January, the airline
announced that it had hedged 50 percent of its expected aircraft
fuel needs for 2003 at an average price of $0.75 per gallon.

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, go to http://www.delta.com.


DIVINE INC: Wants to Appoint Trumbull Services as Claims Agent
--------------------------------------------------------------
divine, inc., and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ and retain Trumbull Services, LLC as Claims, Noticing and
Disbursement Agent.  

The Debtors assure the Court that Trumbull holds no interest
adverse to the Debtors and their estates.  

The Debtors point out that they have numerous creditors,
potential creditors and parties in interest, to whom certain
notices must be sent.  Appointment of an agent for claims
docketing would relieve the office of the Clerk of the
Bankruptcy Court from the burden of having to docket and
maintain the extremely large number of proofs of claim that will
likely be filed in these cases.

As Claims and Noticing Agent, Trumbull will:

     a) prepare and serve required notices in these chapter 11
        cases, including:

          (i) notice of case commencement of the chapter 11
              cases and the initial meeting of creditors under
              section 341(a) of the Bankruptcy Code;

         (ii) notices of the claims bar date;

        (iii) notices of objections to claims;

         (iv) notices of any hearings on a disclosure statement
              and confirmation of a plan of reorganization; and

          (v) such other miscellaneous notices as the Debtors or
              the Court may deem necessary or appropriate for an
              orderly administration of these chapter 11 cases;

     b) within five business days after the service of a
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service that includes:

          (i) a copy of the notice served,

         (ii) an alphabetical list of persons on whom the notice
              was served, along with their addresses, and

        (iii) the date and manner of service, and

         (iv) all other information required pursuant to MLBR
              9013-3(c).

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database that include the following information
        for each such claim or interest asserted:

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

         (ii) the date the proof of claim or proof of interest
              was received by Trumbull and/or the Court;

        (iii) the claim number assigned to the proof of claim or
              proof of interest;

         (iv) the asserted amount and classification of the
              claim;

          (v) all assignments of claims or interests setting
              forth the information in (d)(i) - (iv); and

         (vi) the applicable Debtor against which the claim or
              interest is asserted;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) transmit to the Clerk's Office a copy of the claims
        registers on a periodic basis as requested by the
        Clerk's Office;

     g) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and upon request make such list available to the Clerk's
        Office or any party in interest;

     h) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these cases without charge during regular business
        hours, including posting such claims on a website
        maintained by Trumbull and available to the public free
        of charge;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e), if directed by the
        Court to do so;

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

     k) provide temporary employees to process claims, as
        necessary;

     l) provide expertise consultation and assistance in claim
        and ballot processing;

     m) act as disbursing agent, as necessary, to implement
        distributions to claimants pursuant to a chapter 11
        plan;

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

     o) provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtors, the Clerk's Office or the
        Court.

Trumbull Services' current hourly rates are:

     Clerical                           $50 per hour
     Bankruptcy Analyst                 $65 to $80 per hour
     Bankruptcy Administrator Manager   $100 per hour
     Automation Consultant              $100 to $145 per hour
     Sr. Automation Consultant          $145 to $170 per hour
     Bankruptcy Consultant              $175 to $195 per hour
     Sr. Bankruptcy Consultant          $200 to $265 per hour

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


DOW CORNING: Launches a New Service Solutions & Testing Unit
------------------------------------------------------------
Silicon science pioneer Dow Corning Corp. recently launched a
new Service Solutions Unit that offers a broad range of
environment, health and safety (EH&S) and analytical testing
services to clients worldwide.

"Dow Corning has been providing these services to our own
company and to our product customers for 60 years," John
Torgerson, market development manager for the new Dow Corning
services unit, said.  "Now we're making our expertise available
to others, whether they purchase our products or not."

The Service Solutions Unit offers individual and integrated EH&S
services designed to help customers lower their costs, comply
with industry regulations and meet stringent product safety
standards.

Depending on their unique needs, customers can choose from
toxicology, environmental and chemistry testing and consulting;
chemical and product inventory registration assistance; product
compliance reviews; material safety data sheet development; and
SAP EH&S module implementation support.

As one of the first companies to implement SAP's EH&S module on
a global scale, Torgerson said Dow Corning possesses unique
knowledge customers can use to get their own SAP system up and
running more quickly.

Dow Corning's Toxicology group is equipped to perform
descriptive toxicology studies as well as more specialized
investigations.  The Environmental Sciences group offers
environmental fate and effects testing, including acute and
chronic aquatic toxicity testing.  Both groups provide
consulting in health and environmental exposure and risk
assessment.

Kathy Plotzke, director of Dow Corning's Health and
Environmental Sciences department, said, "Our laboratory is
highly unique in that we offer both health and environmental
testing plus custom synthesis of radiolabeled materials.  These
capabilities are supported by very strong analytical, chemistry
and quality assurance groups, all within one facility."

"With our experience in handling complex studies and program
management, we can offer comprehensive testing packages.  We can
also design integrated study packages capable of taking a
material from the testing stage through exposure and risk
assessment.  And, because we have the capability to synthesize
radiolabeled materials in-house, we can reduce the timeline for
initiating a study by as much as eight weeks," she said.

In addition to EH&S solutions, Dow Corning also offers
analytical chemistry services, including material analysis and
characterization, problem solving, method development and
consultation.  The Analytical Sciences and Solutions group
provides expertise and utilizes modern instrument capability
in the fields of chromatography, molecular characterization,
thermal/physical property characterization and surface and
microscopy analysis.  More than a third of the global staff is
comprised of Ph.D. chemists.

While the group has the capability to test and analyze all types
of materials, it specializes in silicon-based materials, which
offer unique challenges to many laboratories.  Patrick
Langvardt, director of Analytical Sciences and Solutions, says,
"Most labs focus on organic materials; Dow Corning delivers
added value by providing total analysis solutions for both
silicone and organic materials."

He says Dow Corning literally "wrote the book" on analyzing
silicones -- The Analytical Chemistry of Silicones -- and has
extensive experience in analyzing materials and troubleshooting
problems from diverse markets ranging from microelectronics to
construction, paper and cosmetics.

For example, because Dow Corning has a high degree of experience
in dealing with global differences in regulatory, labeling and
testing requirements, it is ideally suited to help its customers
navigate the regulatory maze more quickly, with fewer setbacks
and, consequently, less expense.

No longer simply a supplier of silicones, Dow Corning has
evolved into a supplier of solutions.

"It's all about giving our customers the choices and support
they need to innovate, grow reliably or drive down costs," said
Torgerson.  "That support can range from a simple helping hand
all the way to turn-key contract manufacturing."

To learn more about the full range of service solutions
available from Dow Corning, visit
http://www.dowcorning.com/services

Dow Corning -- http://www.dowcorning.com-- develops,  
manufactures and markets diverse silicon-based products and
services, and currently offers more than 7,000 products to more
than 25,000 customers around the world. Dow Corning is a global
leader in silicon-based materials with shares equally owned by
The Dow Chemical Company (NYSE: DOW) and Corning Inc. (NYSE:
GLW). More than half of Dow Corning's $2.7 billion in annual
sales are outside the United States.  

Dow Corning filed for chapter 11 protection in 1995.  Dow  
Corning's Amended Joint Plan of Reorganization dated February 4,  
1999 (as modified on July 28, 1999 and supplemented on July 30,  
1999) was confirmed by the U.S. Bankruptcy Court for the Eastern  
District of Michigan on Nov. 30, 1999.  Four remaining appeals  
(brought by the Department of Defense, the Health Care Financing  
Administration, the Indian Health Service and the Department of  
Veterans Affairs) from the Confirmation Order await resolution  
by Judge Hood in the District Court and two January 2003 appeals
(brought by the Class Five Nevada Claimants and the Australia
Claimants) pend before the Sixth Circuit.  Those appeals stand
in the way of the Plan taking effect.  Dow Corning's commercial
creditors (whose claims accrue 6.28% interest day-by-day) await
the Effective Date of that Plan.


DT INDUSTRIES: Obtains Waiver of Covenant Defaults in Q2-Q3 2003
----------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), a designer, manufacturer and
integrator of automation systems and related equipment used to
manufacture, assemble, test or package industrial and consumer
products, announced that it has been awarded certain customer
purchase orders totaling approximately $23 million in the last
two weeks.

Steve Perkins, president and chief executive officer, stated,
"We received $10 million in orders from a large
computer/electronics company, a $7 million order from a glass
manufacturer and $6 million in purchase orders from three auto-
related customers. We hope these orders are an indication that
conditions are improving in our targeted markets."

The company expects third quarter fiscal year 2003 net sales to
approximate the level of net sales for its second quarter of
fiscal year 2003, but expects that the anticipated net loss in
the third quarter will be reduced from the net loss in the
second quarter of fiscal 2003, reflecting the result of recent
cost reduction initiatives. Perkins added, "We expect to see the
full effect of the cost reduction initiatives in the fourth
quarter of FY 2003 and if net sales remain at the same level as
the second quarter of FY 2003 and the expected level for the
third quarter of FY 2003, then the company expects to break even
on a pre-tax basis for that fourth quarter."

The company also announced that it has finalized an amendment to
its senior credit facility that provides a permanent waiver of
financial covenant defaults in the second and third quarters of
fiscal 2003. The amendment also established new financial
covenant levels for the remainder of the term of the facility
and reduced the senior credit facility to $61 million. The
company believes that cash flows from operations, together with
available borrowings under the senior credit facility, will be
sufficient to meet its currently anticipated working capital,
capital expenditures and debt service needs up until the
maturity of the credit facility on July 2, 2004.


ENCOMPASS SERVICES: Overview of Debtors' Joint Chapter 11 Plan
--------------------------------------------------------------
In response to the rejection of the proposed prepackaged
reorganization plan that Encompass Services Corporation and its
debtor-affiliates proposed in October and November 2002, the
company continued formulating a Plan acceptable to their
creditors while completing their asset divestitures.  The
Debtors focused on a reorganization around the Residential
Debtors due to the concerns about the Debtors' future abilities
to obtain sufficient surety bonding capacity because the
Residential Debtors' operations generally have substantially
lower bonding capacity requirements.  After their discussions
with the DIP Lenders and the Senior Lenders, however, the
Debtors believed that it was necessary to solicit alternative
competing offers for the equity interests in and associated
assets of the Residential Debtors.

Consequently, the Debtors approached potential counterparties
that they believed might have an interest in investing in the
Residential Debtors.  The Debtors received bids from three
parties.  After evaluating each proposal, the Debtors determined
that Wellspring Capital Management LLC's offer represents the
highest and best offer for the investment.

A free copy of Encompass' Disclosure Statement is available at:

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

A free copy of Encompass' Reorganization Plan is available at:

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

The Debtors' Joint Plan generally provides for the
reorganization of the Debtors in two distinct groups:

    (a) the Reorganized Residential Debtors, which will be
        transferred and conveyed to Newco Holding LLC.  The
        Reorganized Residential Debtors will consist of those
        Debtors who will generally continue operating their
        businesses on and after the effective date of the Plan;
        and

    (b) the Reorganized Non-Residential Debtors, which will
        consists of the Reorganized Encompass and those Debtors
        whose assets have been largely sold before the
        Confirmation Date.  Upon the Confirmation and
        consummation of the Plan, the Reorganized Non-
        Residential Debtors will continue to exist for the
        limited purpose of winding up their affairs.

               Sale of the Residential Debtors

The Plan contemplates that the equity interests of each
Reorganized Residential Debtor will be sold to Newco Holding in
accordance with the terms of a purchase agreement free and clear
of any claims, liens or encumbrances.  Newco Holding will be an
entity formed by Wellspring Capital Management LLC or its
designee and Encompass' management group, which is composed of
Eric Salzer, Timothy Johnston and any other persons as may be
designated in any supplement to the Plan.

The purchase price will comprise a portion of the Asset Sale
Proceeds and will be distributed in accordance with the terms of
the Plan.  The confirmation of the Plan will constitute the
approval of the proposed sale of the Reorganized Residential
Debtors' Common Stock to Newco Holding.

On or after the Effective Date, Newco Holding and one or more of
the Reorganized Residential Debtors may enter into other or
further debt or equity financings for the Reorganized
Residential Debtors' working capital and other general operating
needs.

                  Appointment of Disbursing Agent

As part of the wind-down of their operations, the Reorganized
Non-Residential Debtors will appoint a disbursing agent, with
the consent of the holders of any claims arising under the
Debtors' Prepetition Credit Agreement, dated February 22, 2000,
as amended, with Bank of America, N.A., as administrative agent,
JPMorgan Chase Bank, as syndication agent, Wachovia Bank
National Association, as documentation agent, and ABN-AMRO Bank
NV, The Bank of Nova Scotia, Bank One, N.A., Credit Lyonnais,
New York Branch, GMAC Commercial Credit LLC, Mercantile Bank
National Association and Union Bank of California, N.A., as co-
managing agents -- Existing Credit Agreement Claims.

The Disbursing Agent will have the rights and powers of a
debtor-in-possession under Section 1107 of the Bankruptcy Code
and other rights, powers and duties incident to causing the
performance of the Debtors' and the Reorganized Debtors'
obligations under the Plan.  This includes, without limitation:

    (1) the duty to assess the merits of claims and object to
        those claims that the Disbursing Agent determines to be,
        in whole or in part, without merit;

    (2) to prosecute the objections and defend claims and
        counterclaims;

    (3) to prosecute causes of action;

    (4) to liquidate Estate assets;

    (5) to wind up the businesses, assets, properties and
        affairs of the Non-Residential Debtors;

    (6) to make distributions under the Plan; and

    (7) other duties as are necessary to effectuate the
        provisions of the Plan.

The Disbursing Agent will continue to exist until the Court
enters a final order closing the Debtors' Chapter 11 Cases.

As soon as practicable after the final distribution is made and
all cash has been distributed or paid, the Disbursing Agent will
seek entry of a Final Order closing the Chapter 11 Cases
pursuant to Section 350 of the Bankruptcy Code.

                Issuance of New Common Stock

On the Effective Date, all of the Debtors' existing common
stock, existing preferred stock, all incentive stock option,
non-qualified stock options and stock appreciation rights
granted under any Debtor-sponsored stock option plan, Senior
Subordinated Notes and Junior Subordinated Notes will be
cancelled and the Debtor' obligations under the securities and
related transactions will be terminated and discharged.  The
Reorganized Encompass will issue new shares of common stock,
which will be held by the Disbursing Agent for the benefit of
the holders of claims against the Debtors.

                    Revesting of Assets

The Plan also contemplates that the property of each Non-
Residential Debtor, together with any property of each Non-
Residential Debtor that is not property of its Estate and that
is not specifically disposed of pursuant to the Plan, will
revest in the applicable Non-Residential Debtor on the Effective
Date. However, the holders of the Existing Credit Agreement
Claims will retain liens on the property that revests and that
property will be treated in accordance with the terms of the
Plan.

The Reorganized Residential Debtors' Common Stock will be sold
to Newco Holding.  As of the Effective Date, the Reorganized
Residential Debtors may operate their businesses and may use,
acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court.

                  Directors & Executive Officers

The term of each member of Encompass' current board of directors
will automatically expire on the Effective Date.  The initial
board of directors of the Reorganized Encompass on and after the
Effective Date will consist of one member, who will be
designated by the Disbursing Agent.  The Reorganized Encompass
Board will have the responsibility for the management, control,
and operation of the Reorganized Encompass on and after the
Effective Date.  The officers of the Reorganized Residential
Debtors will be designated by Newco Holding and identified in
subsequent supplements to the Plan.

                    Feasibility of the Plan

The Debtors assert that the Joint Plan meets the "feasibility
requirements" under Section 1129(a)(11) of the Bankruptcy Code.
The Debtors tell the Court that their financial projections have
indicated that the Reorganized Debtors will have sufficient cash
flow to make the payments required under the Plan on the
Effective Date.  The Reorganized Debtors will also be capable of
maintaining their operations on a going-forward basis.

Bankruptcy Code Section 1129(a)(11) requires that the
confirmation of the Debtors' Plan must not likely be followed by
the liquidation or the need for further financial reorganization
of the Debtors.

The Debtors advise the Court that they will file exhibits of the
Financial Projections at least five business days before the
Confirmation Hearing.

                 Reorganization Beats Liquidation

The Debtors believe that the reorganization contemplated by the
Joint Plan will provide greater recovery for the impaired
creditors than a liquidation of their assets under Chapter 7 of
the Bankruptcy Code.  The Debtors based their contention
primarily on the consideration of the effects that a Chapter 7
liquidation would have on the ultimate proceeds available for
distribution to the impaired creditors, including:

    (a) the increased costs and expenses of a Chapter 7
        liquidation arising from the fees payable to a Chapter 7
        trustee and the professional advisors to the trustee;

    (b) the erosion in value of assets in a Chapter 7 case in
        the context of the Chapter 7 liquidation;

    (c) the adverse effects on the Debtors' businesses as a
        result of the likely departure of key employees and the
        probable loss of customers;

    (d) the substantial increases in Claims, like estimated
        contingent Claims, which would be satisfied on a
        priority basis or on parity with the impaired creditors
        of the Chapter 11 Cases;

    (e) the reduction of value associated with a Chapter 7
        trustee's operation of the Debtors' businesses; and

    (f) the potentially substantial delay in distributions to
  the impaired creditors that would likely ensue in a
  Chapter 7 liquidation.

Although the Plan contemplates a liquidation of the Encompass'
holdings in the Reorganized Debtors, the Debtors believe that
the liquidation pursuant to the Plan as part of the Chapter 11
cases will not have as great of an effect on the value that the
impaired creditors will receive as would be applicable in a
Chapter 7 liquidation.

The Debtors will file a Liquidation Analysis to support their
arguments at least five days before the Confirmation Hearing.  
(Encompass Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: Seeking Court Nod on Settlement Deal with Orange County
--------------------------------------------------------------
Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
relates that prepetition, Enron Energy Services, Inc. and Orange
County Register entered into an Infrastructure Construction
Contract dated June 18, 1999 to design and install a 1,350-ton
HVAC system at OCR's Santa Ana, California offices.  The
construction cost is estimated at $4,700,000.

Contemporaneous with the Construction Agreement, EES and OCR
entered into an Operating Lease Agreement dated June 18, 1999
pursuant to which OCR leases certain equipment required in
connection with the Energy Project.  Under the Operating lease
Agreement, OCR agreed to pay EES $52,118 per month for 120
months.  The obligation to pay the Monthly Payments was
triggered by OCR's execution of the project Acceptance Letter.  
At the end of the Term, OCR may elect to:

    (a) surrender the equipment at Enron's expense;

    (b) extend the Operating Lease Term for a minimum of 36
        months; or

    (c) purchase the Equipment for $1,600,000 to be paid in
        2011.

In connection with the Energy Project, Mr. Berger informs Judge
Gonzalez, Enron Energy Services North America, Inc. entered into
a Non-Residential Standard Performance Contract Program with
Southern California Edison Company to obtain certain rebates
that are available to businesses for implementing certain energy
efficiency related projects like the Energy Project.

In addition to the Construction Agreement and the Operating
Lease Agreement, OCR and EESNA entered into an Agreement to
Share Savings, dated May 17, 2000.  Pursuant to the Energy
Credit Agreement, EESNA and OCR agreed to share the Energy
Credits and the costs associated with obtaining them under the
SCE Agreement.

Pursuant to the terms of the Energy Credit Agreement, EESNA was
obligated to distribute to OCR 70% of all Energy Credit refunds
received, less an expense reimbursement of up to $40,000.  To
date, EES received $189,000 in refunds for the Energy Credits
under the SCE Agreement, but has not distributed any funds to
OCR.

OCR signed a "Project Acceptance Letter" on June 6, 2001.  The
Project Acceptance Letter signified that the Energy Project was
complete or substantially complete and that the Monthly Payments
pursuant to the Operating Lease Agreement would commence.  OCR
has made all of the Monthly Payments required under the
Operating Lease Agreement to date.

During April 2002, Mr. Berger informs Judge Gonzalez that
Pacific Project Management LLC approached EES and expressed its
interest in purchasing the Equipment and assuming the
Maintenance and Operating Lease agreements.  On April 30, 2002,
EES and Pacific Project entered into a Confidentiality Agreement
to allow Pacific Project to begin its due diligence in
connection with the possible purchase of the Equipment and
acquisition of the Agreements.

On June 5, 2002, Pacific Project offered to purchase the
Equipment and accept the assignment of the Operating Lease
Agreement and the Maintenance Agreement for $2,138,000. However,
Mr. Berger notes, Pacific Project's offer requires EES to:

    (a) pay expenses associated with approval of its offer
        totaling $90,000; and

    (b) agree to a $100,000 break-up fee.

The cash component of Pacific Project's offer was later reduced
to $2,007,000 for the Operating Lease Agreement only.  Yet,
Pacific Project continued to require its expense reimbursement,
reduced by $2,300 and the break-up fee components.

On the other hand, on June 5, 2002, EES entered into a
Confidentiality Agreement with OCR to permit it to conduct due
diligence regarding its interest in the Energy Assets and the
Agreement.  By a letter dated June 28, 2002, OCR offered to
purchase EES' rights under the Operating Lease Agreement and the
Energy Credit Agreement for $2,071,453 -- the First Offer
Amount. In addition to the payment of the First Offer Amount,
OCR agreed to provide non-cash consideration to the Debtors:

    (a) OCR agreed to assume and satisfy all claims and liens
        asserted against Enron or OCR by mechanics' lien
        claimants on account of any and all Mechanics' Lien
        Claims and the mechanics' lien claimants have asserted
        or perfected or may be entitled to assert or perfect
        against the Energy Project, estimated at $600,000;
       
    (b) OCR agreed to assume the cost of completing all services
        and punch list items required to finish the Energy
        Project, estimated at $300,000; and

    (c) OCR agreed to assume responsibility for all future costs
        associated with the rebate applications contemplated by
        the Energy Credit Agreement and SCE agreement, as well
        as the risk associated with a potential denial of rebate
        requests by Southern California Edison.

With regard to the Mechanics' Lien Claims to be assumed by OCR,
the parties specifically acknowledge and agree that the
assumption extends only to Mechanics' Lien Claims for goods and
services provided to the Energy Project and to Control Air
Conditioning Service Corporation's claim, and not to any claims
which may be asserted against the Debtors for fraud,
misrepresentation or other legal theory not based directly on a
mechanics' lien or stop notice right to payment for goods and
services provided.

After substantial analysis and arm's-length negotiations, OCR
increased the cash portion of its offer to $2,750,000 -- the
Purchase Price.  Thus, the Debtors determined that the monetary
and non-cash forms of consideration make the OCR offer
substantially better than that of Pacific Project.

Pursuant to the Termination and Settlement Agreement, OCR will
pay the Debtors $2,750,000.  In addition, OCR will waive all
claims against the Debtors' estates and it will assume various
liabilities for mechanics' liens and claims arising out of the
Agreements.  Furthermore, OCR will bear the cost of completing
all punch list items that my be required to finish the Energy
Project and OCR will assume all of the costs and risks regarding
the collection of the remaining Energy Credits.

In return, the Debtors will:

    (a) transfer the Equipment under the Operating Lease to OCR
        free and clear of all liens, claims and encumbrances in
        favor of EES, EESNA and the Debtors, but subject to any
        validly perfected Mechanics' Lien Claims;

    (b) retain $189,000 in Energy Credits that it has already
        received from Southern California Edison;

    (c) assume and assign any and all rights and duties
        remaining pursuant to the SCE Agreement to OCR; and

    (d) waive the Debtors' rights to assert any potential
        preference claim arising from a prepetition assignment
        of the Maintenance Agreement from EES to IPT.

Mr. Berger contends that EESI's entry into the Termination and
Settlement Agreement is warranted because:

    (a) it allows the Debtors' estates to immediately collect
        90% of the present day value of:

        -- the income stream generated by the Operating Lease
           Agreement; and

        -- the Equipment.

        Absent the Settlement, the Debtors will have to perform
        pursuant to the Operating Lease Agreement through 2011
        and satisfy $600,000 of Mechanics' Lien Claims and
        $200,000 of punch-list items and litigate OCR's possible
        claims against the Debtors' estates;

    (b) it will eliminate a 9-year credit risk associated with
        OCR and its parent companies, which are privately held
        entities that make it difficult to determine the
        financial condition of the OCR companies and the long-
        term exposure under the Operating Lease Agreement risky;

    (c) OCR will obtain title to the Energy Assets free and
        clear of all liens, claims and encumbrances in favor of
        EES, EESNA and the Debtors, but subject to any validity
        perfected Mechanics' Lien Claims, on an "as is, where
        is" basis;

    (d) the cash component of the OCR Offer exceeds Pacific
        Project's offer by more than $750,000 and by more than
        $1,000,000 in total value when other claims and
        liabilities related to the Energy Assets are considered;

    (e) it eliminates the possible cost and complexity of
        litigation resulting from OCR's various claims for
        damages, including the viability of the Debtors' liens
        against the Equipment;

    (f) the SEC Agreement offers no benefit to the Debtors'
        estates since the Energy Project for which the Energy
        Credits were given is being transferred to OCR;

    (g) the opportunity for OCR to collect further Energy
        Credits pursuant to the terms of the SCE Agreement is an
        essential aspect of the Termination and Settlement
        Agreement; and

    (h) the negotiations that culminated in the terms of the
        Termination and Settlement Agreement were conducted at
        arm's-length between disinterested parties that were
        represented by counsel. (Enron Bankruptcy News, Issue
        No. 59; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


FASTENTECH: S&P Takes Back B- Senior Subordinated Note Rating
-------------------------------------------------------------  
Standard & Poor's Ratings Services withdrew its 'B-' rating on
FastenTech Inc.'s proposed offering of $175 million senior
subordinated notes due in 2011 (144A with registration rights),
because FastenTech has postponed the offering. Standard & Poor's
withdrew its 'BB' secured bank loan rating on FastenTech's
proposed $40 million revolving credit facility due in 2008.
The 'B+' corporate credit rating was affirmed on privately held
FastenTech Inc. The outlook is stable.

The closely held Bloomington, Minnesota-based company is a
growing global manufacturer and marketer of highly engineered
specialty fasteners. It had about $170 million of debt
outstanding at December 31, 2002.

"Ratings are not expected to change over the intermediate term,
as the company is expected to maintain its current financial
profile even as it pursues acquisitions," said Standard & Poor's
credit analyst John Sico.

FastenTech has recently improved its operating margins
notwithstanding difficult economic conditions. Productivity
improvements in addition to labor reductions totaled $$5 million
in fiscal 2002. Although steel is the largest purchased
component, recent tariff increases do not affect steel rod and
inconel, which comprise about two-thirds of its steel purchases.
However, annual fixed-price contracts for the company's steel
supply expire in December 2003 and account for about 80% of its
steel purchase. In addition, the company has agreements with
five unions that cover half of its workforce. Three of these
contracts expire in December 2003, May 2004, and June 2004,
respectively.


FEDERAL-MOGUL: Court Okays $28 Million Camshafts Sale to Asimco
---------------------------------------------------------------
After the Court approved the Letter of Intent between Asimco
International Inc. and established the bidding procedures for
the sale of Federal-Mogul Corporation and its debtor-affiliates'
U.S. Camshafts Business in June 2002, the Debtors relate that
they have negotiated with Asimco regarding the assumption of
certain assets and liabilities.  The Debtors have just recently
concluded the negotiations and resolved the open issues related
to an Asset Purchase Agreement that the parties entered.

The salient terms of the Asset Purchase Agreement are:

A. Purchase Price

    Asimco has agreed to purchase the U.S. Camshafts Business
    for $28,079,000.  In the Letter of Intent, Asimco originally
    proposed to pay $32,500,000 for the Camshafts Business, less
    $6,800,000 in accounts receivable to be retained by the
    Debtors.

    The Purchase Price consists of:

    (a) a $250,000 deposit;

    (b) $12,486,000 to be paid in cash at the Closing;

    (c) a $750,000 six-year promissory note; and

    (d) as part of the consideration making up the Purchase
        Price, the Debtors will retain the U.S. Camshafts
        Business' accounts receivable, which is estimated to be
        $11,093,000.

B. Purchase Price Adjustment

    The Purchase Price is subject to a dollar-for-dollar
    adjustment based on the amount by which the Net Working
    Capital as of the Closing exceeds or is less than the amount
    of the Estimated Net Working Capital.  The Net Working
    Capital is the inventory, net of reserves of the U.S.
    Camshafts Business, less the trade accounts payable and
    obligations that will be assumed by Asimco.

C. CapEx Reimbursements

    Aside from the Purchase Price, Asimco will reimburse the
    Debtors on the Closing Date for certain capital expenditures
    currently estimated at $2,200,000.  The CapEx Reimbursements
    are in addition to the Purchase Price consideration to be
    received by the Debtors.  Asimco will also assume the U.S.
    Camshafts Business' accounts payable arising after the
    losing Date.

D. Assets to be Sold

    Asimco will purchase the assets of and interest in the U.S.
    Camshafts Business, including, without limitation, all
    inventory, goods, machinery and equipment and intellectual
    property rights used in or related to the U.S. Camshafts
    Business, and certain real property, fixtures and
    improvements which are owned or leased by the Debtors or
    Federal-Mogul Assembled Camshafts, Inc.

    The Debtors will retain all cash and accounts receivable.  
    The Debtors will also remain liable for accounts payable and
    other obligations before the Closing Date.

    FMAC operates a business that manufactures camshafts for
    vehicle engines at the Grand Haven facility.  FMAC is a non-
    debtor party to the Purchase Agreement, although the Debtors
    hold an 80% ownership in FMAC.

E. Deposit

    Asimco has deposited the $250,000 into an interest bearing
    account established by the Debtors' counsel.  The Deposit
    will be paid to the Debtors at the Closing or refunded to
    Asimco in accordance with the terms of the Purchase
    Agreement, in the event that the Debtors materially breach
    the Purchase Agreement or Asimco does not prevail as the
    successful purchaser.

F. Grand Haven Facility Lease

    The Debtors and Asimco have valued the Grand Haven Leases at
    $3,500,000 to the Debtors.  The parties are still
    negotiating the terms of the Grand Haven leases.

G. Assumption of Contracts

    Asimco will assume certain contracts, agreements, leases and
    commitments related to the U.S. Camshafts Business.  Certain
    contracts involved purchase order arrangements or
    relationships with vendors.

The Debtors reiterate that they need to sell the U.S. Camshafts
Business to cut administrative costs associated with its
continued operations and to maximize the value for the benefit
of the Debtors' estates.  Based on historical performance and
returns, the Debtors believe that the U.S. Camshafts Business
will provide insufficient returns on their investments to
warrant the Debtors retaining the Business.

The Debtors further ask the Court to permit the assignment of
the contracts to Asimco.  The Debtors believe that Asimco is
financially capable of satisfying the obligations under the
contracts going forward.  The Debtors have already notified the
non-debtor party to the contracts that will be assigned to
Asimco.  No default exists under the contracts.

                         *   *   *

Recognizing that Asimco's bid is the highest and best offer,
Judge Newsome authorizes the Debtors to sell the U.S. Camshafts
Business as well as assign certain contracts related to the
Business pursuant to the Purchase Agreement. (Federal-Mogul
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FRESH AMERICA: Liquidating Assets Under Court Supervision
---------------------------------------------------------
Fresh America Corp. (OTCBB:FRES), a major North American food
distribution company it is now in the process of liquidating its
assets under court supervision.

As a wholesale produce buyer, Fresh America operated under the
jurisdiction of the Perishable Agricultural Commodities Act
(PACA), 7 U.S.C. Section 499a et seq. PACA requires that any
produce-related assets be paid to the produce suppliers of Fresh
America.

On January 23, 2003, the United States District Court for the
Northern District of Texas, in a case entitled Produce Alliance,
et al. v. Fresh America Corp., et al., Case No. 3:03 CV-0152-P,
entered an order freezing the assets of Fresh America to avoid
dissipation of those assets.

On February 19, 2003, the District Court entered an Order, which
established a claims procedure for the distribution of the
assets of Fresh America to the produce suppliers. The Order
required Fresh America to notify all of its creditors of the
claims procedure, and such notification has been sent to all
creditors.

All produce suppliers are required to intervene and submit a
PACA Proof of Claim by March 24, 2003. The funds, being held by
court order, are to be paid to the eligible produce suppliers by
May 12, 2003.

If there are any funds remaining after the distribution to the
produce suppliers, there will be further proceedings and
notification will be sent to the affected creditors.

For further information, you may contact the law office of
McCarron & Diess, 4910 Massachusetts Avenue, N.W., Suite 18,
Washington, D.C. 20016, Phone: (202) 364-0400, e-mail:
ldiess@mccarronlaw.com.


FOUNTAIN VIEW: Files Reorganization Plan in C.D. California
-----------------------------------------------------------
Fountain View Inc. filed its Plan of Reorganization and
Disclosure Statement with the United States Bankruptcy Court.
The Plan of Reorganization is supported by the Company's major
constituencies, including the principal holders of its public
debt. Filing the Plan is a key step forward for the Company in
its efforts to successfully emerge from Chapter 11.

The Disclosure Statement and Plan were filed in the United
States Bankruptcy Court for the Central District of California.
The Honorable Sheri Bluebond is presiding over the Fountain View
Chapter 11 case. A Court hearing on the adequacy of the
Disclosure Statement is scheduled for April 15, 2003. Court
approval of the Disclosure Statement will allow Fountain View to
commence solicitation of votes from its creditors and
shareholders and to seek confirmation of the Plan by the
Bankruptcy Court. Fountain View will seek to conclude the
solicitation and court confirmation processes in order to emerge
from Chapter 11 this summer.

"Fountain View expects to emerge from this process as a more
competitive and financially stronger company," said Chief
Executive Officer, Boyd Hendrickson. "The company would not be
in a position to obtain the financing to confirm this full
payment plan but for an extraordinary improvement in performance
achieved through the hard work and dedication of its employees
and its management team. Our operating income has increased
dramatically in 2002, by well over 30% compared to 2001 results,
and shows continuing improvement notwithstanding the challenges
imposed by reductions in government reimbursement rates for
healthcare services and difficult general economic conditions,
as well as the special challenge of operating in a bankruptcy
environment. But I am most proud of the Fountain View employees
who were never distracted by our financial reorganization. They
continue to provide our residents with the high quality
healthcare that has long been Fountain View's trademark."

Key elements of the Plan, as proposed, and subject to approval
by the Bankruptcy Court include:

-- Providing for the payment of all unsecured claims in full
   with interest.

-- Existing shareholders will receive substantially all of the
   equity of the reorganized company.

-- The Company will cure any defaults under those executory
   contracts and unexpired leases necessary to its continuing
   operations and assume the rights and obligations under those
   agreements.

In related news the Company also announced that to fund the
payments required under its reorganization plan it has received
commitments for $150 million in exit financing from
CapitalSource Finance LLC and Highbridge/Zwirn Special
Opportunities Fund L.P., as well as another unnamed financial
institution.

Mark Jrolf, a Partner at Heritage Partners, Inc., the advisor to
the private equity fund that is Fountain View's controlling
shareholder, stated that "We've believed all along in the value
of the equity in Fountain View and are extremely pleased that
the Company was able to file a Plan of Reorganization and
Disclosure Statement with the Court that will allow unsecured
creditors to be paid in full and shareholders to retain
substantially all of their equity in the Company. We are
extremely proud of the hard work this management team put into
the successful restructuring of the Company."

"While this has, at times, been difficult and contentious, the
Fountain View case shows the Chapter 11 process at its best. The
Company's management engineered a remarkable operating
turnaround that, with the breathing spell provided by Chapter
11, has permitted the Company to obtain commitments for the new
financing that will enable it to fund a consensual full payment
plan without significantly liquidating assets or diluting its
existing shareholders," noted Dan Bussel, a partner at Klee
Tuchin Bogdanoff & Stern LLP, bankruptcy counsel to Fountain
View.

The Company along with 22 operating subsidiaries filed its
voluntary petitions for Chapter 11 reorganization on October 2,
2001 in the Central District of California, Los Angeles
Division. Klee Tuchin Bogdanoff & Stern LLP of Los Angeles is
Fountain View's bankruptcy counsel.

Fountain View is a leading operator of long-term care facilities
and provider of a full continuum of post-acute care services,
with a strategic emphasis on sub-acute specialty medical care.
Presently headquartered in Foothill Ranch, California, the
Company employs approximately 6,400 employees who serve
approximately 5400 residents daily in facilities throughout
Southern and Central California, as well as in 18 counties in
Texas, including 43 skilled nursing and five assisted living
facilities. In addition to long-term care, the Company provides
a variety of high-quality ancillary services such as physical,
occupational and speech therapy and pharmacy services. The
Company generates annual revenues in excess of $340 million.


GENCORP INC: Plans to Appeal Court Decision in Case Against Olin
----------------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced it is pursuing its appeal of a
partial judgment in the case of GenCorp Inc v. Olin Corporation,
rather than seek further review of an Order of the United States
Sixth Circuit Court of Appeals issued on February 13, 2003.

In order to move forward with this appeal, the Company has
posted a supersedeas bond covering the judgment and related
interest in the amount of approximately $30 million.  While the
bond impacts liquidity, the Company currently believes that its
existing cash and cash equivalents, forecasted operating cash
flows and borrowings available under its credit facilities will
provide sufficient funds to meet its operating plan for 2003.

As discussed more fully in its recently filed annual report, the
Company has concluded that it is not currently appropriate to
accrue additional amounts related to this matter beyond
previously established reserves for potential liability for
contamination at the Olin TDI facility and related offsite
contamination.

GenCorp is a multi-national, technology-based manufacturer with
operations in the automotive, aerospace, defense and
pharmaceutical fine chemicals industries.  Additional
information about GenCorp can be obtained by visiting the
Company's web-site at http://www.GenCorp.com

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its preliminary double-'B' and single-'B'-plus
ratings to senior unsecured and subordinated debt securities,
respectively, filed under GenCorp Inc.'s $300 million SEC Rule
415 shelf registration.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.


GENERAL CREDIT: S.D. New York Court OKs Consolidation of Estates
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves a substantive consolidation of the estates of Carly
Holding, Inc., General Armored Corporation and G.S. Capital
Corporation into the estate of General Credit Corporation,
creating a single consolidated estate, at the behest of Official
Committee of Unsecured Creditors of General Credit Corporation.

The Court rules that that the substantive consolidation of the
Debtors' estates into the GCC estate will mean:

     (a) all assets and liabilities of the estates of each of
         the Debtors, shall be treated as though they were
         assets and liabilities of the GCC estate;

     (b) for all purposes related to confirmation of any chapter
         11 plan, the Debtors' estates shall be deemed to be one
         consolidated estate for GCC including, for purposes of
         tallying acceptances and rejections of the plan,
         distributions, and claim allowances;

     (c) any obligation of any Debtor and all guarantees thereof
         executed by one or more of the Debtors shall be deemed
         to be one obligation of the consolidated GCC estate;

     (d) any claims filed in connection with such obligations
         and such guarantees shall be deemed one claim against
         the consolidated GCC estate; and

     (e) each and every claim filed in the Debtors' chapter 11
         cases against any of the Debtors shall be deemed filed
         against the consolidated GCC estate and shall be deemed
         to be one claim as an obligation of the GCC estate.

GCC will be considered the surviving estate and the attributes
and characteristics of GCC will remain unaffected by this
substantive consolidation.

General Credit Corporation is engaged in the business of
providing working capital financing to its customers through
check factoring, which is the discounted purchase of corporate
checks made payable to the Debtors' corporate customers.  The
Debtors filed for chapter 11 protection on July 19, 2002 (Bankr.
S.D.N.Y. Case No. 02-13506).  Joshua Joseph Angel, Esq., at
Angel & Frankel, P.C., represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $6,010,455 in total assets and
$9,988,032 in total debts.


GENESEE CORP: Issues Statement of Net Assets in Liquidation
-----------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) issued its statement of net
assets in liquidation and statement of changes in net assets in
liquidation as of and for the third fiscal quarter ended January
25, 2003.

The Corporation is currently operating under a plan of
liquidation and dissolution that was approved by shareholders in
October 2000. Under this plan, the Corporation has divested its
operating businesses and liquidated substantially all of its
other assets. The Corporation sold its brewing and equipment
leasing businesses in December 2000 and its Foods Division in
October 2001. In May 2002 the Corporation sold its investment in
the Clinton Square office building in Rochester, New York. In
September 2002, the Corporation sold its two remaining real
estate holdings to its partners in those investments, which
completed the liquidation phase of the plan.

The Corporation has distributed the net proceeds of these
transactions, after reserving for taxes, contingent liabilities
and post closing obligations related to those transactions, in a
series of liquidating transactions. As of January 25, 2003, five
liquidating distributions totaling $56.1 million, or $33.50 per
share, have been paid to shareholders. On February 21, 2003, the
Corporation announced a sixth liquidating distribution in the
amount of $4.2 million, or $2.50 per share, payable on March 17,
2003 to Class A and Class B shareholders of record on March 10,
2003.

In accordance with generally accepted accounting principles, the
Corporation has adopted the liquidation basis of accounting.
Under the liquidation basis of accounting, the Corporation does
not report results from continuing or discontinued operations.
Instead, the Corporation reports only net assets in liquidation
and changes in net assets in liquidation.

The Corporation reported net assets in liquidation at January
25, 2003 of $15.5 million, or $9.28 in net assets per share,
compared to net assets in liquidation at October 26, 2002 of
$15.2 million, or $9.10 in net assets per share. The $300,000
increase in net assets in liquidation in the third fiscal
quarter reflects the following adjustments and transactions:

* $239,000 in interest income received by the Corporation during
  the third quarter.

* $200,000 increase in accrued compensation and other expenses
  to reflect management's current estimate of the cost to
  complete the Corporation's plan of liquidation and dissolution
  based on management's revised estimate that the plan will be
  completed by April 2004.

* $115,000 decrease in other accrued expenses to reflect a
  reduction in New York sales tax liability as the result of
  modified preliminary audit findings related to the
  Corporation's former brewing business.

* $91,000 in escrow funds received by the Corporation as the
  final proceeds from the January 1999 sale of the Corporation's
  interest in Lloyd's Food Products.

* $91,000 in lease revenue and proceeds from the sale of
  equipment related to the leases retained by the Corporation
  following the sale of its equipment leasing business.

After payment of the $2.50 per share liquidating distribution
payable on March 17, 2003, the Corporation estimates that net
assets in liquidation will be $11.3 million, or $6.78 per share.

The net assets in liquidation reported reflect management's
current estimates of the net realizable value of the
Corporation's assets and the settlement costs of the
Corporation's liabilities. The actual values and costs are
expected to differ from the amounts shown herein and could be
greater or lesser than the amounts recorded.

NOTE: The Corporation has paid partial liquidating distributions
of $7.50 per share on March 1, 2001, $13.00 per share on
November 1, 2001, $5.00 per share on May 17, 2002, $5.00 per
share on August 26, 2002 and $3.00 per share on October 11, 2002
under the plan of liquidation and dissolution adopted by the
Corporation's shareholders in October 2000. The Corporation has
announced a liquidating distribution of $2.50 per share to be
paid on March 17, 2003 to shareholders of record on March 10,
2003.


GILAT SATELLITE: Discloses Impending Changes in Top Exec. Posts
---------------------------------------------------------------
Gilat Satellite Networks Ltd. (NASDAQ:GILTF), a worldwide leader
in satellite networking technology, announced the resignations
of the company's Chairman and CEO Yoel Gat and President Amiram
Levinberg, both co-founders of the company effective upon the
meeting of the new Board of Directors expected in April.

The voluntary resignations open the way for the appointment of a
new Chairman and President and CEO at the upcoming meeting of
the new Board of Directors in April where it is expected that
Shlomo Rodav will become Chairman of the company and Oren Most
will be appointed the new President and CEO.

Both Rodav and Most join Gilat with a wealth of financial,
business and managerial experience and are well positioned to
carry the company forward into a new era of growth. Shlomo
Rodav, who is expected to assume the position of Chairman of
Gilat, is the successful owner and manager of numerous companies
in the high-tech, infrastructure, environment, food and holdings
areas.

Oren Most, who is expected to be appointed Gilat's President and
CEO, joins the company from Cellcom (Israel), the county's
largest and most successful cellular phone company, where he was
one of the company's founders and served as Deputy CEO and Head
of the Customers Division.

Prior to his work at Cellcom, Most led two successful corporate
turnarounds, as CEO of Keter, one of Israel's largest book
publishing and printing companies, and as Managing Director of
Gibor-Sabrina's Pantyhose Division. Oren Most's experience also
includes management positions in banking and venture capital in
the United States. Most, 52, received his MBA degree from New
York University in 1981.

The impending change in the company's top executive positions
coincides with the successful conclusion of Gilat's
restructuring plan that was authorized by the courts last
Thursday. Both Gat and Levinberg, who are committed to helping
the new Chairman and President and CEO make the transition with
the existing Gilat professional management team, will continue
in their present positions until the new Board is elected in
April.

Yoel Gat, outgoing Chairman and CEO said, "After bringing the
company's restructuring plan to a successful conclusion,
following which Gilat's viability is no longer in question, I
felt that stepping aside was the right thing to do. After
sixteen great years that we have dedicated to Gilat, it was time
to give a new management team the opportunity to take the
Company forward to the next level."

Amiram Levinberg, outgoing President said, "As the new
shareholders are expected to prefer the nominated CEO to come
from outside the Company, I think it is the right time to take a
new course in my personal career. We leave behind a very strong
and professionally experienced management team at Gilat that has
been serving the Company for many years, which will ensure, with
our help, a smooth transition for the incoming Chairman and
President and CEO. Both Yoel and myself agreed to remain as
Directors on the new Board and will continue to provide any
assistance we can for the success of Gilat, which will always
remain dear to our hearts."

"In my view," said Oren Most, Gilat's expected incoming
President and CEO, "Gilat represents some of Israel's finest
technological development capabilities and international
marketing achievements. I am thankful to the Company's new
shareholders for the opportunity to lead Gilat's excellent and
professional team in tackling the turnaround challenge."

Gilat expects to be in a position to hold a shareholder's
meeting in April at which time the new Board will be elected.
The Board will then meet and is expected to appoint the new
Chairman and President and CEO. Proxy statements for the meeting
will be sent out in mid-March.

The following individuals are presently expected to be proposed
at the Company's upcoming Shareholders' meeting to serve on the
new Board:

Gideon Chitayat, Yoel Gat, Linda Harnevo, Amiram Levinberg,
David Milgrom, Shlomo Rodav, Meir Shamir, Doron Steiger, Shally
Tshuva.

The definitive slate will be the one contained in the Company's
proxy statement. Further information regarding these individuals
will be set forth in the Company's proxy statement.

              About Gilat Satellite Networks Ltd.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., Gilat Latin America, Inc. and rStar Corporation
(RTRCE), is a leading provider of telecommunications solutions
based on Very Small Aperture Terminal (VSAT) satellite network
technology - with nearly 400,000 VSATs shipped worldwide. Gilat
markets the Skystar Advantage, DialAw@y IP, FaraWay, Skystar
360E and SkyBlaster* 360 VSAT products in more than 70 countries
around the world. The Company provides satellite-based, end-to-
end enterprise networking and rural telephony solutions to
customers across six continents, and markets interactive
broadband data services. The Company is a joint venture partner
in SATLYNX, a provider of two-way satellite broadband services
in Europe with SES GLOBAL. Skystar Advantage(R), DialAw@y IP(TM)
and FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd. or its subsidiaries. Visit Gilat at
www.gilat.com. (*SkyBlaster is marketed in the United States by
StarBand Communications Inc. under its own brand name.)


GLOBAL CROSSING: Creditors Back Hutchison/ST Purchase Pact
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Global
Crossing Chapter 11 proceedings reaffirmed its support for the
company's reorganization plan under which Hutchison
Telecommunications and Singapore Technologies Telemedia will
acquire a majority stake in the reorganized telecom firm. The
Hutchison/ST Telemedia transaction was the culmination of a good
faith auction process and related negotiations among Global
Crossing, its creditor groups, Hutchison/ST Telemedia and other
parties that resolved the numerous, complex issues raised by
Global Crossing's bankruptcy. The Creditors' Committee firmly
believes that this transaction provides the Global Crossing
unsecured creditors -- who have suffered severe losses -- with
the best means to recoup some of their losses. Under the
Hutchison/ST Telemedia transaction, unsecured creditors
collectively will be receiving a substantial equity interest in
a reorganized Global Crossing. Hutchison and ST Telemedia are
highly regarded investors in the global telecommunications
industry whose long term goal is to maximize the value of the
company's unparalleled global network, and thereby substantially
enhance the value of creditor equity interests.

The Hutchison/ST Telemedia transaction has been overwhelmingly
approved by creditors, and has been confirmed by the bankruptcy
court. Virtually all conditions necessary for Global Crossing to
emerge successfully from bankruptcy have been satisfied. The
only significant regulatory approval needed to complete the
transaction is by the Committee on Foreign Investment in the
United States ("CFIUS"). "The Creditors' Committee is hopeful
that the transaction with Hutchison Telecommunications and
Singapore Technologies Telemedia will be approved on a timely
basis by CFIUS," said Edward S. Weisfelner, counsel to the
Creditors' Committee. Mr. Weisfelner added that: "The Creditors'
Committee believes Global Crossing is working diligently and in
good faith toward final regulatory approval."

The Creditors' Committee is concerned by press reports that
purport to characterize the status of what is a dynamic CFIUS
review process, and the apparent intervention by third parties
expressing an interest in an alternative transaction. All of
these parties had a full and fair opportunity to submit a bid
during the bankruptcy auction process that extended over many
months. Expressions of interest from parties that failed to bid
in that process are not now credible and appear intended to
scuttle the Hutchison/ST Telemedia transaction. To protect the
interests of the unsecured creditors of Global Crossing, the
Creditors' Committee intends to take all appropriate actions to
ensure that the CFIUS review process is permitted to run its
course without interference by any third parties.


GLOBAL CROSSING: Releases Special Committee's Fraud Report
----------------------------------------------------------
Pursuant to an order of the U.S. Bankruptcy Court for the
Southern District of New York, Global Crossing Ltd. filed with
the Court the Report of Investigation of the Special Committee
on Accounting Matters of the Company's Board of Directors.

The Special Committee on Accounting Matters, whose members are
independent directors of the Company, was created in 2002 to
investigate and report on allegations made by a former Company
employee.

The Company anticipates that the materials constituting the
Report of Investigation will be available on the Court's
Internet site (whttp://www.nysb.uscourts.gov)under Case Number  
02-40188 through an account obtained from PACER Service Center
at 1-800-676-6856.


GOODYEAR TIRE: S&P Ratchets Class A-1 Trust Note Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust's class A-1 certificates on
CreditWatch with negative implications.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a swap-independent synthetic
transaction that is weak-linked to the underlying securities
being the Goodyear Tire & Rubber Co.'s 7% notes due March 15,
2028.

The CreditWatch placement on this synthetic transaction follows
the recent placement of the underlying securities on CreditWatch
with Negative implications.

            RATING PLACED ON CREDITWATCH NEGATIVE
   
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust $43.628 million corporate bond-
backed certs
   
                            Rating
            Class     To              From
            A-1       BB-/Watch Neg   BB-

DebtTraders reports that Goodyear Tire & Rubber's 7.857% bonds
due 2011 (GT11USR1) are trading at 67 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT11USR1for  
real-time bond pricing.


HOLLINGER INT'L: Amends Debt Arrangements with Hollinger Inc.
-------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that it has
repurchased shares of its Class A common stock and redeemed
shares of Series E preferred stock from its controlling
shareholder, Hollinger Inc. (TSX: HLG) and has revised certain
debt arrangements it has in place with Hollinger Inc.  These
transactions were completed in conjunction with Hollinger Inc.
closing a private placement of US$120 million of 11-7/8% Senior
Secured Notes due 2011.

Contemporaneously with the closing of the private placement,
Hollinger International:

    -- repurchased for cancellation, from one of Hollinger
       Inc.'s wholly-owned subsidiaries, 2,000,000 shares of
       Class A common stock of Hollinger International at
       US$8.25 per share for total proceeds of US$16.5 million;
       and
    -- redeemed, from the same subsidiary of Hollinger Inc.,
       pursuant to a redemption request, all of the 93,206
       outstanding shares of Series E Redeemable Convertible  
       Preferred Stock of Hollinger International at the fixed
       redemption price of C$146.63 per share.

Proceeds from the repurchase and redemption were offset against
debt due from Hollinger Inc.'s subsidiary, resulting in net
outstanding debt due to Hollinger International Inc. of
approximately US$20.4 million.  The remaining debt bears
interest at market rates and is subordinated to the Hollinger
Inc. Notes (so long as the Notes are outstanding), guaranteed by
The Ravelston Corporation Limited, the controlling shareholder
of Hollinger Inc., and secured by certain assets of Ravelston.

Following a review by a special committee of the Board of
Hollinger International comprised entirely of independent
directors of all aspects of the transaction relating to the
changes in the debt arrangements with Hollinger Inc. and the
subordination of this remaining debt, the special committee
approved the new debt arrangements, including the subordination.

Hollinger International Inc. is a global newspaper publisher
with English- language newspapers in the United States, Great
Britain, and Israel.  Its assets include The Daily Telegraph,
The Sunday Telegraph and The Spectator magazine in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.

                        *   *   *

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

                 Update on Financing Initiative

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


HYPERFEED: Posts Net Losses for Fourth Quarter and Year-End 2002
----------------------------------------------------------------
HyperFeed Technologies, Inc. (Nasdaq: HYPR), a provider of
managed services, financial information and ticker plant
technologies to financial institutions, exchanges, value-added
distributors and trading professionals reports results for the
fourth quarter and year ended December 31, 2002.

The Company reported a $2.8 million net loss, or ($.11) per
share, for the three months ended December 31, 2002. Excluding
the impact of a $2.0 million restructuring charge, the fourth
quarter loss would have been $0.8 million, or ($.03) per share
compared with a net loss of $0.3 million, or ($.01) per share,
for the same period in 2001. Revenue was $4.5 million for the
three months ended December 31, 2002 versus $6.2 million for the
same period in 2001.

For the year ended December 31, 2002, the net loss was $4.6
million, or ($.19) per share. Excluding the same restructuring
charge, the net loss would have been $2.6 million, or ($.11) per
share versus a net loss of $2.4 million, or ($.13) per share,
for 2001. Revenue was $19.8 million for the year 2002 versus
$33.3 million for the comparable period in 2001. HyperFeed's
cash position at December 31, 2002 was $1.1 million, and
increased by $0.5 million since December 31, 2001.

According to Jim Porter, HyperFeed's CEO, "Fourth quarter and
year-end 2002 numbers reflect the performance of HyperFeed's
consolidated data feed offerings to the institutions servicing
the retail customer. Those institutions have been negatively
impacted over the past several years due to diminished market
conditions. In response, HyperFeed has refocused its product and
sales strategies to leverage its core ticker plant technologies
for servicing exchanges, large financial institutions and
content providers. We are confident we will show positive growth
in 2003."

As of December 31, 2002, Hyperfeed Technologies' liquidity is
strained with total current assets at $2,289,172 against total
current liability at $3,815,052.

            About HyperFeed Technologies, Inc.

HyperFeed's ticker plant technology and financial exchange
managed services are designed specifically to support the
delivery of real-time data, data management, data reporting, and
value added services for use in distributing and receiving
financial content with a competitive edge. Beginning with a
comprehensive understanding of the diverse needs of the
financial equities industry, the Company applies advanced
technologies to the processing, delivery, distribution and
access to financial market data. HyperFeedr offers one of the
fastest, most complete and reliable managed exchange platform
services that can be used with industry-leading APIs, third-
party applications or online desktop solutions.

For more information, visit HyperFeed's Web site at
http://www.hyperfeed.com


HYPERTENSION DIAGNOSTIC: Ability to Continue Operations Doubtful
----------------------------------------------------------------
Hypertension Diagnostics, Inc., is engaged in the design,
development, manufacture and marketing of proprietary medical
devices that it believes non-invasively detect subtle changes in
the elasticity of both large and small arteries.  Vascular
compliance or arterial elasticity has been investigated for many
years and clinical studies suggest that a lack of arterial
elasticity is an early indicator of vascular disease.  The
Company is currently marketing three versions of its Product:
the HDI/PulseWave, CR-2000 Research CardioVascular Profiling
System, the CVProfilor DO-2020 CardioVascular Profiling System
and the CVProfilor MD-3000 CardioVascular Profiling System. The
CR-2000 Research System is being marketed worldwide, has a
medical device CE Mark (CE0123) which allows it to be marketed
as a medical device in the European Union and is being marketed
"for research purposes only" in the United States (that is, not
for screening, diagnosing, or monitoring the treatment of
patients). The CVProfilor DO-2020 System is being marketed to
primary care physicians and other health care professionals on a
"per-patient-tested" rental basis. Utilizing its Central Data
Management Facility (the "CDMF"), the Company is able to track
utilization of the CVProfilor DO-2020 System in each physician's
office and medical clinic and to invoice its physician customers
on the number of CardioVascular Profile Reports which they
generate each month. Management anticipates that marketing the
CVProfilor DO-2020 System under a "per-patient-tested" rental
program (as opposed to a capital sale approach) will allow
Hypertension Diagnostics to accelerate the rate of Product
acceptance in the medical marketplace and should allow physician
usage fees to eventually generate the majority of its revenue.

However, as of December 31, 2002, the Company had an accumulated
deficit of $19,486,099, attributable primarily to research and
development and general and administrative expenses. Until it is
able to generate significant revenues from its activities, the
Company expects to continue to incur operating losses.

Total Equipment Sales Revenue for the six months ended December
31, 2002 was $150,388, compared to $293,851 for the six months
ended December 31, 2001. This decrease is mainly due to the
anticipated revenue shift from the CR-2000 Research System
(Equipment Sales) to the CVProfilor DO-2020 System (per-patient-
tested rental program). The reason for the shift in strategic
focus to the CVProfilor DO-2020 System was: a) FDA 510(k)
clearance to market it in the United States on November 1, 2000;
and b) the potential practicing physician market is
significantly larger than the research market for the CR-2000
Research System. The majority of Company time and attention is
now, and will continue to be, focused on expanding CVProfilor
DO-2020 System placements and utilization in United States
physicians' medical offices and clinics. This shift in strategic
focus began in the fourth quarter of fiscal year 2001.

Net loss was $1,878,080 and $3,310,427 for the six months ended
December 31, 2002 and 2001, respectively.

As of December 31, 2002, the Company had cash and cash
equivalents of $605,946. Management anticipates that these
funds, in conjunction with revenue anticipated to be earned from
placements of the CVProfilor DO-2020 Systems, anticipated sales
of the CR-2000 Research Systems, as well as anticipated
operating cost reductions, are estimated to allow the Company to
pursue its business development strategy for approximately the
three months following December 31, 2002. At February 1, 2003,
it had cash and cash equivalents of approximately $480,000.
Revenues from placements of the CVProfilor DO-2020 Systems and
sales of the CR-2000 Research Systems are not expected to be
sufficient, either alone or together, to provide the Company
with sufficient working capital to support operations during the
twelve month period following December 31, 2002. These matters
raise substantial doubt about Hypertension Diagnostics' ability
to continue as a going concern. If it does not receive
substantial additional capital in the three months following
December 31, 2002, it will be forced to cease operations. If it
is forced to cease operations, it will seek to eliminate all
operating expenses while it reassesses its strategic options.


INBUSINESS: Obtains $2MM Capital Infusion from Treklogic Tech
-------------------------------------------------------------
InBusiness Solutions Inc. (TSX Venture: BIZ.T) entered into an
agreement with TrekLogic Technologies Inc. (TSX Venture: TKI)
regarding an equity private placement of $2,000,000 in gross
proceeds. Pursuant to the Funding, InBusiness will issue
30,000,000 equity units as follows:

    - $500,000; 10,000,000 common shares at $0.05 per share and
      10,000,000 common share warrants where one warrant plus
      $0.10 will entitle the holder to acquire one share for a
      period of twenty-four (24) months from the Closing Date;
      and

    - $1,500,000; 20,000,000 common shares at $0.075 per share
      and 20,000,000 common share warrants where one warrant
      plus $0.10 will entitle the holder to acquire one share
      for a period of twenty-four (24) months from the Closing
      Date.

Currently, InBusiness has 18,485,807 common shares issued and
outstanding.

Pursuant to the agreement, TrekLogic will provide InBusiness
with an immediate $500,000 secured working capital loan in the
form of a 12% convertible debenture on the terms noted above.
Subject to TrekLogic closing an equity funding, a further
$1,500,000, 12% convertible debenture on the
terms noted above, will be advanced to the Company prior to
March 31, 2003. Shareholder approval is required to permit the
contemplated transaction to close. The common shares issueable
on conversion of the debenture and exercise of the warrants will
then be subject to a Tier 1 Value Escrow which releases escrowed
stock at various times over an 18 month period. Failure to
secure shareholder approval will result in the convertible
debenture becoming due and payable on May 31, 2003.

As previously disclosed, the past twelve months have been a
restructuring year for the Company which has moved aggressively
to optimise its cost structure, dispose of assets and businesses
unrelated to the core Information Technology business and
recapitalize the business operations. As part of the
restructuring, significant changes have been made to the
management and Board of Directors. Advisors, including
investment bankers, were engaged to assist in sourcing and
evaluating options that would provide optimal value for the
Company that would best protect the interests of creditors,
shareholders, employees, consultants and customers alike. After
reviewing various options, the TrekLogic investment was
determined by the Board of Directors, management and advisors to
be the option that was best for all stakeholders.

The core IT services operations of InBusiness have been
consistently profitable from their inception. The financial
difficulties experienced by InBusiness over the past 24 months
were the direct result of a business strategy that expanded the
Company into select media and dot-com based activities. The
current management team and Board are fully committed to the
core IT services business and have worked hard with all of our
employees, consultants and clients in executing a successful
restructuring. This private placement will significantly improve
the immediate working capital position of InBusiness and provide
capital for continued growth.

On receipt of the $500,000 working capital loan, the Board of
Directors of InBusiness will, subject to regulatory approvals,
immediately appoint John McKimm as a Director of InBusiness and
subsidiary companies to fill an immediate vacancy created by the
passing of Director, David Jolley.

As a result of closing the $2,000,000 financing, and upon
shareholder approval and conversion to InBusiness shares,
TrekLogic will have a controlling shareholding in InBusiness.
John McKimm, Chairman and CEO of TrekLogic, states, "InBusiness
fits well with TrekLogic's business strategy. TrekLogic has been
looking to add an Ottawa base, and InBusiness certainly
meets all our requirements. The business mix is very similar and
we expect significant synergies to result during the coming
year." Mark Quigg, President of InBusiness, states, "Mr. McKimm
is very familiar with InBusiness. He was active with our Company
from 1987 through 2000 as a Director and Advisor. He left the
Board of Directors with the advent of our media and dot-com
strategy. We are pleased to be working with Mr. McKimm and
TrekLogic, and believe the combination has the potential to
create significant value for our shareholders, employees,
consultants and clients and provide InBusiness with a
strong financial and operational base from which to grow."

Conditional regulatory approval has been received for the
funding. Final approval is subject to shareholder approval,
expected to be obtained over the period to April 30, 2003.
Coincident with reaching the agreement with TrekLogic, the
Company has concluded a Forbearance agreement with its primary
banker effective to May 31, 2003 when it is expected that
further arrangements will be made to repay all outstanding debt
with the Bank of Montreal. Negotiations are ongoing with one
other significant creditor.

InBusiness is an established IT solutions and services company
that delivers technology solutions in business intelligence,
Oracle applications, systems integration and wireless/portal
applications. With a team of over 160 IT professionals,
InBusiness' clients include Fortune 500 corporations and
government departments located in both Canada and the United
States. For more information on InBusiness' IT solutions and
services, please contact the Company's web site at
http://www.inbusiness.comor telephone (877) 761-9436.

TrekLogic is an Information Technology Services company
providing software solutions and IT contract staffing services
to a high profile client base in Canada and the United States.
The software solutions business is primarily in the U.S. and is
built around a number of high value-added specialty practice
areas where TrekLogic has a competitive advantage, either
due to specialized expertise or proprietary software tools used
in the provision of services. The IT contract staffing business
is focused on the Toronto and Ottawa markets. TrekLogic has a
history of strong profitability with a debt-free balance sheet
and a positive working capital position of $1,449,142 at
September 30, 2002. TrekLogic's working capital position as at
December 31, 2002 was further improved to $1,809,675. Pre-tax
profitability for the year ending September 30, 2002 was
$1,704,969 or 26.3% of revenues, translating to $0.08 per common
share. Pre-tax profitability for the first quarter ending
December 31, 2002 was $395,153 or 18.3% of revenue, translating
to $0.018 per common share. The first quarter is traditionally
TrekLogic's weakest quarter due to the Christmas season. Tax
loss carryforwards, from companies acquired, eliminate any
requirement to pay taxes. For more information on TrekLogic,
please contact the TrekLogic web site at
http://www.TrekLogic.com.


INSILCO HOLDING: Judge Carey Approves Asset Sales
-------------------------------------------------
Insilco Holding Co. announced that following a hearing held
March 7, 2003 before the U.S. Bankruptcy Court for the District
of Delaware, Bankruptcy Judge Kevin J. Carey signed orders
approving the going concern sales of substantially all of the
assets of the Company's three business segments.

"We are extremely pleased with the progress being made relative
to the sale of the company's assets," said David A. Kauer,
President and Chief Executive Officer. "We can now focus on the
orderly transition of substantially all of the assets of our
three business segments to their new owners."

The Bankruptcy Court approved the sale of the Company's going
concern assets pursuant to previously announced contracts.
Specifically:

   * Amphenol Corporation 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.

   * Bel Fuse Ltd. will 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; and

   * 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, under terms that
     return approximately $850,000 to the Insilco entities.

The closing of the transactions remain subject to, among other
things, customary closing conditions.

Insilco Holding Co., and certain of its domestic subsidiaries,
filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Del. Case No. 02-13672) on December 16,
2002, with the stated intention to facilitate the planned sales
of the company's assets as going concerns.

At the March 7, 2003 hearing, counsel to the Insilco Debtors,
counsel to the agent for the Debtors' senior secured lender
group, and counsel to the official committee of unsecured
creditors informed the Bankruptcy Court that a tentative
agreement had been reached to settle the creditors' committee's
motion for appointment of an operating trustee or an examiner;
if that settlement is consummated, the creditors' committee will
withdraw its motion, with prejudice. The creditors' committee
also informed the Court at the hearing that it was withdrawing
its objections to the proposed sales. The proposed settlement
among the Company, the Debtors' senior secured lender group and
the creditors' committee also sets forth the general terms for
an anticipated Chapter 11 plan of liquidation that would seek to
distribute remaining assets to unsecured creditors.

                 About Insilco Holding Co.

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 our sites at http://www.insilco.comor  
http://www.insilcotechnologies.com.


INSILCO: Bel Acquisition of Passive Components to Close by March
----------------------------------------------------------------
Bel Fuse Inc. (Nasdaq:BELFA) (Nasdaq:BELFB) announced that on
March 7, 2003, the United States Bankruptcy Court, District of
Delaware approved the Company's previously announced acquisition
of the passive components group from Insilco Technologies, Inc.

Subject to certain customary procedures, Bel currently expects
the acquisition to be completed before the end of March 2003.

On December 16, 2002, Bel announced a definitive agreement to
acquire the assets of the passive components business from
Insilco Technologies, Inc. for approximately $35 million in cash
and the assumption of certain liabilities. The agreement
proposed to acquire the assets of Insilco Technologies
subsidiaries Stewart Connector Systems, Inc., InNet
Technologies, Inc., and Signal Transformer Co., Inc.

Insilco's passive components business designs, manufactures and
sells transformers and connectors, among other products. As
Insilco disclosed in its 10-Q for the period ended September
2002, net sales for its passive components segment during the
nine month period ended September 27, 2002 were $52.6 million.

                       About Bel

Bel -- http://www.BelFuse.com-- and its subsidiaries are  
primarily engaged in the design, manufacture and sale of
products used in networking, telecommunications, high speed data
transmission, automotive and consumer electronics. Products
include magnetics and connectors for voice and data
transmission, fuses, DC/DC converters, delay lines and hybrid
circuits. The Company operates facilities around the world.


KAISER ALUMINUM: Summit Purchase Agreement Gets Court Nod
---------------------------------------------------------
In connection with the sale of their interests in the Kaiser
Center, Kaiser Aluminum Corporation and its debtor-affiliates
sought and obtained Court approval for an Agreement of Purchase
and Sale dated October 16, 2002, as amended on November 19,
2002, with Summit Commercial Properties, Inc.  The Debtors will
sell the Kaiser Center assets to Summit free and clear of liens,
claims and encumbrances, except for certain permitted liens.

The salient terms of the purchase agreement include:

A. Property Interests To Be Sold

   (1) The fee simple interest in the Kaiser Center grounds;

   (2) All lease interests of Kaiser Aluminum & Chemical
       Corporation, Kaiser Center, Inc. and Alwis Leasing, Inc.
       with respect to the Kaiser Center;

   (3) The Parking Lot;

   (4) The Zenith Note and the ReProp Note; and

   (5) The related security agreements and documentation and all
       permits, licenses, contracts, personal property, cash,
       receivables and security deposits related to the
       operation of the Kaiser Center.

B. Purchase Price

   Summit will pay $65,600,000.  Of that amount, $3,100,000 will
   be deposited before the closing.  The remainder will be
   payable at closing.

C. Due Diligence Periods

   Summit is allowed certain property and title due diligence
   periods, each of which is anticipated to expire soon.

   Summit has waived the financing conditions in the Agreement.

D. "As-Is" Condition

   Summit will take the Kaiser Center Assets in "as-is"
   condition, with all faults.  This includes the physical
   condition of the property, as well as the terms, covenants,
   conditions and limitations of all leases, contracts, notes,
   deeds of trust and security interests being acquired.

E. Assumed Executory Contracts & Unexpired Leases

   The Debtors will assume and assign to Summit all of their
   rights, title and interests in and to all executory contracts
   and unexpired leases related to the Kaiser Center Assets.
   Summit may also elect to have one or more of the leases
   rejected by notifying the Debtors in writing to that effect
   before the closing.

F. Permitted Liens

   (a) The First Deed of Trust dated as of August 15, 1983, made
       by Newkirk Kalan and Kaiser Center Inc. for the benefit
       of The Variable Annuity Life Insurance Company to secure
       a $79,575,000 promissory note;

   (b) The Second Deed of Trust dated as of August 15, 1983,
       made by Newkirk Kalan and Kaiser Center for the benefit
       of American General Life Insurance Company of Delaware to
       secure a $9,000,000 promissory note;

   (c) The Third Deed of Trust dated August 15, 1983, which
       encumbers the Kaiser Center Inc.'s and Newkirk Kalan's
       interests in the Kaiser Center;

   (d) The Fourth Deed of Trust dated August 15, 1983 which
       encumbers Newkirk's interests in the Kaiser Center;

   (e) The subordination, non-disturbance and attornment
       agreements dated August 15, 1983 by and among:

         (i) Variable Annuity, Alwis, Kaiser Aluminum, Kaiser
             Center and Newkirk Kalan;

        (ii) Variable Annuity, Alwis, Kaiser center and Newkirk
             Kalan;

       (iii) American General, Alwis, Kaiser Aluminum, Kaiser
             Center and Newkirk Kalan; and

        (iv) Alwis, Kaiser Center and Newkirk Kalan.

   (f) Any security interest related to the liens;

   (g) The effect of any recorded leasehold interest in respect
       to the Kaiser Center assets; and

   (h) All other encumbrances deemed accepted by Summit.

G. Claims Indemnity

   Summit must hold and save the Debtors harmless from any and
   all loss, cost, damage, injury or expense arising directly or
   indirectly out of or as a result of the rejection of the
   leases, including but without limitation, any claim, demand
   or liability to Newkirk Kalan or to any tenant under any
   tenant leases in the building.

   At the closing of the sale transaction, Summit will deliver
   to the Debtors a Claims Indemnity.  The Claims Indemnity will
   be secured by a junior lien on the Kaiser Center assets.
(Kaiser Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


LA QUINTA: Bank Lenders Agree to Relax Financial Covenants
----------------------------------------------------------
Information obtained from http://www.LoanDataSource.comshows  
that La Quinta Corporation entered into an amendment to its $225
million Credit Agreement dated as of June 6, 2001, with Canadian
Imperial Bank of Commerce, as administrative agent for CIBC,
Inc., and Fleet National Bank.

The amendment provides for:

   (1) relaxation of the maximum total leverage ratio:

                                     Maximum Total
       Testing Period                Leverage Ratio
       --------------                --------------
       4th Fiscal Quarter,
       Fiscal Year 2002                4.60:1.00

       1st Fiscal Quarter,
       Fiscal Year 2003                4.85:1.00

       2nd Fiscal Quarter,
       Fiscal Year 2003                5.00:1.00
       and thereafter     

   (2) modification of a minimum fixed charge ratio covenant:

       La Quinta agrees not to permit the ratio of (i)
       Consolidated EBITDA minus the Capital Expenditure Reserve
       to (ii) Fixed Charges for any four consecutive Fiscal
       Quarter period ending on the last day of any Fiscal
       Quarter to be less than:

       (a) so long as no Fixed Income Refinancing has been
           consummated, 1.55:1.00,

       (b) if a Fixed Income Refinancing in a principal amount
           of at least $150,000,000 but less than $200,000,000
           has been consummated, 1.45:1.00,

       (c) if a Fixed Income Refinancing in a principal amount
           of at least $200,000,000 but less than $250,000,000
           has been consummated, 1.40:1.00 and

       (d) if a Fixed Income Refinancing in a principal amount
           of at least $250,000,000 has been consummated,
           1.35:1.00.

   (3) modification of a minimum interest coverage ratio
       covenant:

       La Quinta agrees not to permit the ratio of (i)
       Consolidated EBITDA to (ii) Consolidated Net Interest
       Expense for any four consecutive Fiscal Quarter period
       ending on the last day of any Fiscal Quarter to be less
       than:

       (a) so long as no Fixed Income Refinancing has been
           consummated, 2.50:1.00,

       (b) if a Fixed Income Refinancing in a principal amount
           of at least $150,000,000 but less than $200,000,000
           has been consummated, 2.30:1.00,

       (c) if a Fixed Income Refinancing in a principal amount
           of at least $200,000,000 but less than $250,000,000
           has been consummated, 2.20:1.00 and

       (d) if a Fixed Income Refinancing in a principal amount
           of at least $250,000,000 has been consummated,
           2.10:1.00.

   (4) elimination of the minimum lodging EBITDA covenant; and

   (5) an agreement to limit capital expenditures to $80,000,000
       to $95,000,000 depending on the amount owed to the
       lenders and and the holders of the 7.82% Senior Notes due
       September 2026 and the 7.51% Medium Term Notes due 2003.  

The facility will be reduced from $225 million to $175 million
and may be further reduced by up to $50 million, based upon the
effect of a future financing. Furthermore, the facility, which
had been scheduled to mature on May 31, 2003, subject to certain
extension rights, will now mature on December 31, 2003, subject
to a further extension under certain circumstances.  The
interest rates and other pricing under the credit facility
remain unchanged.  

"We are pleased to announce the amendment to our revolver," said
David L. Rea, Executive Vice President and Chief Financial
Officer. "We appreciate the strong support provided by our
lenders as we continue to manage through a difficult lodging
environment."

                  About La Quinta Corporation

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

                             * * *

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

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


LEGACY HOTELS: Initiates Amendments to Management Structure
-----------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN)
announced a number of changes to its management structure. In
addition, the Trustees are proposing changes to Legacy's
Declaration of Trust to be considered at its Annual and Special
Meeting of Unitholders being held on April 24, 2003 at The
Fairmont Royal York in Toronto.

Neil J. Labatte has been appointed President and Chief Executive
Officer. Mr. Labatte has been with Legacy since 1999 as
President and Chief Operating Officer and continues to hold the
office of Senior Vice President, Real Estate of Fairmont Hotels
& Resorts Inc. (TSX/NYSE: FHR).

The Trustees have also determined that the appointment of a
full-time Chief Financial Officer is warranted. An executive
search is underway for this position.

Commenting on the announcements, Richard A. Goldstein, Legacy's
Chairman, said, "Given Legacy's revenue and asset growth since
its inception in 1997, the Trustees felt it was important to
have a CEO devoting the majority of his time to Legacy as well
as a full-time CFO. An important part of this consideration was
to ensure that the synergistic benefits associated with the
relationship between Legacy and FHR remained intact."

In addition, the Trustees are recommending that unitholders
approve amendments to the Declaration of Trust that would change
the number of Trustees from a fixed number of seven to a minimum
of five and a maximum of eight. This proposed change would
provide the opportunity to increase the number of Independent
Trustees from four to five and therefore broaden the board's
scope of experience and breadth of expertise.

Although FHR, Legacy's largest investor with a 35% interest, is
entitled to appoint three Trustees pursuant to the Declaration
of Trust, FHR has advised that it intends to appoint only two at
this time. FHR reserves the right to appoint another nominee in
the future. Mr. Fatt, Legacy's Vice Chairman, will continue to
serve as a Trustee. The terms of Mr. Cahill and Mr. Patava
expire at the close of the Annual and Special Meeting of
Unitholders and Mr. Labatte will be appointed a Trustee at that
time.

Legacy is Canada's premier hotel real estate investment trust
with 22 luxury and first-class hotels and resorts in Canada and
one in the United States. The portfolio includes landmark
properties such as Fairmont Le Chateau Frontenac, The Fairmont
Royal York and The Fairmont Empress. The management companies of
FHR operate all of Legacy's properties. At Dec. 31, 2003, the
Company's total current liabilities eclipsed total current
assets by about C$130 million.


LEGACY HOTELS: First Quarter Distribution Will Be On April 20
-------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN)
announced a first quarter distribution of $0.185 to unitholders
of record as of March 31, 2003. Payment will be made on or about
April 20, 2003. This distribution is consistent with quarterly
distributions made throughout 2002.

Legacy is Canada's premier hotel real estate investment trust
with 22 luxury and first-class hotels and resorts in Canada and
one in the United States, consisting of over 10,000 guestrooms.
The portfolio includes landmark properties such as Fairmont Le
Chfteau Frontenac, The Fairmont Royal York and The Fairmont
Empress. The management companies of Fairmont Hotels & Resorts
Inc. operate all of Legacy's properties.


LEHMAN ABS CORP: Fitch Ratchets Ratings on Classes M-2 & B-1
------------------------------------------------------------
Fitch Ratings takes rating actions on the following residential
mortgage-backed securitization:
      
            Lehman ABS Corporation, series 1998-1

      -- Class A-1 ($14,459,526 outstanding) is affirmed at
         'AAA';

      -- Class M-1 ($9,594,810 outstanding) downgraded to 'BBB'
         from 'A' and removed from Rating Watch Negative.

      -- Class M-2 ($1,872,007 outstanding) downgraded to 'CCC'
         from 'B';

      -- Class B-1 ($927,474 outstanding) downgraded to 'D' from
         'CCC'.

This action is the result of a review of the level of losses
expected and incurred to date and the current high delinquencies
relative to the applicable credit support levels. As of the Feb.
25, 2003 distribution:

Lehman ABS Corp., series 1998-1 remittance information indicates
that approximately 7.48% of the current pool is over 90 days
delinquent and cumulative losses are $2,982,598 or 2.19% of the
initial pool. Currently, class B-1 has 0% of credit support,
class M-2 has 3.45% of credit support remaining, class M-1 has
10.42% of credit support remaining, and class A-1 has 46.15% of
credit support remaining.


LEHMAN BROS: Fitch Downgrades 2000-LLF C7 Class L & M to BB+/B+
---------------------------------------------------------------
Fitch Ratings downgrades Lehman Brothers floating-rate
commercial mortgage pass-through certificates, series 2000-LLF
C7 $46.9 million class L to 'BB+' from 'BBB-' and $25.2 million
class M to 'B+' from 'BB-'. In addition, the classes have been
removed from Rating Watch Negative.

The actions are due to a decline in the operating performance of
the Boykin Hotel Portfolio loan. The Fitch adjusted debt service
coverage ratio for the trailing twelve months ended
January 31, 2003 was 1.42 times compared to 1.65x at issuance.
For more information, please refer to the press release dated
December 2, 2002.


MAGELLAN HEALTH: Files for Chapter 11 Protection in S.D.N.Y.
------------------------------------------------------------
Magellan Health Services, Inc., (OCBB:MGLH) has reached
agreement on the terms of a proposed financial restructuring
plan with a number of its key creditors.

This agreement is with creditors holding approximately 52% of
Magellan's senior notes, approximately 35% of Magellan's senior
subordinated notes, approximately 45% of Magellan's senior
secured bank debt, as well as with the Company's largest
customer, Aetna. Implementation of the proposed restructuring
plan will result in a viable long-term capital structure for
Magellan that will serve to enhance its business and reduce
Magellan's more than $1 billion of overall indebtedness by
approximately $500 million. In order to implement the financial
restructuring, the Company and substantially all of its
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York. The
restructuring plan is to be effected pursuant to a Chapter 11
Plan of Reorganization, which the Company has filed with the
Bankruptcy Court Tuesday.

Magellan stated that it is operating as usual, without
interruption, and that it has sufficient cash to fund all of its
operating obligations during the reorganization process,
including obligations to employees, providers and customers.
Magellan is seeking Bankruptcy Court approval to pay in the
ordinary course all pre-Chapter 11 obligations to employees,
providers and customers and is optimistic that this approval
will be granted shortly.

The Company has determined that the most expeditious manner in
which to effect the restructuring is through the Chapter 11
process. Based upon the creditor support that already has been
obtained, the Company believes that it can consummate the
restructuring and emerge from Chapter 11 by the end of the third
quarter of this calendar year.

The Company's Plan of Reorganization contemplates an equity
investment in reorganized Magellan in the amount of $50 million
pursuant to a rights offering to be made available to unsecured
creditors. The Company has obtained a commitment from certain
holders of its senior subordinated notes to purchase any portion
of the $50 million offering not subscribed to by other
creditors. The proceeds of this equity investment will be
available to the Company for general corporate purposes.

Steven J. Shulman, chief executive officer of Magellan Health
Services, stated, "Our plan will reduce Magellan's debt
substantially and will provide a healthy financial foundation
for our business operations. I am also delighted by the
commitment of those creditors who will make an additional $50
million equity investment in our Company upon our emergence from
reorganization. Once we complete our restructuring, not only
will we have a sound capital structure, we will also free up an
enormous amount of management time, energy and attention that we
can reinvest in managing our business. We are looking forward to
all we can accomplish once our debt concerns are behind us."

"Magellan is the market leader in managed behavioral health
care. It has outstanding assets and employees that make it a
valuable long-term partner to customers, providers and members,
and we believe the Company can be even more valuable in the
future," said Saul E. Burian, director of Houlihan Lokey Howard
& Zukin, which is the financial advisor to the Ad Hoc Committee
of Noteholders. "The financial restructuring plan, which was
unanimously supported by the committee of Magellan's
noteholders, reflecting the confidence of the committee, will
enable Magellan to capitalize on its significant business
opportunities and should assure its long-term viability."

"We support Magellan's efforts to reduce its debt and strengthen
its long-term financial position," said Mark Bertolini, Aetna's
senior vice president of specialty products. "We have extended
our partnership with Magellan, and believe that these efforts to
regain momentum are important to our continued collaboration. At
the same time, with regard to customer service, Magellan is
meeting or exceeding our service targets. Aetna also strongly
supports Magellan's efforts to protect the interests of
providers by seeking authority to pay them in the ordinary
course of business."

Under the proposed restructuring plan, the Company will reduce
its more than $1 billion of indebtedness by more than $500
million. Holders of the Company's $625 million of 9% Senior
Subordinated Notes due 2008 will receive, in satisfaction of
their claims, substantially all of the common stock of the
reorganized entity. Holders of general unsecured claims (other
than senior note claims and subordinated note claims) will
receive, in satisfaction of their claims, common stock and new
senior subordinated unsecured notes of the reorganized entity as
set forth in the Plan of Reorganization. The existing Series A
redeemable preferred stock of the Company will be cancelled and
the holders thereof will receive approximately 2.0% of the
common stock of the reorganized entity, as well as warrants to
purchase a like number of shares of common stock. The existing
common stock of the Company will also be cancelled and the
holders thereof will receive approximately 0.5% of the common
stock of the reorganized entity, as well as warrants to purchase
a like number of shares of common stock.

Pursuant to the restructuring, the Company's secured bank debt,
consisting of term loans of approximately $115 million, revolver
borrowings of approximately $45 million and outstanding letters
of credit of approximately $75 million, will be converted to
secured term loans having maturities of November 30, 2005.
Holders of the Company's $250 million of 9 3/8% Senior Notes due
2007 will exchange their Notes and all accrued and unpaid
interest thereon for new senior subordinated unsecured notes in
an equal amount, which will mature on November 15, 2007.

As part of, and subject to, consummation of the restructuring
plan, Aetna and Magellan have agreed to renew their contract,
pursuant to which the Company will continue as the provider of
behavioral health care to Aetna's members for an additional two
years, through December 31, 2005. Pursuant to the restructuring
plan, the Company will pay $15 million of its current $60
million obligation to Aetna upon emergence from Chapter 11 and
provide Aetna with an interest-bearing note for the balance,
which will mature on December 31, 2005. Additionally, the
contract may be extended by Aetna at its option through December
31, 2006, in which event, one-half of the Note will be payable
on December 31, 2005, and the remainder will be payable on
December 31, 2006.

The effectiveness of the restructuring is conditioned on
confirmation and consummation of the Plan of Reorganization in
accordance with the U.S. Bankruptcy Code.

Gleacher Partners LLC is serving as financial advisor to
Magellan Health Services, and Weil, Gotshal & Manges LLP is
bankruptcy counsel to Magellan Health Services.

Headquartered in Columbia, Md., Magellan Health Services (OCBB:
MGLH), is the country's leading behavioral managed care
organization, with approximately 68 million covered lives. Its
customers include health plans, government agencies, unions, and
corporations.


MAGELLAN HEALTH: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Magellan Health Services, Inc.
             6950 Columbia Gateway Drive
             Suite 400
             Columbia, Maryland 21046
             Telephone (410) 953-1000
             Fax (410) 953-5200

Bankruptcy Case No.: 03-40515

Debtor affiliates filing separate chapter 11 petitions:

Entity                                                 Case No.
------                                                 --------
CMG Health of New York, Inc.                           03-40514   
Advantage Behavioral Systems, Inc.                     03-40516   
AdvoCare of Tennessee, Inc.                            03-40517   
AGCA New York, Inc.                                    03-40518   
AGCA, Inc.                                             03-40519   
Alliance Health Systems, Inc.                          03-40520   
Allied Specialty Care Services, LLC                    03-40521   
Care Management Resources, Inc.                        03-40522   
Charter Alvarado Behavioral Health System, Inc.        03-40523   
Charter Bay Harbor Behavioral Health System, Inc.      03-40524   
Charter Behavioral Health System at Fair Oaks, Inc     03-40525   
Charter Behavioral Health System at Hidden Brook,      03-40526   
Charter Behavioral Health System at Potomac Ridge,     03-40527   
Charter Behavioral Health System of Columbia, Inc.     03-40528   
Charter Behavioral Health System of Dallas, Inc.       03-40529   
Charter Behavioral Health System of Delmarva, Inc.     03-40530   
Charter Behavioral Health System of Lake Charles,      03-40531   
The Charter Behavioral Health System of Northwest      03-40535   
Charter Behavioral Health System of Paducah, Inc.      03-40536   
Charter Behavioral Health System of Toledo, Inc.       03-40537   
Charter Behavioral Health System of Lafayette, Inc     03-40538   
Charter Centennial Peaks Behavioral Health System,     03-40539   
Charter Fairmount Behavioral Health System, Inc.       03-40540   
Charter Fenwick Hall Behavioral Health System, Inc     03-40541   
Charter Forest Behavioral Health System, Inc.          03-40542   
Charter Grapevine Behavioral Health System, Inc.       03-40543   
Charter Hospital of Mobile, Inc.                       03-40544   
Charter Hospital of Santa Teresa, Inc.                 03-40545   
Charter Hospital of St. Louis, Inc.                    03-40546   
Charter Linden Oaks Behavioral Health System, Inc.     03-40547   
Charter Medical-Clayton,County,Inc.                    03-40548   
Charter Lakeside Behavioral Health System, Inc.        03-40549   
Charter Medical-Long Beach, Inc.                       03-40550   
Charter Medical of East Valley, Inc.                   03-40551   
Charter Medical of Puerto Rico, Inc.                   03-40552   
CMCI, Inc.                                             03-40556   
CMFC, Inc.                                             03-40557   
CMG Health, Inc.                                       03-40558   
Continuum Behavioral Healthcare Corporation            03-40559   
Correctional Behavioral Solutions of Indiana, Inc.     03-40560   
Correctional Behavior Solutions of New Jersey          03-40561   
GPA Pennsylvania, Inc.                                 03-40563   
Green Spring Health Services, Inc.                     03-40564   
Green Spring of Pennsylvania, Inc.                     03-40565   
Group Plan Clinic, Inc.                                03-40566   
Hawaii Biodyne, Inc.                                   03-40567   
Human Affairs International of Pennsylvania, Inc       03-40568   
iHealth Technologies, LLC                              03-40569   
Magellan CBHS Holdings, Inc.                           03-40577   
Magellan HRSC Inc.                                     03-40578   
Premier Holdings, Inc.                                 03-40600   
Vivra, Inc.                                            03-40601   
Westwood/Pembroke Health System Limited Partnership    03-40602   
      
Type of Business: Magellan Health Services, Inc., through its
                  subsidiaries, is the nation's largest
                  provider of behavioral managed healthcare
                  services.

Chapter 11 Petition Date: March 11, 2003

Court: Southern District of New York

Judge: Prudence Carter Beatty

Debtors' Counsel: Stephen Karotkin, Esq.
                  Allison R. Axenrod, Esq.
                  Amrita Prabhakar Barth, Esq.
                  Weil, Gotshal & Manges LLP,
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone (212) 310-8000
                  Fax (212) 310-8007

Total Assets: $998,917,000

Total Debts: $1,559,239,000

Debtor's 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Subordinated Note Holders     Senior               $625,000,000
c/o Bank One Global           Subordinated
    Corporate Trust Services   Notes
1111 Polaris Parkway, Ste. 1K
Columbus, OH 43240
Attn: Robert H. Major
       614-248-6334

Senior Note Holders           Senior Notes         $250,000,000
c/o HSBC Bank USA
452 5th Avenue
New York, NY 10018
Attn: Robert A. Conrad
       212-525-1314

Aetna U.S. Healthcare         Customer Payable      $62,301,083
980 Jolly Road
Bluebell, PA 19422
Attn: John Burns
       215-775-5085

The Bank of New York          Unsecured Bond         $6,420,000
    Trust Company of           Debt
    Florida, N.A.,
    as Trustee
600 N. Pearl Street
Suite 420
Dallas, TX 75201
Attn: Kristel Richards
       (214) 880-8222

State of Ohio                 Unclaimed Property     $4,336,035
Division of Unclaimed         (Contingent)
    Property
77 South High Street
20th Floor
Columbus, OH 43215-6108
Attn: Jessie Baker
       614-466-7281

Commonwealth of Virginia      Customer Payable       $4,107,364
Office of Health Benefit      (Contingent)
    Programs
101 North Fourteenth Street
Richmond, VA 23219
Attn: George Gibbs
       804-786-0350

State of Delaware             Unclaimed Property     $3,705,584
Division of Unclaimed         (Contingent)
    Property
Bureau of Unclaimed Property
P.O. Box 8931
Wilmington, DE 19899
Attn: Diane Breighner
       302-577-8205

Humana Florida                Customer Payable       $3,646,436
3501 Southwest 160 Avenue
Miramar, FL 33027
Attn: Balbino Vazquez
       305-626-5343

Internal Revenue Service      Tax Withholdings       $2,786,000
Department of Treasury        (Contingent)
Kansas City, MO 6499
Attn: Bonnie Reekers
       859-669-3325

State of Maryland             State Economic         $2,535,980
Department of Business        Incentive
    & Economic Development     (Contingent)
217 East Redwood Street
22nd Floor
Baltimore, MD 21202
Attn: D. Gregory Cole
       410-767-6376

CareFirst Blue Cross          Employee Medical       $2,158,210
    Blue Shield                Benefits
10455 Mill Run Circle         (Subject to Setoff)
Owings Mill, MD 21117
Attn: Paul Chopper
       410-998-7534

Empire Blue Cross             Customer Payable       $2,100,000
    Blue Shield
11 West 42nd Street
New York, NY 10036
Attn: Mike Paduano
       212-286-3409

Regence Blue Cross            Customer Payable       $1,830,000
    Blue Shield
1800 9th Avenue
P.O. Box 21267
Mailstop S1012
Seattle WA 98111-3267
Attn: Eric Tanaka
       206-626-6224

Independence Blue Cross       Customer Payable       $1,649,853
901 Market Street             (Contingent)
Philadelphia, PA 19107
Attn: Jeff Danilo
       215-241-2453

BCBS Inroads Illinois         Customer Payable       $1,360,281
300 East Randolf St.
27th Floor
Chicago, IL 60601
Attn: Janice Knight
       312-653-6726

Devereux Hospital             Provider Payable       $1,313,195
    Victoria Texas
1150 Devereux Drive
League City, TX 77573
Attn: Mildred Knutson
       713-575-8271

Tennessee Christian           Provider Payable       $1,225,269
    Medical Center
500 Hospital Drive
Building 2
Madison, TN 37115
Attn: Pam Smith
       615-860-6427

Peninsula Hospital            Provider Payable       $1,207,931
P.O. Box 1999
Louisville, TN 37777
Attn: Darlene Kelly
       856-970-1295

State of Maryland             Unclaimed Property     $1,094,554
Department of Business        (Contingent)
    and Economic Development
301 West Preston
Baltimore, MD 21201
Attn: Lynn Hall
       800-782-7383

Crozer Taylor Springfield     Provider Payable       $1,038,659
2600 W. 9th St.
Chester, PA 19013
Attn: Kevin Capeto
       610-874-5257

Cherokee Health Systems       Provider Payable       $1,000,000
6350 W. Andrew Johnson Hwy.
Talbott, TN 37877
Attn: Jeff Howard
       423-586-5031

Meadows Psychiatric Center    Provider Payable        $941,189
132 Meadows Drive
Centre Hall, PA 16828-6828
Attn: Alan Peters
       814-364-2161

Central Montgomery            Provider Payable        $928,298
    MH MR Center
1100 Powell Street
Norristown, PA 19401
Attn: Debbie Hunter
       610-277-4600

Blue Cross Blue Shield        Customer Payable        $868,000
    of Vermont
1 East Road
P.O. Box 186
Montpelier, VT 05601-0186
Attn: Donald George
       802-371-3252

Community Health Network, CT  Customer Payable        $850,000
290 Pratt Street              (Subject to Setoff)
Meridien, CT 06450
Attn: Anthony Bruno
       203-237-3118

Centennial Medical Center     Provider Payable        $788,444
HCA Health Services of TN
3055 Lebanon Bldg. 1 Fl 4
Nashville, TN 37214
Attn: Tim Scarvey
       615-886-4911

AT&T                          Customer Payable        $750,000
295 N. Maple Avenue
Basking Ridge, NJ 07920
Attn: Marilyn King
       908-221-2000

Butler Hospital Providence    Provider Payable        $740,165
P.O. Box 2499
Providence, RI 02906
Attn: David Lonardo
       401-455-6200

Universal Health Systems      Provider Payable        $725,000
367 S. Gulph Drive            (Contingent)
King of Prussia, PA 19406     (Disputed)
Attn: George H. Brunner Jr.
       610-768-3300

EPOTEC                        Trade Payable           $700,000
56 W. Main Street, #204
Christiana, DE 19702
Attn: Shirley Haeckl
       215-918-0885

Peachford BHS of Atlanta      Provider Payable        $698,599
2151 Peachford Road
Atlanta, GA 40448
Attn: Helen Denhaese
       770-455-3200

Youth Villages, Inc.          Provider Payable        $691,709
5515 Shelby Oaks Drive
Memphis, TN 38134
Attn: Pat Lawler
       901-252-7665

Parkridge Health Systems      Provider Payable        $676,007
Brentwood, TN 37027
Attn: Tim Scarvey
       615-886-4900

Community Behavioral Health   Provider Payable        $650,082
2911 Brunswick Road
Memphis, TN 38113
Attn: Tara Shields
       901-377-4709

Elwyn, Inc. Mainsite          Provider Payable        $629,111
111 Elwyn Road
Elwyn, PA 19063
Attn: Susan Proulx
       610-891-2574

Montgomery Co. Emergency Svc. Provider Payable        $625,891
50 Beech Drive
Norriston, PA 19403
Attn: Bob Bond
       610-279-6100

Penndel Mental Health Center  Provider Payable        $623,664
1517 Durham Road
Penndel, PA 19047
Attn: Karen Graff
       215-752-1541

Northwestern Institute        Provider Payable        $622,632
450 Bethlehem Pike
Ft. Washington, PA 19034
Attn: Richard Mangano
       215-641-5374

Lynn Bertram                  Legal Claim         Unliquidated
c/o Wilson & Quint LLP        (Contingent)
505 Sansome St., Suite 1800   (Disputed)
San Francisco, CA 94111
Attn: Gregory F. Wilson
       415-288-6700

David McClane                 Legal Claim         Unliquidated
c/o Keefer, Wood,             (Contingent)
    Allen & Rahal              (Disputed)
210 Walnut ST.
Harrisburg, PA 17108
Attn: Charles H. Rubendall II
       717-255-8010

Midtown Mental Health Center  Legal Claim         Unliquidated
c/o David Zager               (Contingent)
611 Commerce St., Suite 2909  (Disputed)
Nashville, TN 37203
Attn: David Parker Young
       615-242-9090

Watershed                     Legal Claim         Unliquidated
c/o The Watershed             (Contingent)
200 Congress Park Drive       (Disputed)
Suite 100
Delray Beach, FL 33445
Attn: Jeff Miller
       888-814-6840
American Continental          Legal Claim         Unliquidated
    Insurance Co.              (Contingent)
c/o Venable Baetjer & Howard  (Disputed)
201 Allegheny Ave.
Towson, MD 21285
Attn: John H. Zink III
       410-494-6200

MTS Health Partners, Inc.     Legal Claim         Unliquidated
c/o Reboul, MacMurray,        (Contingent)
    Hewitt & Maynard           (Disputed)
45 Rockefeller Plaza
New York, NY 10111
Attn: Robert Sills
       212-841-5700

Berry Network                 Legal Claim         Unliquidated
c/o Faruki Ireland & Cox PLL  (Contingent)
500 Courthouse Plaza, SW      (Disputed)
10 North Ludlow St.
Dayton, OH 45402
Attn: Charles J. Faruki
       937-227 3705

Dr. Fernando Cabrera          Legal Claim         Unliquidated
c/o Quetglas Law Offices      (Contingent)
P.O. Box 16606                (Disputed)
San Juan, PR 00908
Attn: Jose F. Quetglas Jordan
       787-722-0635

Wachovia Bank                 Legal Claim         Unliquidated
c/o Haynesworth Sinkler Boyd  (Contingent)
1201 Main Street, Suite 2200  (Disputed)
P.O. Box 11889
Columbia, SC 29211
Attn: Hamilton Osborne, Jr.
       803-779-080

Jane & John Doe               Legal Claim         Unliquidated
c/o Cohen Milstein,           (Contingent)
    Hausfeld & Toll            (Disputed)
New York Avenue NW
West Tower Suite 500
Washington DC 20005-3964
Attn: Stephen Annand
       202-408-4600

Jane & John Doe               Legal Claim         Unliquidated
c/o Berger & Montague, PC     (Contingent)
1622 Locust Street            (Disputed)
Philadelphia, PA 19103
Attn: Peter Nordberg
       215-875-3000

United States of America      Legal Claim         Unliquidated
c/o United States             (Contingent)
    Department of Justice      (Disputed)
Commercial Litigation Branch
601 D. Street NW
Washington DC 20530
Attn: T. Reed Stephens
       202-307-0404

West Penn Allegheny           Legal Claim         Unliquidated
    Health System              (Contingent)
320 East North Avenue         (Disputed)
Pittsburgh, PA 15212
Attn: Jerry J. Fedele
       412-359-4918


MALLON RESOURCES: Black Hills Completes $53 Million Acquisition
---------------------------------------------------------------
Black Hills Corporation (NYSE: BKH) announced it has completed
its acquisition of Denver-based Mallon Resources Corporation
(OTC Bulletin Board: MLRC). The total cost of the transaction
was approximately $53 million, which includes $30.5 million for
the October 2002 acquisition of Mallon's debt and the settlement
of outstanding hedges. Mallon shareholders received 0.044 of a
share of Black Hills common stock for each share of Mallon.

Mallon Resources' June 30, 2002 balance sheets show a working
capital deficit of about $28.8 million, and a total
shareholders' equity deficit of about $7 million.

Mallon Resources' proved reserves, as reported on December 31,
2001, were 53.3 billion cubic feet equivalent (BCFE), which was
determined based on the year-end 2001 NYMEX price of $2.57 per
MMBtu for natural gas. The reserves are located primarily on the
Jicarilla Apache Nation in the San Juan Basin of New Mexico and
are comprised mostly of natural gas in shallow sand formations.
The oil and gas leases of the acquisition total more than 66,500
gross acres (56,000 net), most of which are contained in a
contiguous block that is in the early stages of development.
Black Hills believes that additional reserves could be
recoverable from the shallow sands. More gas could be
recoverable from deeper horizons that have yet to be explored
but are productive elsewhere in the San Juan Basin.

Current daily net production from the Mallon properties is
approximately 12 million cubic feet of gas equivalent (MMCFE).
Mallon operates 152 of 174 total gas and oil wells, with working
interests averaging 90 to 100 percent in most of the wells and
undeveloped acreage. The acquisition will increase Black Hills'
gas and oil production by nearly 50 percent and more than double
proved reserves.

Daniel P. Landguth, Chairman and CEO of Black Hills Corporation,
said, "We welcome the former Mallon shareholders to Black Hills.
The low-risk, shallow gas drilling opportunities make this
acquisition an excellent strategic fit. As operator of these
properties, we intend to launch a drilling and workover program
in the near future, through which we expect to realize
additional increases in production later this year. We expect
the Mallon acquisition to contribute strongly to earnings in
2004 and beyond, as we fully develop the properties."

Landguth said, "We firmly believe that natural gas is the fuel
of choice and that U.S. gas demand will remain strong. Our
Denver-based marketing subsidiary, Enserco Energy, provides gas
marketing and transportation expertise as we increase our
presence in the Rocky Mountain region. We look forward to
working with the Jicarilla Apache Nation to responsibly develop
the gas resources contained beneath these leases."

Black Hills Corporation ( www.blackhillscorp.com ) is a diverse
energy and communications company. Oil and gas operations,
conducted in nine states with a concentration of resources in
the Rocky Mountain region, are part of the Black Hills Energy,
the integrated energy business unit which generates electricity,
produces natural gas, oil and coal and markets energy; Black
Hills Power, an electric utility serving western South Dakota,
northeastern Wyoming and southeastern Montana; and Black Hills
FiberCom, a broadband communications company offering bundled
telephone, high speed Internet and cable entertainment services.


MATRIA HEALTHCARE: S&P Affirms Low-B Corp. Credit Rating at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Matria Healthcare Inc. and removed Matria's
ratings from CreditWatch, where they were placed on
September 10, 2002. In late 2002, protracted delays installing
new information technology systems and a new packaging line
frustrated Matria's efforts to achieve sales and margin targets,
and the company violated certain financial covenants under its
senior secured bank facility.

Matria resolved the covenant violations by replacing the bank
facility with a new $35 million two-year senior secured
revolving credit line with more flexible financial covenants.
And both the IT and packaging systems are now operating
successfully.

The outlook is stable. As of December 31, 2002, Matria had
approximately $119 million of debt outstanding.

Marietta, Georgia-based Matria provides disease-state
management, telemedicine, and fulfillment services to patients,
physicians, and health plans.

"Despite a leading niche-market position, Matria's ratings
reflect the company's limited scale of operations, somewhat
lengthy sales cycle in disease-state management, its position as
a small vendor supplying products for larger medical products
manufacturers, and an aggressive capital structure," said
Standard & Poor's credit analyst Jill Unferth.

Partly offsetting these limitations, Matria has acquired
businesses during the past few years that have broadened its
clinical infrastructure and disease-state management platforms.
Employers and managed-care organizations are Matria's targeted
clients, and the company has recently signed important new
contracts and built a pipeline of several more.

Still, Matria's ability to further increase sales and anticipate
changing client needs remain important credit factors.
Pharmaceutical costs also could continue to pressure margins.
Although Matria's recent operating problems are largely
resolved, with minimal customer loss, future expansion could
reveal unforeseen limitations. In addition, to remain
competitive, Matria must stay abreast of changing trends in
disease treatment protocols, technologies, pharmaceuticals,
medical practices, and reimbursement.


MICROFINANCIAL: Engages Triax to Assist in Debt Restructuring
-------------------------------------------------------------
MicroFinancial Incorporated (NYSE-MFI), a leader in Microticket
leasing and finance, announced its preliminary financial results
for the fourth quarter and the year ended December 31, 2002.

The Company also announced that it is actively considering
various financing, restructuring and strategic alternatives.
During the quarter, the Company engaged a financial and
strategic advisory firm, Triax Capital Advisors, LLC, to assist
in this process.

As previously disclosed, as of September 30, 2002,
MicroFinancial was in default of certain debt covenants in its
credit facility and securitization agreements. The fixed charge
coverage covenant that was in default was the result of a $35
million additional allowance reserved against certain dealer
receivables, as well as delinquent portfolio assets. The credit
facility failed to renew on September 30, 2002, and
consequently, the Company was forced to suspend new origination
activity as of October 11, 2002.

Management received a waiver through April 15, 2003 for the
covenant violations in connection with the securitization
facility. The Company had obtained a Forbearance and
Modification Agreement from the senior credit facility that
expired on February 7, 2003. Upon expiration of that Agreement,
the loan balance with interest and fees became due and payable
immediately per the terms of the Company's credit facility. To
date, the Company has fulfilled all of its debt obligations in a
timely manner.

Based upon the preliminary results for the fourth quarter, the
Company continues to be out of compliance with certain debt
covenants. Management and its advisors continue to work closely
with the Company's lenders to obtain long-term agreements. These
events had an adverse effect on the Company's fourth quarter and
year to date financial results. Originations in fiscal 2002 were
down $37.1 million to $74.0 million as compared to the prior
year.

Preliminary fourth quarter revenue for the period ended December
31, 2002 decreased 24.0%, or $8.9 million, to $28.0 million
compared to $36.9 million last year. The net loss for the
quarter was $7.7 million, or ($0.60) per diluted share, as
compared with net income of $2.1 million, or $0.16 per diluted
share in the prior year's fourth quarter. The decline in net
income for the quarter is primarily the result of a 30.4%
decline in lease and loan revenues to $11.2 million, a 46.1%
decline in service fee and other revenues to $4.0 million, and a
32.7% increase in the provision for credit losses to $22.5
million as compared with the fourth quarter ended December 31,
2001. While revenue reductions were primarily related to lower
origination volume, the additional provision for credit losses
was required to maintain the Company's reserve policy
requirements.

Total operating expenses for the quarter, before the provision
for credit losses, remained relatively flat at $18.4 million
compared to the same period in 2001. Interest expense declined
1.0% to $3.0 million as a result of lower debt balances of
approximately $34.0 million offset by increased interest costs.
Based on the terms of the Forbearance and Modification Agreement
for the senior credit facility, the interest rate accrued on
outstanding borrowings increased by 275 basis points during the
fourth quarter of 2002. Selling, general and administrative
expenses decreased $200,000 to $11.2 million for the fourth
quarter ended December 31, 2002 versus $11.4 million for the
same period last year. The decrease was attributable to
reductions in personnel related expenses of approximately $1.8
million, which was offset by increases in legal expenses. The
provision for credit losses increased to $22.5 million for the
quarter ended December 31, 2002 from $16.9 million for the same
period last year, while net charge offs increased to $28.8
million. Past due balances greater than 31 days delinquent at
December 31, 2002 increased to 22.9% from 17.2% last quarter.
Net cash provided by operating activities for the quarter
decreased 4.0% to $29.1 million compared to $30.2 million during
the same period in 2001.

Preliminary revenues for the year ended December 31, 2002
decreased 18.0% to $126.8 million compared to $154.0 million
during the same period in fiscal 2001. The net loss for the year
ending December 31, 2002 was $22.1 million versus net income of
$16.3 million for the same period last year. Fully diluted
earnings per share for the year was a loss of $1.72 on
12,862,834 shares.

Total operating expenses for the year, before the provision for
credit losses, increased 2.0% to $74.7 million compared to $73.6
million in 2001. Interest expense declined 25.0% to $10.8
million as a result of lower average debt balances of
approximately $17.3 million and lower average interest rates,
which declined approximately 122 basis points. Selling, general
and administrative expenses increased $600,000 to $45.5 million
for the year ended December 31, 2002 versus $44.9 million for
the same period last year. The decrease was driven by a
reduction in personnel related expenses of approximately $2.1
million, as management reduced headcount from 380 to 203, but
this was offset by increases in legal expenses. Depreciation and
Amortization increased 28.0% to $18.3 million compared to $14.4
million in 2001. The provision for credit losses, including the
additional provision of $35.0 million taken in the third quarter
of 2002, increased to $88.9 million for the year ended December
31, 2002 from $54.1 million for the same period last year. The
additional provision was required to reserve against dealer
receivables and certain portfolio assets. Net charge-offs
increased 27.0% to $65.0 million and gross lease investment was
down 16.0% or $71.1 million from the same period last year,
primarily caused by lower origination volume activity in 2002.
Net cash provided by operating activities for the year ended
December 31, 2002 decreased 1.0% to $120.6 million compared to
$122.3 million for the year ended December 31, 2001.

MicroFinancial Incorporated continues to operate without the use
of gain on sale accounting treatment and a balance sheet with
total liabilities less subordinated debt to total equity plus
subordinated debt of 2.2 to 1.

MicroFinancial Inc. (NYSE: MFI), headquartered in Waltham, MA,
and with an additional location in Woburn, MA, is a financial
intermediary specializing in leasing and financing for products
in the $500 to $10,000 range. The company has been in operation
since 1986.


MOBILE TOOL: Asks Court for Permission to Hire Keen Realty
----------------------------------------------------------
Mobile Tool International, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to bring-in Keen Realty, LLC as their Realtor and
Real Estate Consultant.

The Debtors are selling MTI Insulated Products, Inc.'s assets  
In connection with the liquidation of the MTI-IP assets, the
Debtors seek to sell certain real estate owned and used in
conjunction with the operation of MTI-IP.  

Consequently, the Debtors have determined that engaging Keen
Realty to assist them in the marketing and sale of the Property.  
The Debtors agree that Keen Realty will:

     a) review documents related to the Property;

     b) consult with the Debtors and develop a marketing program
        with respect to the Property;

     c) communicate with and provide information relating to the
        Property to potential purchasers;

     d) resort to the Debtors regarding the progress of its
        efforts to sell the Property;

     e) assist the Debtors in negotiations of the terms of sale
        of the Property; and

     f) appear and testify at court hearings.

Keen Realty will be compensated in an amount equal to 5.5% of
the Gross Proceeds from the successful transaction pertaining to
the Property.  In the event that the successful purchaser is
represented by a third party broker, the commission will be
increased to 6.5% of the Gross Proceeds.

Mobile Tool International, Inc., is an employee owned
manufacturer and distributor of equipment, including aerial
lifts, digger derricks and pressurization and monitoring
systems, for the telecommunications, CATV, electric utility and
construction industries.  The Company filed for chapter 11
protection on September 30, 2002 (Bankr. Del. Case No. 02-
12826).  Steven M. Yoder, Esq., and Christopher A. Ward, Esq.,
at The Bayard Firm represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from its
creditors, it listed $65,250,000 in total assets and $46,580,000
in total debts.


NAT'L CENTURY: Wants to Reject Agreements with Former Officers
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek the Court's authority to reject the employment
agreements with Donald Ayers, Rebecca Parrett and Lance Poulsen
and the consulting agreements with Donald Ayers and Rebecca
Parrett.

Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that all of the Former Officers
resigned or retired from their positions prior to the Petition
Date.

On November 8, 2002, Lance K. Poulsen, the former NCFE Chairman
of the Board of Directors and Chief Executive Officer, resigned
all of his director and officer positions with the Debtors.  The
other co-founders of NCFE, who include Mr. Ayers, Ms. Parrett
and Ms. Poulsen, also have resigned their positions as members
of NCFE's Board of Directors.  Mr. Ayers and Ms. Parrett retired
from employment with the Debtors on June 30, 2001.

The Employment Agreements provide that:

A. Avers Employment Agreement

    On September 1, 2000, NCFE and Donald Ayers entered into an
    Employment Agreement in which Mr. Ayers agreed to serve as
    NCFE Vice Chairman and Chief Operating Officer.  The Ayers
    Employment Agreement provides for an initial term of two
    years, with the term automatically extending by an
    additional year unless one of the parties to the agreement
    delivers a notice of intent to terminate the agreement no
    later than 150 days prior to the end of the term of the
    agreement, as extended.

    Mr. Ayers was to receive a compensation package consisting
    of:

    (a) a $715,500 base salary;

    (b) an incentive bonus equal to twice the gross quarterly
        bonus amount paid to NCFE's most highly compensated
        strategic and core management core members, due and
        payable within 30 days of the end of each calendar
        quarter;

    (c) incentive compensation, including, but not limited to,
        the right to receive and exercise stock options and
        stock appreciation rights;

    (d) a $1,000 automobile allowance per month;

    (e) the use of the Debtors' aviation resources for up to 24
        round trips;

    (f) payment of taxes on the value of the aviation benefits;
        and

    (g) participation in the Debtors' employee benefit plans for
        which he was eligible.

    The Ayers Employment Agreement also provides that, if Mr.
    Ayers resigns or retires, he will receive all compensation
    to which he would be entitled for a period of two years
    after the date of resignation or retirement, except that his
    right to the incentive bonus will continue for only 18
    months after the cessation of employment.

    The Ayers Employment Agreement prohibits Mr. Ayers from
    competing against the Debtors for a period of three years
    after the termination of employment.  Mr. Ayers retired on
    June 30, 2001.

B. The Parrett Employment Agreement

    On September 1, 2000, NCFE and Ms. Parrett entered into an
    employment agreement under which Ms. Parrett agreed to serve
    as NCFE Vice Chairman and Secretary/Treasurer.  The Parrett
    Employment Agreement is on substantially the same terms as
    the Ayers Employment Agreement, including a $715,500 base
    salary and similar bonuses and other benefits.

    The Parrett Employment Agreement also includes retirement
    benefits and a non-competition clause substantially
    identical to those included in the Ayers Employment
    Agreement.  Ms. Parrett retired on June 30, 2001.

C. The Poulsen Employment Agreement

    On May 31, 2002, NCFE and Mr. Poulsen entered into an
    employment agreement under which Mr. Poulsen agreed to serve
    as NCFE Chairman and President.  The Poulsen Employment
    Agreement provides for an initial term through September 1,
    2006, with the term automatically extending for an
    additional year unless one of the parties delivers a notice
    of intent to terminate the agreement no later than 150 days
    prior to the termination of the agreement.

    Under the Poulsen Employment Agreement, Lance Poulsen
    received a compensation package consisting of:

    (a) a $1,115,400 base salary;

    (b) a financial performance incentive bonus of 50% of a pool
        of funds equal to 8% of NCFE's net income after taxes
        for each fiscal year during which the Poulsen Employment
        Agreement is in effect;

    (c) incentive compensation, including, but not limited to,
        the right to receive and exercise stock options and
        stock appreciation rights;

    (d) a $1,000 automobile allowance per month,

    (e) the use of the Debtors' aviation resources for up to 24
        round trips;

    (f) payment of taxes on the value of the aviation benefits;
        and

    (g) participation in employee benefit plans for which he was
        eligible.

    The Poulsen Employment Agreement also provides that if Mr.
    Poulsen resigns or retires, he will receive all compensation
    to which he would be entitled for a period of two years
    after the date of resignation or retirement, except that his
    right to the incentive bonus will continue for only 18
    months after the termination date.  The Poulsen Employment
    Agreement also prohibits Mr. Poulsen from competing against
    the Debtors for a period of three years after the
    termination of employment. Mr. Poulsen resigned on
    November 8, 2002.

After the retirements of Mr. Ayers and Ms. Parrett, the Debtors
retained both as consultants.  As consultants, Mr. Ayers and Ms.
Parrett were to receive approximately $2,500 per day for the
provision of consultation and advice to the Debtors.

Mr. Oellermann explains that rejection of the Employment
Agreements and the Consulting Agreements ensure that no
administrative expense obligations can be asserted or continue
to accrue under these agreements.  In addition, the Debtors no
longer need any consulting services under the terms of the
Consulting Agreements.  Accordingly, Mr. Oellermann asserts, the
rejection of each of these agreements should be approved.
(National Century Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAT'L STEEL: Court Grants Lift Stay to Set Off Worthington Claim
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates sought and
obtained Court approval of a stipulation with Worthington Steel
Company to modify the automatic stay to set off amounts they
owed to Worthington to the amounts Worthington owed them.

The Debtors and Worthington are parties to a series of
agreements in which Worthington provided the Debtors with
processing services while they supplied Worthington with certain
steel products.  Pursuant to these Agreements, the Debtors owe
$579,853 to Worthington.  Likewise, Worthington owed the Debtors
$1,343,327.

After the set-off, Worthington will be obligated and indebted to
the Debtors in the prepetition amount equal to $763,473.38.
(National Steel Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Seeks Nod on Case Credit & New Holland Agreements
--------------------------------------------------------------
After the Petition Date, NationsRent Inc., and its debtor-
affiliates initiated a comprehensive review of each of their
equipment leases to determine which of the leases they will
assume, reject, recharacterize or renegotiate.  As part of this
process, the Debtors entered into arm's-length discussions with
New Holland Credit Company, LLC and Case Credit Corporation
regarding their obligations under certain agreements.  The
Debtors are parties to prepetition leasing and financing
arrangements with New Holland and Case Credit, which are
characterized as leases.  The Prepetition Agreements allow the
Debtors to regularly obtain equipment for their rental fleet.
The parties' discussions culminated into a Master Inventory
Financing, Security and Settlement Agreement which provides for
the termination of the Prepetition Agreements and the Debtors'
purchase of certain inventory subject to the Prepetition
Agreements.  The salient terms of the Master Agreement include:

A. Sale of Inventory and Terms of Sale

    New Holland and Case Credit will sell to the Debtors all
    their equipment under schedules C-C1 through C-C10 to the
    Master Agreement.  The Debtors will finance the purchase of
    the Inventory by borrowing $12,484,913 from New Holland and
    Case Credit.

B. Loans

    New Holland and Case Credit will loan these amounts:

    Inventory Description     Maturity Date           Loan
    ---------------------     -------------           ----
      Schedule C-C1            July 1, 2003     $1,216,820
      Schedule C-C2         January 1, 2004        127,798
      Schedule C-C3            July 1, 2004        233,871
      Schedule C-C4         October 1, 2004      1,278,972
      Schedule C-C5         October 1, 2004        128,544
      Schedule C-C6         January 1, 2005      1,441,405
      Schedule C-C7            July 1, 2005      1,195,455
      Schedule C-C8         October 1, 2006        122,547
      Schedule C-C9            July 1, 2006        406,037
      Schedule C-C10        January 1, 2006      6,333,462

          Total:                               $12,484,913

    For each loan, the Debtors will issue to New Holland and
    Case Credit a promissory note.  Beginning on
    January 2, 2003, the unpaid principal amount of each Loan
    began to accrue interest at 7% per annum.  The Debtors will
    pay the interest quarterly in arrears beginning on
    April 1, 2003 and on the first business day of each quarter
    thereafter.

C. Security Interest in Purchased Inventory

    To secure the Debtors' outstanding obligations under the
    Master Agreement and with respect to the Loans, New Holland
    and Case Credit will be granted a purchase money security
    interest in the Inventory.

    The parties further agree to modify the automatic stay to
    permit New Holland and Case Credit to:

    -- file necessary or appropriate documents to perfect their
       security interests and liens granted with respect to the
       Master Agreement; and

    -- on the occurrence of an Event of Default:

       (a) terminate the Master Agreement, each Note and any
           other documents, agreements or instruments executed
           or delivered in connection with the Loans;

       (b) declare the Debtors' outstanding obligations under
           the Master Agreement and the Notes immediately due
           and payable;

       (c) exercise the rights of a secured party under the
           Uniform Commercial Code to take possession and
           dispose of the collateral under the Master Agreement
           and the Loans; and

       (d) exercise any other rights or remedies permitted to
           New Holland and Case Credit under applicable law.
       
    An Event of Default occurs when:

       (i) the Debtors fail to make any payments of principal or
           interest with respect to the notes within five days
           after becoming due and owing;

      (ii) any statement, warranty or representation of the
           Debtors in connection with or contained in the
           financing agreement and related other related
           transactions, or any financial statements furnished
           to New Holland and Case Credit by or on the Debtors'
           behalf, is false or misleading in any material
           respect;

     (iii) the Debtors breach any material covenant, term,
           condition or agreement stated in the financing
           agreement or other related transaction and that
           breach remains unremedied within 30 days after the
           Debtors receive a written notice from New Holland and
           Case Credit;

      (iv) the Debtors cease to do business, sell all its
           assets, dissolve, merge or liquidate, except as
           provided in the a reorganization plan;

       (v) any attachments, execution, levy, forfeiture, tax
           lien or similar writ or process -- to the extent the
           same does not constitute a Permitted Lien -- is
           issued against the Collateral and is not removed
           within 30 calendar days after filing, unless an
           adverse action is being contested in good faith and
           does not present a material risk to New Holland and
           Case Credit's interest in the Collateral;

      (vi) the lenders under the Fifth Amended and Restated
           Revolving Credit and Term Loan Agreement dated
           August 2, 2000, as amended, declare the Debtors in
           default and have accelerated the indebtedness due or
           there is a material payment default under the Credit
           Agreement or any successor or replacement agreement;

     (vii) except in connection with these Chapter 11 cases, the
           Debtors:

           * make an assignment for the benefit of their
             creditors;

           * admit in writing their inability to pay or
             generally fail to pay their debts as they mature or
             become due;

           * petition or apply for the appointment of a trustee
             or other custodian, liquidator, receiver or
             receiver and manager of any of the Debtors or
             substantially part of the Debtors' assets; or

           * commence any case or other proceeding under any
             bankruptcy, reorganization, arrangement,
             insolvency, readjustment of debt, dissolution, or
             liquidation law; or

    (viii) a petition or application for a trustee or custodian
           of the Debtors or their assets is filed or any
           reorganization or insolvency proceeding is commenced
           and the Debtors indicate their approval or the
           petition or application is not dismissed within 90
           days after the filing.

D. Termination of the Prepetition Agreements

    The parties agree to terminate the Prepetition Agreements.
    New Holland and Case Credit will be allowed unsecured
    non-priority claims for the deficiency claims and other
    general unsecured claims arising with respect to the
    Prepetition Agreements.  The Claims will be determined after
    giving the Debtors a credit for the aggregate original
    principal amount of the Loans.  New Holland and Case Credit
    will have no further claims against the Debtors with respect
    to the Prepetition Agreements.

E. Mutual Release On the Effective Date

    Both parties will fully release the other from any and all
    claims and liabilities arising under the prepetition
    agreements.

The Debtors asserts that their entry into the Master Agreement
is warranted.  The Master Agreement provides for the purchase of
the Inventory at a reasonable price and on reasonable financing
terms. The monthly payments due New Holland and Case Credit
pursuant to the Master Agreement will be significantly less than
the Debtors are currently paying for the use of the Inventory
under the Prepetition Agreements.  The Debtors also note that at
the end of the term of the Master Agreement, they will continue
to own, and will be able to utilize, the purchased Inventory for
its remaining useful life.

The Debtors further assert that the allowance of the Claims
represents a fair and reasonable resolution of New Holland and
Case Credit's claims.  New Holland and Case Credit have agreed
to give the Debtors a credit for the aggregate original
principal amount of the Loans against any amounts owing with
respect to the Prepetition Agreements.

Accordingly, the Debtors ask the Court to approve the Master
Agreement and related transactions including the financed
purchase of the Inventory and the granting of the security
interest to the Lenders. (NationsRent Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEXT LEVEL: Motorola Waives Condition and Extends Tender Offer
--------------------------------------------------------------
Motorola, Inc., (NYSE: MOT) announced that it was amending its
offer to (a) waive a condition to the offer that Motorola own at
least 90% of the issued and outstanding shares of Next Level
(Nasdaq: NXTV) common stock as a result of the offer and (b)
clarify that, based on information about Next Level's
capitalization provided to Motorola by Next Level's financial
advisors, Motorola believes that it needs only 12,904,456 shares
tendered in order to satisfy the "Minimum Tender Condition."  
This number is approximately 1.5 million shares less than the
number that Motorola had originally estimated was required.

Motorola also announced that, in light of these changes to the
offer, Motorola has extended the tender offer deadline for
shares of Next Level Communications that it does not own until
5:00 p.m., Friday, March 14, 2003.

As of Friday, March 7, 2002, approximately 4.3 million shares of
Next Level stock had been tendered or committed to be tendered
as part of the tender offer first announced on January 13, 2003,
and commenced on January 27, 2003, consisting of approximately
3,350,292 shares that have been tendered, and notices of
guaranteed delivery that have been received in respect of
approximately 953,347 additional shares.

Don McLellan, Corporate Vice President of Mergers and
Acquisitions, stated that "through the tender offer, Motorola is
offering a solution that we believe provides Next Level
shareholders a significant premium to Next Level's intrinsic
value and preserves Next Level's technology for its customers."  
In fact, the $1.04 offer price represents a premium of 11.8% to
the closing price of $0.93 on Friday, March 7, 2003, a premium
of 14.4% premium over the closing price on January 10, 2003, the
day before Motorola announced the Offer and premiums of 28.6%,
22.6% and 17.7% over the 90, 20 and 5 trading days ending
on January 10, 2003.

                    Next Level May Consider
                Financing at Levels Below $1.04

In addition to announcing that it currently does not have enough
financing to remain a going concern beyond the third quarter of
2003, Next Level recently stated that it was considering third
party financing alternatives that depend on Motorola's
willingness to surrender rights granted to Motorola to induce
Motorola to invest in Next Level over the past two years and
which represent fundamental economic elements of these
investments.

"To enable Next Level stockholders to make an informed decision
regarding Next Level's financial condition in the event our
tender offer is not completed, Motorola believes that Next Level
should publicly disclose the terms of the financings that Next
Level claims might be available," McLellan said.  "During
discussions that took place last week, a representative of the
independent committee of Next Level's board of directors
indicated that Next Level may propose financing transactions at
valuations below Motorola's offer of $1.04 per share.  
Motorola's offer of $1.04 provides stockholders with certainty
of value.  Motorola encourages all Next Level shareholders who
have not already done so to tender their shares and receive
value significantly in excess of Next Level's current trading
price," McLellan added.

Next Level shareholders who have any questions or need
assistance, including assistance in tendering shares should
contact the Information Agent, Georgeson Shareholder
Communications, toll free at (866) 203-9357.

             Notice For Next Level Securityholders

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

                        About Motorola

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


NEXTEL: Fitch Revises Rating Outlook to Positive from Stable
------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Nextel
Communications Inc. to Positive from Stable. The Positive
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'.

The Positive Outlook reflects Fitch's view that favorable
financial and operating trends will continue over the next
several quarters based on the positive momentum produced from
the following factors during 2002:

      -- The significant improvement in operating performance
         through strong cost containment, low churn and solid
         ARPUs despite a somewhat unfavorable climate within the
         wireless industry and a weak economic environment.

      -- The reduction in financial risk due to the repurchase
         of $3.2 billion in debt and associated obligations.

      -- A strong competitive position relative to other
         operators due to the unique push-to-talk application
         that allows Nextel to target higher-value and lower
         churn business users.

Expectations are for Nextel to strengthen credit protection
measures further in 2003 to 3.4 times Debt-to-EBITDA or less.
The improvement in cash generation should lead to at least $500
million in positive free cash flow based on management's
expectations for 2003. With past access to the equity market and
a substantial cash position bolstered by FCF, Fitch expects
Nextel management to consider additional debt reduction in the
future, as it deems appropriate.

Nextel's strong cost controls, stable ARPU and solid net
additions during 2002 have increased margins to 38% for the year
compared to 29% for 2001 driving expected operating cash flow to
$3.1 billion for 2002, an increase of $1.2 billion from 2001.
CCPU costs are down approximately 12% over the last year due to
the outsourcing of customer care and back office support costs
along with cost improvements associated with the new billing
platform and the reduction in bad debt expense. Additional
improvement in costs of equipment sales with lower priced
handsets have contributed to stronger cash flows. These cost
enhancements and further scaling of operations can be seen
through the amount of revenue growth falling to EBITDA, which
averaged approximately 74% in 2002.

During 2002, Nextel reduced financial risk materially by
retiring $3.2 billion in face value of debt ($1.9 billion) and
preferred securities ($1.3 billion) using a combination of cash
($843 million) and equity (173 million shares), which exceeded
Fitch's expectations for debt reduction. These transactions
allow Nextel to avoid payments of $5.4 billion in principal,
interest and dividends over the life of the securities or
approximately $294 million in interest and dividend savings
annually. In combination with Nextel's rapidly improving cash
flow and a substantial decrease in capital requirements, credit
protection measures improved materially by the end of 2002 with
a Debt-to-EBITDA of 3.9x compared with 7.8x in 2001.

Even though Fitch expects Nextel's positive operating trends to
continue during 2003, challenges and risks remain which, could
moderate the pace of anticipated credit profile improvement.
Shorter-term issues include the decision by the FCC on the 800
MHz consensus plan, weak economic environment and fundamentals
within the wireless industry. From an intermediate to longer-
term perspective, the concerns include the competitive threats
to Nextel's Direct Connect offering, potential funding
requirements of the 800 MHz consensus plan and technical
viability of the iDEN platform.

Perhaps Nextel's biggest longer-term challenge is the
competitive PTT threat from other wireless operators. While CDMA
competitors have indicated the potential for a PTT service in
the marketplace during 2003, Fitch believes near-term concerns
have been exaggerated as competitive PTT services will clearly
have their own hurdles to overcome. Potential PTT issues
include: PTT call setup latencies, lack of intercarrier
operability, uncertainty regarding other technical issues and
PTT handset functionality.

Moreover, Nextel operates from a firmly entrenched position and
competitive PTT offerings will have to emphasize coverage, niche
markets, new feature capabilities and price to compensate for
any service limitations. Thus, Fitch believes competitive PTT
offerings will have a negligible effect on Nextel in 2003 while
possibly gaining some traction and dampening net subscriber
growth in 2004. Nextel's consumer segment, which constitutes
approximately 20%-25% of Nextel's subscriber base, is likely to
be vulnerable as well as Nextel's ability to attract existing
subscribers on competing networks that require PTT capabilities.

Fitch would consider a possible rating upgrade depending on
further clarification to the following issues:

      --A FCC ruling on the Consensus Plan that would provide
        greater visibility concerning the potential operational
        and financial impacts of the FCC's decision on Nextel's
        operations.

      --Further deleveraging of the balance sheet through excess
        cash from operations and equity considerations.

      --Strong execution on financial and operating targets
        leading to sustainable trends within the business.


OWENS CORNING: Gets Extension of Intercompany Tolling Agreement
---------------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained
authority to enter into an extended tolling agreement, which
would toll all intercompany avoidance actions through
December 31, 2003.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reminded the Court that by Order dated June 20, 2002,
the Court authorized the Debtors to enter into an agreement
which tolled intercompany avoidance actions through
March 31, 2003, without prejudice to the Debtors' right to
request authority to enter into further tolling agreements.  
Pursuant to the Order, the Debtors duly executed a tolling
agreement with their appropriate affiliates and subsidiaries.

Ms. Stickles pointed out that the Debtors have proposed a plan,
which provides for substantive consolidation as well as the
disposition of other intercompany avoidance actions.  Given the
terms of the plan, commencement of intercompany litigation at
this point would appear to be an significant waste of estate
assets, as well as a major distraction from the litigation
scheduled to commence on April 1, 2003 and the other matters in
these cases that are case-dispositive.

The proposed Extended Tolling Agreement is designed to ensure,
in the event substantive consolidation is determined not to be
appropriate, and the Debtors' contemplated plan is not
confirmed, that any and all intercompany avoidance actions are
preserved for the benefit of all parties.

The Extended Tolling Agreement basically provides that:

   A. Any and all limitation periods applicable, by virtue of
      Section 546(a) of the Bankruptcy Code or otherwise, to bar
      any claim or remedy or the bringing of any action or
      proceeding that could be brought under any applicable law
      to avoid or recover all or any portion of transfers of
      property recoverable by the Debtors under applicable law
      or the value are to be tolled and extended through and
      including December 31, 2003;

   B. The extension provided for does not prevent the
      commencement of litigation with respect to avoidance
      actions; and

   C. It binds and inures to the benefit of the parties, their
      successors and assigns, the Debtors' estates and
      creditors, and any agent or authorized representative
      appointed in any of the Debtors' cases or in connection
      with any plan of reorganization or liquidation. (Owens
      Corning Bankruptcy News, Issue No. 47; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)   


PEABODY ENERGY: Fitch Rates New Facility & Sr. Notes at BB+/BB
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' to Peabody Energy's proposed
$600 million revolving credit facility and a new $600 million
bank term loan and a 'BB' to its proposed issuance of $500
million of senior unsecured notes due 2013. The Rating Outlook
remains Positive. A portion of the proceeds from the new credit
facility and senior unsecured note offering will be used to fund
the repurchase of the company's existing 8 7/8% senior notes and
9 5/8% senior subordinated notes, which the company is seeking
to acquire through a tender offer commenced on Feb. 27, 2003. At
the completion of Peabody's refinancing the rating on its senior
subordinated notes, currently rated 'B+', will be withdrawn.

Since March 31, 1999, Peabody has reduced its total debt by over
$1.5 billion. At the end of FY2002 Peabody has a Debt/EBITDA of
approximately 2.5 times and an EBITDA/Interest of 4.0x.
Internally generated funds will be used for further debt
reduction. The ratings also incorporate the likelihood of tuck-
in acquisitions as the industry continues to consolidate.
However, any large acquisition that would substantially increase
leverage could affect the company's financial flexibility and
negatively impact Peabody's credit quality. Peabody's legacy
postretirement health care and pension liabilities are
significant but Fitch feels that these are manageable.

Peabody is the world's largest coal company with approximately
9.1 billion tons in proven and probable reserves as of Dec. 31,
2001 located in four primary operating regions: Powder River
Basin, Southwestern, Appalachia and Midwest. The company
continues to implement its strategy of shifting from high
sulfur, high cost operations to low-sulfur, low-cost operations.
Future capital expenditures, estimated at approximately $200
million per year, will be concentrated in the company's low cost
operations.


PERKINELMER: Launches New Business to Reshape Laboratory Service
----------------------------------------------------------------
PerkinElmer, Inc. (NYSE: PKI), a leading provider of drug
discovery, life science research, and analytical solutions,
announced the launch of OneSource(TM), a new business that will
provide comprehensive service and support for laboratories
worldwide.

"Within the life and analytical sciences marketplace, customers
are seeking to streamline their supply chain through fewer, more
value-added partnerships, enabling them to focus on their core
competencies," said Peter Coggins, president of PerkinElmer Life
and Analytical Sciences. "We have launched our OneSource
Laboratory Services business in response to this emerging trend,
providing our customers with the means to improve productivity
and reduce costs within their laboratories."

Today's intensifying regulatory environment and an ever-
increasing need for greater efficiency are both challenging the
traditional instrument service model where service is viewed
simply as a follow-on to an instrument purchase.

"There is an increasing demand for service partnerships that
extend far beyond essential maintenance and repair of individual
instruments," said John Danner, vice president and general
manager, OneSource Laboratory Services Business. "In addition to
the demand for higher productivity within the lab, compliance
with regulatory requirements has significantly increased the
complexity of installing instruments, qualifying operators, and
documenting laboratory processes. By partnering with PerkinElmer
OneSource, customers can take advantage of a wide range of
service offerings, from on-demand repairs to validation
certification to education and training. This enables customers
to better focus on their core research and analytical tasks."
    
OneSource customers can choose from a variety of service-level
agreements, with offerings including preventative maintenance,
24-hour response times, or daily on-site support. OneSource
service engineers are currently engaged in numerous large-scale
service partnerships, in some cases with PerkinElmer engineers
residing full-time on-site with customers, performing repair,
maintenance and validation of instruments provided by
PerkinElmer and other suppliers.
    
PerkinElmer is unique among instrument vendors in its broad
product scope, which ranges from basic research instruments to
high-throughput drug discovery tools to environmental testing
and general analytical instrumentation. The OneSource business
is comprised of more than 1,000 factory-trained service
professionals operating in 120 countries to service the
PerkinElmer installed base of hundreds of thousands of
instruments.
    
"Because we have expertise in nearly all technologies used in
the major analytical and life science laboratories, we offer a
breadth of technical competence that is unmatched in the
industry," said Danner. "PerkinElmer is increasingly the service
partner of choice for global pharmaceutical, chemical and
environmental customers."
    
PerkinElmer OneSource anticipates launching new service
offerings throughout the year to fully enable these
comprehensive service partnerships.
   
PerkinElmer, Inc. is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate
understanding of its customers' needs, PerkinElmer creates
innovative solutions - backed by unparalleled service and
support - for customers in health sciences, semiconductor,
aerospace, and other markets whose applications demand absolute
precision and speed. The Company markets in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available through http://www.perkinelmer.comor  
1-877-PKI-NYSE.

                         *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit and senior unsecured note ratings on PerkinElmer Inc., to
'BB+' from 'BBB-', based on weak credit measures for the rating
and subpar operating performance in 2002. At the same time,
Standard & Poor's assigned a 'BB+' bank loan rating to the
proposed $445 million senior secured credit facilities due 2008
and a 'BB-' rating to the proposed $225 million of senior
subordinated notes due 2012. Ratings were removed from
CreditWatch where they were placed on October 30, 2002.

The prior bank loan rating and the short-term rating were
withdrawn.

The outlook on the Wellesley, Massachusetts-based diversified
technology provider is stable. Total debt outstanding is $661
million (including synthetic leases and accounts receivable
securitization).


PLANVISTA: ComVest-Led Group Acquires Bank Group's Interest
-----------------------------------------------------------
PlanVista Corporation (OTCBB:PVST), the Tampa, Florida-based
medical cost management firm, announced that PVC Funding
Partners LLC, an affiliate of Commonwealth Associates, LP, and
ComVest Venture Partners have acquired 96% of the Company's
outstanding convertible preferred stock previously held by the
Company's senior lenders and $20.5 million of the Company's
outstanding bank debt. The transaction reduces the bank group's
collective interest in PlanVista from over $71 million to $20.6
million and transfers the referenced preferred shares, with
potential convertibility into control of the Company, into the
hands of a strategic partner with successful healthcare and
investment experience.

Commonwealth Associates is a Merchant and Investment Bank
established in 1988 that is dedicated to serving as an equity
value oriented investor and creating long-term value for its
corporate clients and investors. Through its affiliated fund,
ComVest Venture Partners, Commonwealth contributes its own
capital and its partners' capital into each transaction,
typically serving as the lead investor in each investment that
it sponsors.

According to PlanVista Chairman and Chief Executive Officer
Phillip S. Dingle, "This transaction represents a significant
milestone in our Company's history and reflects the investment
community's confidence in our business model and strategy. An
important part of our future no longer resides with our bank
group, but rather with a resourceful and aggressive financial
partner whose equity ownership and focus are aligned with
investors, and that has a successful track record in health
care, a proven growth model, and long-term vision. This is good
news for our shareholders, our customers, and our employees."

In connection with the transaction, the Company announced that
current directors Christopher Garcia, David Ferrari, and Randy
Sugarman are voluntarily relinquishing their Board positions.
They will be replaced by Michael S. Falk and Harold S. Blue of
Commonwealth Associates, and Dr. Richard Corbin. Mr. Falk co-
founded Commonwealth Associates in 1988 and is currently
Chairman of Commonwealth Associates Group Holdings and the
Managing Partner of Comvest Ventures. Primarily through
Commonwealth Associates, Mr. Falk has been actively investing in
healthcare, technology, and service businesses for over 15
years. He is currently a director of ProxyMed, Inc.
(Nasdaq:PILL) and Comdial Corporation (BB:CMDZ). Mr. Blue is
President of Commonwealth Associates Group Holding and from 1993
to 2000, was Chairman and CEO of ProxyMed. During his career,
Mr. Blue has founded and sold a pharmacy chain, a generic
pharmaceutical distributor known as Best Generics, which was
sold to IVAX (AMEX:IVX), the largest generic drug manufacturer
in the U.S., and a physician practice company. He was formerly a
director of IVAX and is currently a director of eB2B Commerce,
Inc., Notify Corporation, and Commonwealth Associates Group
Holdings. Dr. Corbin was active in dental practice acquisitions
from 1991-1996, was a member of the board of directors of
Accumed International, and is currently in private practice. He
recently served on the board of directors of Bioplexus until its
sale to ICU Medical (Nasdaq:ICUI) in 2002.

Commonwealth President Harold S. Blue said, "PlanVista has
developed a business model based on recurring revenues, high
margins, and a fixed cost structure that drives bottom line
profits. The revenues are derived from a broad customer base
including insurance companies, third-party administrators, and
self-funded employer groups. Clients have access to
approximately 400,000 physicians and 4,000 hospitals through
PlanVista's expansive, national provider network. We are excited
at the prospect of working with and supporting a seasoned
management team that has prevailed through turbulent times.

Added Dingle, "The entire management team is encouraged and
enthusiastic about growing our business this year and in the
future. We welcome our new financial partner and also sincerely
appreciate the good service, advice, and counsel of our
departing Board members. Perhaps most importantly, we thank our
valued customers for their continued trust, and renew our
commitment to provide excellent services and innovative products
to the marketplace."

PlanVista Solutions is a leading provider of technology-enabled
medical cost management solutions for the healthcare industry.
We provide integrated national Preferred Provider Organization
network access, electronic claims repricing, and claims and data
management services to health care payers, such as self-insured
employers, medical insurance carriers, third party
administrators, health maintenance organizations, and other
entities that pay claims on behalf of health plans, and health
care services providers, such as individual providers and
provider networks. Visit the Company's website at
http://www.planvista.com.

At September 30, 2002, Planvista reported a total shareholders'
equity deficit of about $14 million.


PURCHASEPRO.COM: U.S. Trustee Moves for Chapter 7 Liquidation
-------------------------------------------------------------
R. Palmer Cundick, Assistant United States Trustee for Region
17, asks the U.S. Bankruptcy Court for the District of Nevada to
convert the chapter 11 case of PurchasePro.com, Inc., to a
liquidation proceeding under chapter 7 of the Bankruptcy Code.

The Assistant UST points out that the debtor is no longer
operating and has sold most if not all of its assets.  The
Assistant UST maintains that at best, only a Liquidating Plan
would be filed in this case and the same can be accomplished
easily under Chapter 7 of the Code.  Moreover, the appointment
of a trustee could ensure that all potential causes of action,
including avoidance actions, are fully investigated and pursued.

Mr. Cundick explains that pursuant to Section 1112(b), this
case, in particular, should be converted or dismissed because:

     a) the debtor is no longer operating;

     b) the debtor continues to incur Chapter 11 administrative
        expenses;

     c) conversion of the case to Chapter 7 will facilitate
        liquidations of the assets and distribution of the
        proceeds to creditors;

     d) no benefit is served by allowing this case to proceed in
        Chapter 11 vis-a-vis Chapter 7;

     e) appointment of a trustee will facilitate liquidation by
        an impartial third party and will ensure that all
        potential causes of action are investigated and
        litigated in the best interests of creditors.

PurchasePro.com which offers strategic sourcing and procurement
software solutions, filed for chapter 11 protection on September
12, 2002 (Bankr. Nev. Case No. 02-20472).  Gregory E. Garman,
Esq., at Gordon & Silver, Ltd., represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $41,943,000 in total assets and
$20,058,000 in total debts.  


RCN CORPORATION: Senior Lenders Agree To Amend Credit Agreement
---------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that it has received
consent from its senior lenders to amend the terms of its
existing senior secured credit facility.  The amendment provides
RCN greater flexibility in incurring up to $500 million of
additional senior secured debt, adjusts the operating and
financial covenants in the facility and modifies certain other
restrictions that existed under the previous agreement.

Under the amendment, RCN retains much of the operational and
financial flexibility existing under the previous credit
agreement.  In return for new and retained flexibility, RCN has
agreed to reduce the amount available under its revolving loan
facility, under which it currently has no borrowings
outstanding, to $15 million, and to maintain a cash collateral
account of at least $100 million for the benefit of the lenders
under its credit facility.

RCN further agreed to increase the percentage of future
aggregate asset sale proceeds that it will use to pay down its
senior secured term loans and to increase amortization payments
under its term loans by an amount equal to 50% of interest
savings from new repurchases of senior notes, not to exceed $25
million.

The amendment also includes the ability of RCN to incur up to
$500 million of new senior indebtedness that may be secured by a
second lien on RCN's assets and to use up to $125 million of
existing cash and the proceeds of new indebtedness described
above to repurchase outstanding senior notes. Additionally,
certain covenants are revised to reflect RCN's current long-term
business plan with adequate cash cushions built in.

As of 12/31/02, RCN had an aggregate of approximately $1.74
billion of indebtedness outstanding, including $547 million
under its senior secured credit facility.

For further details, please refer to the amendment, which has
been filed in a Form 8-K with the Securities and Exchange
Commission.

                        About RCN
    
RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable
and high speed Internet services delivered over its own fiber-
optic local network to consumers in the most densely populated
markets in the U.S.  RCN has more than one million customer
connections and provides service in the Boston, New York,
Philadelphia/Lehigh Valley, Chicago, San Francisco, Los Angeles
and Washington D.C. metropolitan markets.

DebtTraders reports that RCN Corporation's 11.000% bonds due
2008 (RCNC08USR2) are trading between 30 and 32. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RCNC08USR2   
for real-time bond pricing.


QWEST COMMS: CFO Shaffer to Speak at Janco Partners Conference
--------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) vice chairman
and CFO Oren G. Shaffer will speak at the Janco Partners, Inc.
8th Annual Media & Telecommunications Conference in Denver at
12:15 p.m. EST on Thursday, March 13, 2003. Shaffer's remarks
will be available via webcast (live and replay) at
http://www.qwest.com/about/investor/meetings/.

                       About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 50,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at www.qwest.com.

Qwest Communications' December 31, 2002 balance sheet shows a
working capital deficit of about $1.2 billion, and a total
shareholders' equity deficit of about $1 billion.


SCORES HOLDING: Restructuring Outstanding Debt
----------------------------------------------
Scores Holding Company Inc. (OTC Bulletin Board: SCOH), formerly
Internet Advisory Corporation, announced that it had reached an
agreement to restructure outstanding debt held by a private
equity fund. The Company had been obligated to pay $1,500,000 by
March 31, 2003 to retire this debt. The restructured debt will
have a balance of $1,110,000 due on August 7, 2007. One half of
the restructured debt is convertible into the Company's common
stock at a 50% discount to market at the time of conversion.

Richard Goldring, Chairman and CEO of the Company, said, "We
believe that our shareholders long term interests will be served
by extending our time to pay this debt. We believe we can use
the cash that will now be available to pursue our corporate
objectives of expanding the revenue base of the 'Scores' brand."

Construction continues at the Company's new adult nightclub,
which will include a gourmet restaurant, to be operated under
the "Scores" name at 533-535 West 28th Street, New York, NY. The
nightclub is presently scheduled to open in the latter part of
May 2003. The Company had previously announced that the
nightclub would open during the latter part of March 2003. The
new club will have 10,000 square feet of space, the maximum
permitted by New York City law, allocated for adult
entertainment purposes.

"We are very pleased with the progress we have made to date and
excited about the future of Scores Holding Company. We have laid
the groundwork for the growth and success of the 'Scores'
brand," said Mr. Goldring.

As of its latest Form 10-Q filing at September 30, 2002, the
company posted a working capital deficit of $254,025 and total
shareholders' equity deficit of $38,441.


STELCO: 175 Jobs Lost as Welland Pipe Unit Closes Permanently
-------------------------------------------------------------
Stelco Inc. announced the permanent closure of its Welland Pipe
Ltd. subsidiary, which will result in the loss of approximately
175 jobs at the large-diameter pipe mills located in Welland,
Ontario.

Stelco Inc. will take an approximate $5 million after-tax charge
($0.05 per common share) in Quarter 1, 2003 as a result of this
closure.

J. C. Alfano, President and Chief Executive Officer, stated,
"Welland Pipe served Stelco and its large-diameter pipe
customers very well over many years and we greatly appreciate
the contribution from all current and past employees.
Unfortunately, Welland Pipe's operations have been idle since
June 30, 2002, due to a lack of orders and we do not foresee any
near-term order prospects which would make the business viable.
As a result, the plant will be closed effective this date."

Stelco will continue to have a significant investment and
commitment to the North American large-diameter pipe market
through its joint venture ownership of Camrose Pipe Company,
located in Camrose, Alberta.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                        *   *   *

As reported in the Troubled Company Reporter's January 15, 2002
edition, Standard & Poor's assigned its single-'B' subordinated
debt rating to Stelco Inc.'s CDN$90 million convertible
subordinated debt issue due February 1, 2007. At the same time,
Standard & Poor's assigned its preliminary double-'B'-minus
senior unsecured debt rating and preliminary single-'B'
subordinated debt rating to the company's CDN$300 million shelf.

In addition, the ratings outstanding on the company, including
the double-'B'-minus corporate credit rating, were affirmed. The
outlook is negative.

The ratings on Stelco reflect a weakened financial profile due
to the effect of the ongoing economic downturn and the
prevailing difficult steel industry conditions on its financial
results, offset by the company's fair business position.


TANGIBLE ASSET: Substantial Losses Prompt Going Concern Doubts
--------------------------------------------------------------
Tangible Asset Galleries Inc. has sustained recurring operating
losses, negative cash flows from operations, significant
debt that is in default and callable by the creditor, and has
limited working capital. These items raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's principal line of business is the sale of rare
coins, jewelry, fine art and collectibles on a retail,
wholesale, and auction basis. Its retail and wholesale
operations are conducted in virtually every state in the United
States and in several foreign countries. Through its Superior
Galleries subsidiary, it also provides auction services for
customers seeking to sell their own coins, jewelry, fine art and
collectibles. The Company markets its services nationwide
through broadcasting and print media and independent sales
agents, as well as on the Internet through third party websites
such as Sotheby's, eBay and Yahoo and through its own websites
at TAGZ.com and SGBH.com.

It was organized as a Nevada corporation on August 30, 1995
and is currently headquartered in Newport Beach, California,
where its primary gallery is located. Its Superior Galleries
subsidiary maintains its operations in Beverly Hills,
California.

The Company recorded a loss from continuing operations for the
twelve months ended June 30, 2002 of $4,867,048 as compared to a
loss of $2,137,036 for the twelve months ended December 31,
2000, a deterioration of operating results of $2,730,012. The
increased loss is attributed primarily to an increase in
selling, general and administrative expenses and an approximate
2% decrease in gross profit margins.

Tangible Asset Galleries recorded a net loss for the twelve
months ended June 30, 2002 of $7,904,589 as compared to a net
loss of $1,629,850 for the twelve months ended December 31,
2000. The additional net loss of $6,284,739 is the result of an
increased operating loss and a loss from discontinued operations
of $3,037,541, related primarily to the sale of its subsidiary,
HI.

The Company may not become profitable or significantly
increase its revenues. As states, the Company incurred a net
loss of $7,904,589 for the twelve months ended June 30, 2002, a
net loss of $409,199 for the six months ended June 30, 2001, and
a net loss of $1,629,850 for the twelve months ended December
31, 2000. Management intends to implement several initiatives
which it believes will enable the Company to return to
profitability, including exiting unprofitable lines of business,
reducing manpower and other costs, and focusing on higher margin
products. The working capital at June 30, 2002 was $390,134,
which reflects a significant decrease from the working capital
of $1,003,589 at June 30, 2001. There can be no assurance that
the Company's revenue or results of operations will not decline
further in the future, that the Company will not continue to
have losses, or that the Company will be able to continue
funding such losses if they continue. The limited capital could
adversely affect the Company's ability to continue its
operations.


TCW LINC: Fitch Hatchets Ratings on 5 Note Classes to Junk Level
----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
seven classes of notes issued by TCW Linc III CBO 1999-1 Ltd.
Two classes of notes that were not previously on Rating Watch
Negative are also being downgraded, and one class of notes is
being affirmed. The following rating actions are effective
immediately and all classes which were previously on Rating
Watch Negative will be removed from Rating Watch Negative in
conjunction with the downgrade:
TCW Linc III CBO 1999-1 Ltd.:

   -- $113,762,781 class A-1L notes affirmed at 'AAA';

   -- $15,000,000 class A-1F notes downgraded to 'AA' from
      'AAA';

   -- $96,000,000 class A-1 notes downgraded to 'AA' from 'AAA';

   -- $21,500,000 class A-2 notes downgraded to 'BB' from 'AAA'
      and removed from Rating Watch Negative;

   -- $82,000,000 class A-2L notes downgraded to 'BB' from 'AAA'
      and removed from Rating Watch Negative;

   -- $34,000,000 class A-3A notes downgraded to 'CC' from 'A-'
      and removed from Rating Watch Negative;

   -- $45,000,000 class A-3B notes downgraded to 'CC' from 'A-'
      and removed from Rating Watch Negative;

   -- $22,000,000 class B-1 notes downgraded to 'C' from 'BBB-'
      and removed from Rating Watch Negative;

   -- $13,000,000 class B-2A notes downgraded to 'C' from 'BB-'
      and removed from Rating Watch Negative;

   -- $7,000,000 class B-2B notes downgraded to 'C' from 'BB-'
      and removed from Rating Watch Negative.

TCW Linc III CBO 1999-1 Ltd. is a collateralized bond obligation
managed by TCW Funds Management, Inc. The CBO was established in
July 1999 to issue debt and equity securities and to use the
proceeds to purchase high yield bond collateral.

According to its Jan. 17, 2003 trustee report, TCW Linc III CBO
1999-1 Ltd.'s collateral includes a par amount of $64.995
million (14.05%) defaulted assets. The class A  
overcollateralization test is failing at 98.05% with a trigger
of 110% and the class B OC test is failing at 88.57% with a
trigger of 103%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor this transaction.
     

TRANSCARE: Seeks to Extend Solicitation Period through May 12
-------------------------------------------------------------
TransCare Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the time period within which only the Debtors have the exclusive
right to solicit acceptances of their chapter 11 Plan.

The Debtors remind the Court that they have filed their Plan and
the accompanying Disclosure Statement at the outset of these
cases.  However, plan solicitation has been delayed due to the
Debtors' attempts to negotiate resolution of certain issues
relating to the Plan and Disclosure Statement with certain of
their various creditor constituencies to proceed with these
cases on a consensual basis.  In this connection, the Debtors
want to stretch their Exclusive Solicitation Period to run
through May 12, 2003.

The Debtors argue that the size and complexity of these cases,
and the substantial progress made to date justifies the
extension requested.  Simply, additional time is needed to
address adequately the procedural and substantive complexities
of these cases before the Plan can be fully implemented.

TransCare, one of the largest privately owned providers of
ambulance and ambulette services in the United States providing
both emergency and non-emergency services, primarily on a fee-
for-service basis, filed for chapter 11 protection on September
9, 2002 (Bankr. S.D.N.Y. Case No. 02-14385).  Matthew Allen
Feldman, Esq., at Willkie Farr & Gallagher represents the
Debtors in their restructuring efforts. When the Debtors sought
protection from its creditors, it listed an estimated assets of
$10 million to $50 million and debts of over $100 million.


TYCO INTL: Will Webcast Institutional Investors Meeting Tomorrow
----------------------------------------------------------------    
Tyco International Ltd. (NYSE-TYC, BSX-TYC, LSE-TYI) announced
that its meeting for institutional investors on Thursday, March
13, 2003 will be webcast live.  The meeting will include
presentations by Tyco's Chairman and Chief Executive Officer
Edward Breen, Chief Financial Officer David FitzPatrick, and
management from each of the business segments.

Investors and other interested parties may visit Tyco's website
at http://www.tyco.comfor access to a simultaneous webcast of  
the event, beginning at 8:00 a.m. EST on Thursday,
March 13, 2003. The meeting will begin at 8:15 a.m. EST. A
replay of the event will be available at the same website
through Thursday, March 20, 2003.
    
Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


TYCO INT'L: Newly Elected Board Makes Committee Assignments
-----------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced that its new Board of Directors, meeting for the first
time since its election at the Annual General Meeting of
Shareholders, voted to take several actions, beyond those that
had already been implemented under the Company's new management,
to improve corporate governance at Tyco.
    
    The new measures include:
    
    -- The re-election by the independent directors of John A.
       Krol as Lead Director.  In this role, Mr. Krol
       facilitates and chairs executive sessions of the Board,
       which are held after every Board meeting, sets
       the agenda for Board meetings, and coordinates the
       information flow to the Company.
    
    -- New assignments for membership on the Board's committees.
    
    -- The adoption of new Board Governance Principles, which
       document the responsibilities of the directors in
       overseeing the management of Tyco's businesses in the
       best interests of shareholders.
    
    -- The adoption of a new employee Guide to Ethical Conduct,
       which provides explicit guidelines on conduct that is
       expected of everyone at Tyco.
    
    -- The adoption of a new Delegation of Authority policy to
       strengthen control over cash disbursements at the
       Company.
    
    -- A decision to study in detail the issues related to the
       Company's incorporation in Bermuda.
    
    -- A decision to adopt new severance guidelines for senior
       executives at the next Board meeting.
    
The Board also determined that, except for Chairman and CEO
Edward D. Breen, all members of the Board are considered
"independent members." Institutional Shareholder Services, Inc.,
one of the world's leading providers of proxy voting and
corporate governance services, has also determined these nine
members of the Board are independent according to its standards.

"Tyco now has in place an entirely new Board of Directors
elected by our shareholders," commented Edward D. Breen,
Chairman and Chief Executive Officer of the Company.  "The clear
mission of this Board is to ensure that the new Tyco adheres to
the highest standards of corporate governance and that all of
us at the Company dedicate ourselves to building value for our
shareholders."

"The actions taken today are only among the first steps in a
continuing drive by the Board and management to establish clear
and uncompromising standards of conduct in every aspect of our
management and financial reporting and to strengthen
specifically the performance of our businesses.  The Board
as a whole, together with each of its committees, will work to
achieve these goals through informed, substantive and probing
deliberations.  We are determined to distinguish Tyco for its
leadership in corporate governance while also unlocking the
potential of the strong portfolio of businesses that
make up this Company."
    
                  Board Reorganization

In organizing its committees, the Board appointed the following
members:
    
    -- John A. Krol is to chair the Corporate Governance and
       Nominating Committee.  Bruce S. Gordon and H. Carl McCall  
       were also appointed as committee members.  The Senior
       Vice President for Corporate Governance reports to Mr.
       Krol as Chairman of this committee.
    
    -- Jerome B. York is to chair the Audit Committee. Brendan
       O'Neill and Sandra Wijnberg were also appointed as
       committee members. Additionally, all three of these
       directors were determined by the Board to be "financial
       experts" according to SEC regulations.  The Vice
       President of Corporate Audit and the Corporate Ombudsman
       report to Mr. York as Chairman of this committee.
    
    -- Mackey J. McDonald is to chair the Compensation
       Committee.  Adm. Dennis C. Blair (U.S. Navy, Ret.) and
       George W. Buckley were also appointed as committee
       members.
    
                 Other Governance Actions

The governance initiatives announced today are the product of an
in-depth five-month review and analysis that involved
benchmarking proposed changes at Tyco against "best practices"
companies.  The Board drew upon the expertise of such recognized
governance specialists as Charles Elson, of the University of
Delaware Corporate Governance Center, Michael Useem of the
Wharton School of Business at the University of Pennsylvania,
and Jay Lorsch of Harvard Business School. Tyco also formed a
special working group of the Board, with Ira Millstein of law
firm Weil, Gotshal & Manges, serving as an expert outside
advisor, to advance the process.

As one key outcome of this comprehensive review analysis, the
Board approved new Board Governance Principles, a new Delegation
of Authority policy to strengthen control over cash
disbursements at the Company, and a new employee Guide to
Ethical Conduct.

The new Board Governance Principles describe the mission and
values of the Board of Directors of the Company.  The document
delineates the responsibilities of the Directors in overseeing
the management of Tyco's businesses in the best interest of
shareholders and in a manner that is consistent with good
corporate citizenship.  The Board Governance Principles reflect
the Board's belief that good governance requires not only an
effective set of specific practices, but also a company-wide
culture of integrity and accountability that starts with its
leadership.

The Company's Delegation of Authority policy provides precise
guidelines and matrices that draw clear lines of authority and
accountability, coupled with budgetary responsibility, for
expending company funds.  This policy encompasses such areas as
employee compensation, borrowings and capital expenditures,
acquisitions, travel and entertainment, investments and
charitable contributions.

The employee Guide to Ethical Conduct provides explicit
guidelines on what is expected of everyone who works at Tyco.  
It includes the four core values of the company -- integrity,
excellence, teamwork and accountability.  It also provides a
close look at a variety of on-the-job issues such as ethical
conduct, fraud, financial controls, conflicts of interest,
record-keeping, protection of confidential information,
harassment, substance abuse, and inappropriate gifts.  The Guide
also clearly explains how employees worldwide can report a
violation of the code of conduct or seek guidance on particular
issues, with complete confidentiality, by calling Tyco's toll
free CONCERNline or by contacting the office of the Tyco
Ombudsman.  Tyco recently announced the hiring of Richard Baran
as its first Corporate Ombudsman.

The governance practices announced today implement and in some
instances exceed the requirements of the Sarbanes-Oxley Act, New
York Stock Exchange listing requirements and the Company's own
high standards of good corporate governance.
    
Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives. Tyco operates in more than 100 countries
and had fiscal 2002 revenues from continuing operations of
approximately $36 billion.


UNIROYAL TECH: Retirees Committee Employs Levy Ratner as Counsel
----------------------------------------------------------------
The Official Committee of Pre-86 Plastic Retirees of Uniroyal
Technology Corporation, wants to employ Levy, Ratner & Behroozi,
P.C. as its legal counsel, nunc pro tunc as of October 9, 2002.

The Committee unanimously decided during a meeting to employ
Levy Ratner as attorneys in all matters in these bankruptcy
cases.  As of December 20, 2002, the Committee points out that
numerous matters in which the Committee had an immediate
interest, were pending and needed Levy Ratner's immediate and
continued services.

The Committee asks for authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Levy Ratner as counsel
because the firm has extensive experience in and knowledge of
retiree health and related benefits under the Taft-Hartley Act &
Erisa. The Committee believes that Levy Ratner is well qualified
to represent it in these cases in an efficient and cost
effective manner.

Levy Ratner is expected to:

     a. advise the Committee as to its rights, powers and
        duties;

     b. advise the Committee in connection with proposals and
        leadings submitted by the Debtors or others to the
        Court;

     c. investigate the actions of the Debtors and the assets
        and liabilities of the estates;

     d. advise the Committee in connection with negotiation and
        formulation of any plans of reorganization;

     e. review all applications and motions filed by parties
        other than the Committee and to represent the interest
        of the Committee in and outside of court with respect to
        all applications and motions;

     f. generally advocate positions that further the interests
        of the Pre86 Plastic Retirees represented by the
        Committee; and

     g. perform other services that are in the interests of the
        Committee.

The current hourly rates for the attorneys most involved in this
retention are:

          Richard Dom         $395 per hour
          David Slutsky       $225 per hour

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


UNITED AIRLINES: AT&T Holds $205 Million Unpaid Lease Claim
-----------------------------------------------------------
AT&T notifies the Court that as of February 7, 2003, it held
claims against United Airlines Inc., and its debtor-affiliates
totaling $205,530,630.  James H. Hodge, AT&T Assistant
Treasurer, explains that the claims stem from unpaid Aircraft
lease payments and unpaid telecommunications bills. (United
Airlines Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading between 4 and 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.    


US AIRWAYS: MBIA Exercises Right to Purchase Trust Certificates
---------------------------------------------------------------
MBIA Insurance Corp. (NYSE: MBI) announced that it exercised its
right to purchase the 8.11% Class G Pass Through Certificates
due August 20, 2018, the 8.02% Class G Pass Through Certificates
due August 5, 2020, the 7.89% Class G Pass Through Certificates
due September 1, 2020 and the 7.076% Class G Pass Through
Certificates due September 20, 2022 issued by US Airways 2000-1G
Pass Through Trust, US Airways 2000-2G Pass Through Trust, US
Airways 2000-3G Pass Through Trust and US Airways 2001-1G
Through Trust, respectively.

Under the terms of the applicable trust agreements relating to
these certificates, MBIA has the right to purchase these
certificates due to the bankruptcy filing by US Airways. Under
the terms of such trust agreements, the purchase price for the
certificates will be approximately $1.5 billion and will include
their outstanding balance plus accrued interest through March
20, 2003, the effective date of the purchase. MBIA has arranged
for the immediate sale of substantially all of the certificates
to a third party as a means of funding MBIA's purchase of the
certificates. As a result of the purchase, MBIA will gain voting
rights over the certificates.

MBIA will continue to insure these certificates, and its
exposure to US Airways will not change as a result of the
purchase of the certificates. MBIA has $536 million of net par
exposure to equipment trust certificates backed by aircraft
leased to US Airways. MBIA does not expect to incur a loss with
respect to this exposure.

MBIA Inc., through its subsidiaries, is a leading financial
guarantor and provider of specialized financial services. MBIA's
innovative and cost-effective products and services meet the
credit enhancement, financial and investment needs of its public
and private sector clients, domestically and internationally.
MBIA Inc.'s principal operating subsidiary, MBIA Insurance
Corporation, has a financial strength rating of Triple-A from
Moody's Investors Service, Standard & Poor's Ratings Services,
Fitch Ratings, and Rating and Investment Information, Inc.
Please visit MBIA's Web site at http://www.mbia.com.


US STEEL: Sees Loss for Q1 2003 Due To Increased Benefit Costs
--------------------------------------------------------------
United States Steel Corporation (NYSE: X) filed its Annual
Report on Form 10-K for the year ended December 31, 2002 with
the Securities and Exchange Commission.

In the outlook provided in Management's Discussion and Analysis,
U. S. Steel noted that it expects a loss from operations and a
net loss for the first quarter of 2003, due primarily to the
previously reported increase in pension and other postretirement
benefit costs from the fourth quarter of 2002 of approximately
$50 million, substantially higher natural gas costs and the
normal negative seasonal effects related to iron ore and
transportation operations. The outlook further states that a
price increase of at least $30 per net ton has been announced
for new oil country tubular goods orders for shipment after
March 1, 2003. For the second quarter of 2003, U. S. Steel has
also announced a $30 per net ton price increase on all domestic
sheet orders and a minimum 20 euro per metric ton price increase
on all U. S. Steel Kosice (USSK) orders.

The Company also noted in the filing that reported net income
for the fourth quarter of 2002 was $11 million or 10 cents per
diluted share, and year 2002 net income was $61 million or 62
cents per diluted share. U. S. Steel said that these amounts are
$1 million, or 2 cents per diluted share, lower than the
preliminary results announced January 28, 2003, due primarily to
additional legal accruals to reflect a settlement in late
February 2003 of prior-year vehicular cases.
    
                        *   *   *

As previously reported, Fitch Ratings has assigned a 'B+' rating
to U.S. Steel's Series B mandatory convertible preferred stock,
which is consistent with current ratings ('BB' for senior
unsecured, 'BB+' for secured bank debt). All ratings remain on
Rating Watch Negative following the company's bid for certain
assets of National Steel. The company has stated that proceeds
from the preferred offering will be used for general corporate
purposes, including funding working capital, financing potential
acquisitions, debt reduction and voluntary contributions to its
employee benefit plans. If the company was successful in
acquiring the assets of National Steel, the proceeds may be used
to finance a portion of the purchase price. The preferred stock
is not being issued to recapitalize the company.


WALTER INDUSTRIES: Senior VP Anthony Hines To Retire on April 1
---------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) announced that Anthony L.
Hines, Senior Vice President- Operations, is retiring effective
April 1.

Mr. Hines has played a major role in improving Walter
Industries' performance since his arrival in January 2001. Using
such methods as Six Sigma and lean manufacturing, the Company
has significantly improved productivity the past two years.
These improvements have been critical in Walter Industries'
success in a difficult economic environment.

"Tony's leadership and knowledge has helped us accelerate our
productivity by improving our processes and adding more
analytical tools," said Don DeFosset, Chairman and Chief
Executive Officer of Walter Industries. "Tony has made a major
impact on our Company."

In addition to serving as Senior VP-Operations, Mr. Hines served
as interim President of U.S. Pipe & Foundry for a 10-month
period in 2002.  Among Mr. Hines' accomplishments, JW Aluminum
increased profitability by 125% in 2002 vs. the previous year,
while U.S. Pipe & Foundry improved its tons-per-man-day
performance by 19% over the same time frame.

Mr. Hines came to Walter Industries with deep experience in
manufacturing gained at Navistar International and Honda. Mr.
Hines also spent a number of years in academia, including a
position of Dean of the College of Engineering at the University
of Missouri.

For more information about Walter Industries, please contact
Walter Industries at (813) 871-4132 or visit the corporate Web
site at http://www.walterind.com

Walter Industries, Inc. is a diversified company with five
principal operating businesses and revenues of approximately
$1.9 billion.  The company is a leader in homebuilding, home
financing, water transmission products, energy services, and
specialty aluminum products. Based in Tampa, Florida, the
company employs approximately 6,300 people.

The Troubled Company Reporter related yesterday that Standard &
Poor's Ratings Services assigned its 'BB' corporate  credit
rating to Walter Industries Inc., and its preliminary
'BB' rating to the company's proposed $500 million senior
secured credit facility. The outlook is stable.


WORLDCOM INC: Enters Into Settlement Pact with Cable & Wireless
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek entry of an Order
pursuant to Section 363(b) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedures authorizing them
to compromise certain claims, enter into a settlement agreement
with Cable & Wireless USA, Inc., and terminate certain
agreements.  The proposed settlement agreement resolves all
claims arising from ten sets of contracts between WorldCom and
C&W except the Pending Arbitration.  The total amount in dispute
with respect to these contracts is $32,200,000.

Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
relates that C&W and WorldCom and their affiliates entered into
various agreements for the provision of telecommunication
services by WorldCom to C&W.  For over two years, the Parties
engaged in disputes regarding the amounts charged pursuant to
these agreements and the services provided.  The Parties have
now executed a Settlement Agreement and Release, which resolves
the Parties' disputes arising out of the C&W/WorldCom
Agreements. The contracts that are the subject of the Settlement
Agreement are:

    A. The TSA: WorldCom Network Services, Inc. d/b/a WilTel and
       C&W have entered into an agreement whereby WilTel
       provided C&W with switched telecommunication services and
       other associated services.  The TSA does not have minimum
       purchase commitments.  WorldCom contended that C&W owed
       $1,300,000 for services provided under the TSA.  C&W has
       disputed this amount.

    B. The DSA: WorldCom Network Services, Inc. and C&W have
       entered into a multi-year Carrier Digital Services
       Agreement for the provision of dedicated digital
       telecommunications by WorldCom to C&W.  WorldCom
       contended, and C&W denied, that C&W owed $1,700,000
       pursuant to the DSA for services rendered.
      
    C. MCI Carrier Agreement: MCI Telecommunications Corporation
       and C&W have entered into a multi-year agreement whereby
       MCI provided certain specified domestic interstate
       services, international services and intrastate common
       carriage services.  C&W disputes $2,400,000 in billings
       rendered pursuant to this agreement.

    D. Master Agreement: On September 14, 1998, MCI sold iMCI, a
       former MCI affiliate, to C&W in connection with the
       MCI/WorldCom merger.  At that time, the iMCI business was
       not operated as a separate, stand-alone business, but was
       integrated throughout MCI's global operations.  The sale
       of the iMCI business to C&W therefore involved not only
       the transfer to C&W of certain assets and Internet
       customers, but also required MCI to provide support and
       services to C&W following the Closing Date.  The parties
       contemplated that those services and support would be
       required for a period of time to allow C&W to integrate
       the iMCI business into its existing operations.  As a
       result, concurrently with the Stock Purchase Agreement,       
       the parties entered into various ancillary agreements,
       including the Master Agreement.

       The Master Agreement sets forth the terms and conditions
       under which MCI WorldCom provided telecommunications,
       network transportation, collocation and support services
       to C&W following the Closing Date.  Attachment A to the
       Master Agreement, entitled "Domestic Interstate
       Service(s), International Services, Local Access
       Services, and Dial-Up Transport Services," contains the
       agreed-on terms and conditions under which MCI WorldCom
       would provide telecommunications network transportation
       to C&W.  The Master Agreement has expired by its terms.
      
       WorldCom has contended that Cable & Wireless failed to
       pay $8,807,000 for services provided pursuant to the
       agreement for the period of November 2000 through
       December 2001.  The parties arbitrated these issues in
       May 2002 and are engaged in post-hearing arbitration
       procedures.  The subject matter of that arbitration is
       outside of the scope of the Settlement Agreement.  C&W
       has disputed an additional $1,032,000 billed by WorldCom
       for services provided under the Master Agreement that
       were not the subject of the arbitration.  These include:
      
       -- The SPSA Agreement: On June 1, 1998, WorldCom Network
          Services, Inc. and C&W entered into an agreement for
          the continuation of services being provided under
          System Purchase and Use Agreements through which
          Dedicated digital telecommunications interexchange,
          local access and ancillary services were provided by
          WorldCom to C&W. Pursuant to Section 7(E) of the SPSA,
          C&W agreed to pay WorldCom a monthly maintenance fee
          equal to $471,979.20. The term of this agreement
          continues through December 31, 2013.  C&W contested
          $2,400,000 in monthly maintenance fee billings for
          periods covered by July 20, 2002 through November 5,
          2002 invoices.

       -- Emerging Markets MSA: MCI WorldCom Communications,
          Inc. and C&W have entered into a multi-year Master
          Services Agreement.  Pursuant to the Emerging Markets
          MSA, MCI WorldCom provided C&W with intralata
          dedicated services. The amount of billings contested
          by C&W pursuant to this Agreement was $7,100,000.

       -- Dark Fiber Agreements: MCI Metro Access Transmission
          Services LLC and Cable & Wireless Communications, Inc.
          have entered into nine agreements whereby WorldCom
          leased "dark fiber" capacity to C&W.  The amount of
          disputed billings pursuant to these leases was
          $900,000.

       -- Global Services Agreement: MCI WorldCom
          Communications, Inc. and Digital Island, Inc. have
          entered into a multi-year Global Services Agreement
          whereby MCI WorldCom provided interstate and
          international voice services, domestic frame relay and
          private line services, dedicated access service, metro
          private line service and interstate audio
          conferencing.  Digital Island, Inc. was subsequently
          acquired by C&W.  Schedule 1 of the agreement
          contained a minimum volume requirement of $1,750,000
          per month.  The amount of disputed billings
          pursuant to the GSA was $11,000,000.

       -- Internet Service Agreement: On May 4, 2001, UUNet
          Technologies, Inc. entered into an agreement with
          Digital Island, Inc. to provide dedicated internet
          connections and associated services.  The agreement
          had a 24-month term after the first day of the month
          following the service activation date of the first
          circuit ordered.  The amounts of billings in dispute
          pursuant to this agreement was $3,200,000.  The
          Internet Service Agreement called for monthly minimum
          payments of up to $600,000 depending on the amount of
          international traffic utilized by C&W.
      
       -- International Private Line Service Order: MCI
          WorldCom, Inc. and Digital Island, Inc. have entered
          into an International Private Line Service Order.  The
          amount of billings in dispute is $1,000,000.

Mr. Walsh admits that the relationship between WorldCom and C&W
frequently has been contentious.  In 2001, C&W initiated
arbitration against WorldCom pursuant to the MCI Master Services
Agreement.  C&W contended that WorldCom had overbilled C&W
$8,800,000 pursuant to this agreement.  WorldCom counterclaimed
against C&W, alleging that all billings were proper and in
accord with the terms of the MSA.  The focal points of the
billing disputes related to:

    -- international direct connection fees; and

    -- charges billed by local exchange companies to WorldCom
       for the services being provided to C&W, which WorldCom
       passed through to C&W.

This arbitration proceeded to a two-week evidentiary hearing in
May 2002.  The parties filed post-trial arbitration briefs in
January 2003, and a decision is expected in Spring 2003.  MCI
WorldCom has paid several hundreds of thousands of dollars in
litigation expenses, including attorneys' fees, expert fees, and
other costs associated with the arbitration.

In February 2003, Mr. Walsh informs the Court that WorldCom and
C&W agreed to the Settlement Agreement, which is being filed
under seal.  The Settlement Agreement is intended to resolve all
disputes relating to the C&W/WorldCom Agreements for billing
periods covered by invoices dated through November 5, 2002,
except the Pending Arbitration.

The principal terms of the Settlement Agreement are:

    A. Within ten business days of the Effective Date, C&W
       agrees to pay WorldCom $28,000,000 less a credit for
       $85,000 previously paid in full and final satisfaction of
       $32,200,000 of disputed billings arising from the
       C&W/WorldCom Agreements and for terminating the SPSA and
       the Internet Service Agreement.

    B. C&W agrees to grant WorldCom an option to obtain
       transatlantic capacity on its network, which WorldCom
       management believes has a value of $4,300,000.  The
       option has an exercise period of 18 months.

    C. Following receipt of the Settlement Payment, WorldCom
       agrees to apply a credit in the amount necessary to bring
       all accounts due under the Terminated Agreements and the
       Contested Accounts Receivable for amounts due through the
       November 5, 2002 invoices to zero, except for the amounts
       in dispute in the Pending Arbitration.

    D. The parties agree that the SPSA Agreement and the
       Internet Service Agreement will be terminated.

    E. The parties will release each other for all services
       provided by WorldCom to C&W for periods up to and
       including the November 5, 2002 invoice, the Contested
       Accounts Receivable and the Terminated Agreements.  The
       Release specifically excludes the amounts in dispute in
       the Pending Arbitration.

    F. The parties agree to negotiate in good faith to:

       -- consolidate the remaining C&W/WorldCom agreements into
          one contract on or before March 31, 2003; and

       -- to form an appropriate business construct for the
          continuing business relationship between C&W and
          WorldCom.

       Any failure to accomplish these objectives, however, does
       not affect the remainder of the agreement.

Mr. Walsh believes that approval of the Settlement Agreement is
important and beneficial to the WorldCom bankruptcy estate.  As
a result, authority should be granted for WorldCom to enter into
and perform in accordance with the Settlement Agreement.  Under
the terms of the Settlement Agreement, C&W agrees to pay
WorldCom $28,000,000 in cash within ten business days of the
Effective Date of the Settlement Agreement.  It also agrees to
provide an option for needed transatlantic capacity at a
significantly discounted price.  In return, WorldCom has agreed
to a sum that results in a discounting of its disputed accounts
receivable and termination of certain contracts which had
minimum volume requirements.

The Settlement Agreement offers these benefits to WorldCom:

    A. WorldCom obtains $28,000,000 on an immediate basis.  This
       immediate influx of cash to WorldCom from C&W is
       particularly advantageous due to C&W's publicly reported
       financial challenges.  Had the disputes related to the
       C&W/WorldCom Agreements proceeded to litigation, there
       would be, in all likelihood, no resolution for at least a
       one to two year period of time.  Even assuming that
       WorldCom prevailed after litigation, there can be no
       guarantee of C&W's ability to satisfy a substantial
       judgment a year or two hence.

    B. The agreement allows WorldCom to obtain an option to
       acquire much needed transatlantic capacity at a
       discounted price.  WorldCom management believes that the
       value of this option is $4,300,000.

    C. Pursuant to WorldCom's allocation of the settlement
       amount, WorldCom received a fair price for the present
       value of the income stream represented by the minimum
       volume commitments of the SPSA, given the application of
       a discount rate appropriate to reflect the risk
       associated with C&W's expected ability to make payments
       over a 10-year period of time.

    D. The Settlement Agreement contains a general commitment by
       the Parties to negotiate in good faith a new business
       construct for a continued relationship between C&W and
       WorldCom.  This provision contemplates that C&W will
       continue to purchase services from WorldCom, thereby
       generating additional revenue for the Company.

    E. The Settlement Agreement will result in significant cost
       savings in terms of legal fees and related expenses.  The
       ten sets of contracts in dispute had varying dispute
       resolution clauses so that, unless the Parties
       subsequently agreed otherwise, these disputes would have
       been litigated in at least three different fora.  Based
       on the expense incurred in litigating just one of these
       contracts in the Pending Arbitration, it is reasonable to
       assume that WorldCom would have been required to expend
       several million dollars in legal fees, expert fees and
       other costs had all of the disputes relating to all of
       the C&W/WorldCom Agreements been litigated to conclusion.

    F. The Settlement Agreement will remove the uncertainty
       associated with the numerous disputes pending between
       WorldCom and C&W and will allow the parties to move
       forward with their business relationship.  WorldCom and
       C&W believe that the resolution of these disputes, which
       have plagued the relationship for years, will clear the
       way for new business opportunities and will eliminate or
       greatly reduce any ongoing problems that have adversely
       impacted the business relationship.

In exchange for these benefits, WorldCom made these concessions
to C&W:

    A. C&W obtained a release of the total amount of the
       Contested Accounts Receivable.

    B. C&W obtained a termination of the SPSA Agreement and the
       Internet Service Agreement, both of which had minimum
       volume commitments.

An analysis of the four factors utilized by courts to determine
whether to approve a settlement or compromise clearly
demonstrates that the Settlement Agreement is "fair, reasonable,
and in the interest of the estate," and therefore should be
approved.  These factors are:

    A. Likelihood of Success on the Merits: C&W has disputed
       $32,200,000 in billings rendered by WorldCom pursuant to
       the C&W/WorldCom Agreements.  WorldCom believes that it
       would prevail on some, but not all, of the claims related
       to the Contested Accounts Receivable.  Nevertheless,
       potentially significant issues do exist with other
       material amounts of the Contested Accounts Receivable.  
       Thus, WorldCom believes that the compromise reached with
       respect to the Contested Accounts Receivable represents a
       reasonable resolution, given the uncertainty and risks
       attendant to litigating these claims.

    B. Likely Difficulties in Collection: The Settlement
       Agreement provides for an immediate payment of
       $28,000,000.  Absent a settlement agreement, WorldCom
       would be forced to litigate these claims, with the
       opportunity for any recovery of any amount delayed for at
       least one or two years.  Similarly, pursuant to the
       Settlement Agreement, WorldCom will realize amounts from
       the early termination of the SPSA and the ISA. Without
       this agreement, WorldCom would have to rely on C&W's
       ability to make minimum volume requirement payments
       under the SPSA through 2013.  WorldCom cannot know with
       any certainty whether C&W would be in a position to
       satisfy a substantial judgment obtained one to two years
       from now, or to make minimum volume requirement payments
       through 2013. The Settlement Agreement, therefore, avoids
       the risk that C&W will not be able to make payments in
       the future.

    C. Complexity, Expense, Inconvenience, and Delay: MCI
       WorldCom and C&W have been engaged in disputes relating
       to the C&W/WorldCom Agreements for over two years.  The
       parties are already engaged in one arbitration that cost
       both sides hundreds of thousands of dollars in
       litigation-related expenses.  The current disputes
       between the Parties involve complex issues of contract
       interpretation, the state of the telecommunications
       industry, WorldCom's business, and various economic
       calculations, all of which are likely to involve numerous
       experts on both sides.  Given the parties' experience in
       the earlier arbitration, hundreds of thousands, if not
       millions, of pages of documents will need to be reviewed
       and exchanged.  It will take a year, or more, to resolve
       all of the current disputes between WorldCom and C&W.  
       Using past costs as a guide, it likely would cost the
       parties millions to litigate the current disputes to
       completion.  The resulting uncertainty and delay would
       only further strain the relationship between C&W and
       WorldCom.  WorldCom believes that a definitive resolution
       of all existing and potential disputes with C&W, rather
       than engaging in factually complex, "paper intensive"
       litigation, is the most cost effective path to follow.

    D. Paramount Interest of Creditors:  Approval of the
       Settlement Agreement is in the best interests of the
       creditors.  First and foremost, the settlement will
       result in the recovery of $28,000,000 in cash payments by
       WorldCom's estate.  In addition, it provides WorldCom
       with an option valued at $4,300,000 to obtain
       transatlantic capacity.  Finally, the Settlement
       Agreement establishes a platform for the Parties to
       launch a new, mutually profitable business construct.  As
       a result, the Settlement Agreement will maximize the
       opportunity for substantial revenues to continue to flow
       into the estate. The proposed settlement of the
       C&W/WorldCom Agreements disputes will bring a prompt,
       inexpensive, comprehensive, and favorable resolution to
       these matters. (Worldcom Bankruptcy News, Issue No. 21;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***