TCR_Public/030313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 13, 2003, Vol. 7, No. 51

                           Headlines

ADELPHIA BUSINESS: Asks Court to Modify Final Beal DIP Order
ADELPHIA COMMS: Equity Committee Wants Nod to Hire Hewitt Assoc.
AHOLD: Appoints Dudley Eustace as Interim Chief Fin'l Officer
AIR CANADA: Strikes Five-Year Supply Agreement with HEICO Corp.
AIR CANADA: February Revenue Passenger Miles Slides-Down 7.9%

AMERICREDIT CORP: Completes Operating Plan Restructuring
ANC RENTAL: Wins Interim Nod to Continue Auto Claims Procedures
ARCH WIRELESS: Dec. 31 Working Capital Deficit Widens to $41MM
ARMSTRONG HOLDINGS: Royce & Assoc. Discloses 5.85% Equity Stake
ASIA GLOBAL CROSSING: Completes Asia Netcom Transaction

AVERY COMMS: Hires KBA Group to Replace King Griffin as Auditors
BE AEROSPACE: Weak Financials Spur S&P to Ratchet Rating to B+
BUDGET GROUP: Fuller & Thaler Dumps Equity Stake
COLUMBIA LABORATORIES: Balance Sheet Insolvency Widens to $8MM
COMMUNICATION DYNAMICS: Panel Gets OK to Hire Deloitte & Touche

CONSECO FINANCE: S&P Drops Various Related ABS Ratings to D
CONSECO INC: Court Approves Stipulation with BofA & JPMorgan
CONSOLIDATED FREIGHTWAYS: Canadian Units Agree to Sell Assets
COX TECHNOLOGIES: Jan. 31 Balance Sheet Upside-Down by $2.2 Mil.
DEL MONTE FOODS: Reports Improved Fiscal 2003 Q3 Fin'l Results

DICE INC: Court Fixes March 31, 2003 as General Claims Bar Date
DIVINE, INC.: Agrees to Give $14 Million to marchFIRST Trustee
E*TRADE GROUP: Elects R. Jarrett Lilien as President and COO
ECHOSTAR COMMS: Set to Launch EchoStar IX Satellite in May
ECI-NEVADA CORP: Voluntary Chapter 11 Case Summary

ECI-TEXAS LP: Voluntary Chapter 11 Case Summary
ELEC COMMS: Fiscal 2002 Results Show Decline in Performance
EMAGIN: Travelers Ins. Further Extends Note Maturity to June 30
ENCOMPASS SERVICES: Claims Classification & Treatment Under Plan
ENROCK LP: Ch. 11 Case Summary & 10 Largest Unsecured Creditors

ENROCK MANAGEMENT: Voluntary Chapter 11 Case Summary
ENRON COMMUNICATIONS: Voluntary Chapter 11 Case Summary
ENRON CORP: Pushing for Approval of Pilkington Settlement Pact
ENUCLEUS INC: Completes $1.7 Million Debt Conversion Transaction
EOTT ENERGY: Names Thomas M. Matthews as New Chairman & CEO

FASTENTECH: S&P Withdraws B-/BB Sr Sub. Note & Bank Loan Ratings
FEDERAL-MOGUL: Wants to Enter into Bank Mendes Netting Agreement
FISHER COMMS: Cascade Investments Discloses 5.3% Equity Stake
FURR'S RESTAURANT: AMEX Will Halt Trading Effective Monday
GENUITY INC: Court Establishes April 18, 2003 as Claims Bar Date

GIANT INDUSTRIES: Further Cuts 4th Quarter Net Loss to $530K
GOODYEAR TIRE: Taps DoveBid to Conduct Auction of Certain Assets
GP CAPITAL FUNDING: Fitch Upgrades Two Low-B-Rated Note Classes
HORIZON NATURAL: Robert C. Scharp Resigns as Acting CEO & Chair
INTEGRATED HEALTH: Rotech to Exchange Up to $300MM in 9.5% Notes

INTERWAVE COMMS: Inks 3-Year OEM Agreement for CDMA2000 Products
KAISER ALUMINUM: Court Okays Deloitte & Touche as Accountant
LA QUINTA: Fitch Assigns BB- Rating to Planned $250MM Sr. Notes
MAGELLAN HEALTH: Secures Okay to Honor Prepetition Obligations
MAGELLAN HEALTH: Cash Collateral Use Approved through April 23

MARCHFIRST: Ch. 7 Trustee Enters Pact to Preserve DWH's Assets
MARINA CAPITAL: Case Summary & 20 Largest Unsecured Creditors
MARTIN INDUSTRIES: Employee Trust Discloses 30.23% Equity Stake
MOBILE TOOL: Bringing-In Wilson Auction as Equipment Auctioneer
NASH FINCH: Hires Ernst & Young to Audit 2002 Fin'l Statements

NATIONAL CENTURY: US Trustee Appoints NPF VI Creditor Committee
NAT'L STEEL: Western Int'l Upbeat about US Steel Buying Company
NATIONSRENT INC: Settles Certain Disputes with Debis Financial
NETIA: US Court Gives Force to Polish & Dutch Court Decisions
NETWORK COMMERCE: 2 Patent Infringement Suit Settlements Okayed

NEW HORIZONS: Dec. 31 Working Capital Deficit Stands at $4 Mill.
NORTEK INC: Full-Year 2002 Financial Results Show Strong Growth
NRG ENERGY: Hearing to Dismiss Involuntary Set for Mar. 27
PAC-WEST TELECOMM: Urges California PUC to 'Stay The Course'
PATHNET: Hires Telecom Asset to Sell Strategic Network Assets

PEABODY ENERGY: S&P Rates Senior Bank Loan & Notes at BB+/BB-
PURCHASEPRO.COM: Balks at UST's Action to Convert Case to Ch. 7
REGUS BUSINESS: Court Establishes April 7, 2003 Claims Bar Date
RESOURCE AMERICA: Trapeza Funding Closes $400 Million Offering
RFS ECUSTA: Committee Asks Court to Convert Cases to Chapter 7

RITE AID CORPORATION: February Same-Store Sales Climb 3.2%
SAFETY-KLEEN: Disclosure Statement Hearing Continues on Mar. 20
SPECIAL DEVICES: S&P Revises Outlook to Developing from Negative
SPIEGEL GROUP: Securitizations End & Bankruptcy Risk Increases
STEWART ENTERPRISES: Q1 2003 Results Show Slump in Performance

SYNSORB: Obtains Financing to Venture into Oil & Gas Business
TCW/CAMIL HOLDING: Case Summary & 4 Largest Unsecured Creditors
TRUMP CASINO: Offering $485M Mortgage Notes in Private Placement
UNITED AIRLINES: Wants Plan Filing Exclusivity Extended to Oct 6
VENCOR INC: Cohen & Steers Discloses 11.9% Ventas Equity Stake

VENTAS INC: Will Present at SSB REIT CEO Conference on Monday
WASHINGTON MUTUAL: S&P Assigns Low-B Preliminary Notes Ratings
WEIGHT WATCHERS: S&P Ups Credit & Senior Secured Ratings to BB
WESTAR: Fitch Affirms Low-B Ratings over Positive Credit Events
WHEELING-PITTSBURGH: Dimensional Reports 7.52% WHX Equity Stake

WORLDCOM INC: Wants Court Nod to Hire Spaulding & Slye as Broker
XETEL CORPORATION: Files Plan and Disclosure Statement in Texas

* Airlines Predict War with Iraq Will Aggravate Industry Crisis
* Bloomberg Markets Magazine Ranks Top US Bankruptcy Law Firms
* Judge Blackshear Implements New Calendar Procedures
* Leading Team of Franchise Attorneys Joins Nixon Peabody LLP

* DebtTraders' Real-Time Bond Pricing

                           *********

ADELPHIA BUSINESS: Asks Court to Modify Final Beal DIP Order
------------------------------------------------------------
Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that Beal had agreed in principle, at the outset of the
Beal DIP Credit Facility, to permit the pending settlement with
the PHT Partners as to the Disproportionate Distributions
provided that the settlement:

     -- afforded no recourse by the PHT Partners to any of the
        Adelphia Business Solutions Debtors or ABIZ Pennsylvania
        or ABIZ Capital; and

     -- was secured by no property of ABIZ Pennsylvania or any
        other guarantor or borrower except for a pledge by ABIZ
        Pennsylvania of the Partnership Interest Collateral.

Those conditions proved to be unacceptable to the PHT Partners.
To address the concerns of the PHT Partners, in the settlement
as structured, the PHT Partners would retain full recourse to
ABIZ Pennsylvania and would receive a lien on and security
interest in the Pennsylvania Contract Collateral, and Beal would
receive a lien on and security interest in the Partnership
Interest Collateral.  Beal's lien on and security interest in
the Partnership Interest Collateral, which had been expressly
excluded in both the Beal DIP Final Order and the Beal DIP
Credit Agreement at the outset of the Beal DIP Credit Facility
now can be granted, without violating the Partnership Agreement,
as the consent of the PHT Partners to the lien is being granted
as part of the settlement.

According to Ms. Liu, Beal is willing to grant its consent to
the settlement, as now structured in the Settlement Documents.
To implement the settlement within the context of the Beal DIP
Credit Facility, Beal is requiring the Debtors, as the
borrowers, and ABIZ Pennsylvania and ABIZ Capital, as the
guarantors, under the Beal DIP Credit Facility, to execute and
deliver a certain Amendment No. 1 to the Existing Beal DIP
Credit Agreement, which amendment is dated as of December 30,
2002.  The Beal Amendment provides for:

     -- the grant by ABIZ Pennsylvania of a lien on and security
        interest in Beal's favor in the Partnership Interest
        Collateral; and

     -- certain amendments necessary or appropriate to introduce
        certain notice and other covenants and other provisions
        relating to the Partnership or the settlement, or to
        grant relief from certain covenants and other provisions
        that would be inconsistent with the purposes and intents
        of the settlement.

The effectiveness of the Beal Amendment is subject to certain
conditions including:

     -- the payment by the Debtors and ABIZ Pennsylvania of a
        $20,000 amendment fee to Beal, and their payment of
        Beal's counsel's reasonable fees and expenses;

     -- the effectiveness of the Beal/ACOM Subordination
        Amendment and a certain pledge amendment contemplated by
        the Beal Amendment and relating to the Partnership
        Interest Collateral; and

     -- the entry by this Court of an order authorizing and
        approving the settlement, the Beal Amendment, the Beal
        Pledge Amendment, the Beal/ACOM Subordination Amendment
        and the other transactions being effected in connection
        with the settlement.

Except as so modified, the Beal Final DIP Order would remain in
full force and effect.

Thus, the ABIZ Debtors ask the Court to modify the Beal Final
DIP Order to grant or permit liens not previously granted or
permitted.

Ms. Liu tells the Court that ACOM's consent to the settlement
also is required, inasmuch as ACOM purports to hold a lien on
and security interest in the Partnership Interest Collateral and
the Pennsylvania Contract Collateral in connection with the ACOM
DIP Financing that, if effective, would be senior in priority to
the lien and security interest therein now being granted to the
PHT Partners.  Subordination of ACOM's lien and security
interest is a necessary element to consummation of the
settlement.  ACOM's consent is not otherwise required in
connection with the settlement.

The effective relative priority among the PHT Partners, Beal and
ACOM in and to the Partnership Interest Collateral and the COPA
Contract Collateral would be:

     -- as to the Partnership Interest Collateral:

        (1) the PHT Partners -- up to the PHT Priority Amount;

        (2) Beal;

        (3) ACOM; and

        (4) the PHT Partners -- insofar as their full claim
            exceeds the PHT Priority Amount; and

     -- as to the COPA Contract Collateral:

        (1) Beal;

        (2) the PHT Partners -- up to the PHT Priority Amount;

        (3) ACOM; and

        (4) the PHT Partners -- insofar as their full claim
            exceeds the PHT Priority Amount.

In the event that the lien and security interest in ACOM's favor
in the Partnership Interest Collateral were to be invalidated,
then the PHT Partners' first priority lien thereon would not be
limited by the PHT Priority Amount.

The relative priority among the PHT Partners, Beal and ACOM in
and to the Partnership Interest Collateral and the COPA Contract
Collateral is established by virtue of the interplay among:

     -- the ACOM/PHT Intercreditor Agreement;

     -- the Beal/PHT Intercreditor Agreement; and

     -- the Existing Beal/ACOM Subordination Agreement. (Adelphia
        Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ADELPHIA COMMS: Equity Committee Wants Nod to Hire Hewitt Assoc.
----------------------------------------------------------------
The Equity Committee appointed in the chapter 11 cases involving
the Adelphia Communications Debtors has retained Hewitt
Associates LLC, a well regarded executive compensation
consultant and advisor specializing in the analysis of
compensation programs to attract, retain, motivate and reward
key executives, employees and directors.  The Equity Committee
believes that substantial benefit would inure to the ACOM
Debtors' estates, and other stakeholders in these cases, as a
result of the Equity Committee's procurement of analysis and
expert testimony from an advisor whose expertise in the area is
widely acknowledged, and whose reputation in this area is beyond
reproach.

The Equity Committee, therefore, wants to retain and employ
Hewitt Associates LLC to prepare and provide expert testimony on
behalf of the Equity Committee and its counsel, Sidley Austin
Brown & Wood LLP, in connection with the hearing on the ACOM
Debtors' Employment Motion.

Norman N. Kinel, Esq., at Sidley Austin Brown & Wood LLP, in New
York, relates that the Equity Committee has selected Hewitt
based on its experience in providing advice, analysis, and
expert testimony with respect to a wide variety of employment
related issues including executive compensation, and based on
Hewitt's expertise and experience with executive employment with
respect to the telecommunications industry in general and the
cable business in particular.  Hewitt is one of the leading
executive compensation consulting firms, specializing in the
analysis of compensation programs to attract, retain, motivate
and reward key executives, employees and directors.  Founded in
1943, Hewitt's client roster includes more than half of the
Fortune 500 companies and more than a third of Fortune Global
500 companies. As the largest multi-service human resource
delivery provider in the world, Hewitt handles more than 53
million HR-related customer interactions a year from more than
13 million participants.  For 60 years, Hewitt has been
pioneering HR ideas, services, and products to improve its
clients' business results.

Subject to this Court's approval, Hewitt will seek compensation
for its services at its standard hourly rates plus reimbursement
of out-of-pocket expenses incurred in performing services for
the Debtors.  The Debtors current hourly rates range from:

        Senior Consultants                  $525
        Junior Consultants                  $200

The professionals who primarily will render services in these
cases and their corresponding hourly rates are:

        Michael Sorensen, Senior Consultant       $525
        Michael Groenendaal, Senior Consultant    $475

To the extent that Hewitt provides advisory services to Sidley
in connection with litigation matters, Mr. Kinel states that
Hewitt's work will be performed at the sole direction of Sidley
and will be solely and exclusively for the purpose of assisting
Sidley in its representation of the Equity Committee.  As a
result, Hewitt's work may be of fundamental importance in the
formation of mental impressions and legal theories by Sidley,
which may be used in counseling the Equity Committee and in the
representation of the Equity Committee.  Accordingly, in order
for Sidley to carry out its responsibilities, it may be
necessary for Sidley to disclose its legal analysis as well as
other privileged information and attorney work product.  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 Hewitt in connection with
its assistance of Sidley in the Litigation be deemed to be
protected from discovery, if at all, to the same extent that the
law would provide if Hewitt had been employed directly by
Sidley.  In this regard, the Equity Committee seeks an order
that provides that the confidential and privileged status of the
Hewitt Litigation Work Product will not be affected by the fact
Hewitt has been retained by the Equity Committee rather than by
Sidley.

Hewitt Secretary C. Lawrence Connolly III, assures the Court
that the firm has not provided services to, and has no
relationship with:

     -- the Debtors;

     -- their major creditors or equity security holders; or

     -- any other significant parties-in-interest in these cases,
        in any matter relating to these cases.

In addition, the principals and professionals of Hewitt:

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

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

     -- are "disinterested persons" within the meaning of Section
        101(14) of the Bankruptcy Code. (Adelphia Bankruptcy
        News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 40 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AHOLD: Appoints Dudley Eustace as Interim Chief Fin'l Officer
-------------------------------------------------------------
The Ahold (NYSE:AHO) (Other OTC:AHODF) Supervisory Board has
appointed Dudley Eustace to the Corporate Executive Board as
interim Chief Financial Officer, effective immediately.

Remarks by Henny de Ruiter, Chairman of the Ahold Supervisory
Board: "We are pleased that we have been able to attract a
highly-respected executive as interim-CFO, Dudley Eustace has an
outstanding track record and an excellent reputation in the
financial markets and we look forward to working with him. His
commitment is evidence that Ahold is a formidable industry
player. Despite the current challenges we face, our core food
businesses around the world are in solid shape and focused on
their daily operations."

Eustace, 66, is a British national. He is non-executive Chairman
of Smith & Nephew plc, a London-based global leader in advanced
medical devices. He will continue to fulfill his duties at Smith
& Nephew while overseeing the financial restructuring at Ahold.
Eustace was appointed Chairman of Smith & Nephew in January
2000, following a year as Deputy Chairman. Prior to that,
Eustace was based in the Netherlands between 1992 and 1999 as
Deputy Chairman and Director of Finance at Royal Philips
Electronics N.V. He was previously Director of Finance at
British Aerospace plc and Treasurer of Alcan Aluminium Ltd.

Eustace is currently a non-executive director of KLM Royal Dutch
Airlines N.V., Royal KPN N.V., Hagemeyer N.V., and Aegon N.V.

"I am delighted to be able to assist Ahold," said Eustace. "My
priority is to stabilize the financial fundamentals of Ahold and
to assist in the recruitment of a permanent full-time Chief
Financial Officer for the business, hopefully by the end of the
year. The confirmation last week of the Euro 3.1 billion credit
facility announced February 24 is a vote of confidence in the
company's long-term viability."

                  Transition Period Completed

On February 24, 2003 the Supervisory Board announced that Ahold
President and Chief Executive Officer Cees van der Hoeven and
Chief Financial Officer Michael Meurs would resign but that they
would stay on for an appropriate period of time in order to
effect an orderly transition of affairs. This transitional
period has been completed today.

Effective March 11, 2003 the Ahold Executive Board consists of
Henny de Ruiter (Supervisory Board Chairman); Jan Andreae
(Europe); Dudley Eustace (interim-CFO); Bill Grize (U.S. retail
operations); Jim Miller (U.S. foodservice operations); and Theo
de Raad (Latin America & Asia).

As reported in Troubled Company Reporter's February 26, 2003
edition, Moody's Investors Service downgraded the senior
unsecured debt ratings of Koninklijke Ahold N.V. and guaranteed
entities to B1 from Baa3 and the subordinated debt ratings to B2
from Ba1. Moody's also assigned a senior implied rating of Ba3
and an issuer rating of B1. All ratings remain on review for
further downgrade, where they were placed yesterday following
Ahold's announcement of a material accounting restatement and
continuing investigation into accounting irregularities at its
US Foodservice operations. The downgrade reflects Moody's view
that the accounting announcement and related management turnover
create significant uncertainty for debt holders. Additionally,
we believe that Ahold has a large amount of short term debt
outstanding that relies on the continued and uncertain
availability of bank lines as a source of alternate liquidity.

Koninklijke Ahold NV's 6.375% bonds due 2007 (AHOD07NLR1) are
trading at about 73 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AHOD07NLR1
for real-time bond pricing.


AIR CANADA: Strikes Five-Year Supply Agreement with HEICO Corp.
---------------------------------------------------------------
HEICO Corporation (NYSE:HEI) (NYSE:HEI.A) has entered into a
five-year supply agreement with Air Canada, providing for a
Strategic Relationship between HEICO's Flight Support Group and
Air Canada's engineering and maintenance division, Air Canada
Technical Services.

The Strategic Relationship is the fifth such unique relationship
between HEICO Aerospace and a major international airline. HEICO
has partner positions with Lufthansa, American Airlines, United
Airlines, and Delta Air Lines, in addition to the new Strategic
Relationship with ACTS.

The Strategic Relationship will accelerate HEICO's efforts in
developing a broad range of aircraft and engine parts slated for
FAA approval. Subject to the terms of the agreement, ACTS has
agreed to purchase these newly developed parts and almost all
applicable HEICO Aerospace FAA Approved parts on an exclusive
basis from HEICO Aerospace. In addition, ACTS will present new
opportunities to develop additional FAA Approved replacement
parts to HEICO Aerospace.

HEICO Aerospace is the world's largest independent designer,
manufacturer, and distributor of FAA Approved Replacement Parts
for jet engines and aircraft components. Its global and growing
customer base includes most airlines and overhaul facilities
worldwide that service commercial aircraft components and jet
engines. ACTS is one of North America's largest and most
successful providers of MRO services to the airline industry,
focusing almost exclusively on modern equipment, including CFM56
and PW4000 engines, as well as A320-series, A330, A340, 747-400,
767, and CRJ aircraft and components that are overhauled for
over 60 customers worldwide, including Air Canada and all of its
subsidiary airlines.

Robin Wohnsigl, President of Air Canada Technical Services
stated, "We are extending our long term relationship with HEICO
for the supply of approved replacement parts which results in
significant savings compared to OEM parts. In today's airline
environment, every dollar saved is critical to our financial
success."

Eric A. Mendelson, HEICO Aerospace's President and Chief
Executive Officer, commented "HEICO Aerospace generates critical
value for our customers by developing additional FAA Approved
Replacement Parts which offer airlines a choice in an otherwise
monopoly environment. Air Canada, like Lufthansa, American
Airlines, United Airlines, and Delta Air Lines, partnered with
HEICO to increase the quality and availability of replacement
parts at a reduced cost. We look forward to the continuation of
our 27-year relationship with Air Canada and welcome other
airlines to join our highly successful alliance. Through this
additional momentum, all of HEICO's customers worldwide will
benefit."

Laurans A. Mendelson, HEICO Corporation's Chairman, President
and Chief Executive Officer, noted, "This alliance represents
the continuation of a carefully planned strategy to continue
growing HEICO into a unique aerospace company. HEICO is proud to
have Air Canada as its partner."

HEICO Corporation is engaged primarily in certain niche segments
of the aerospace, defense and electronics industries through its
Hollywood, FL-based HEICO Aerospace Holdings Corp. subsidiary
and its Miami, FL-based HEICO Electronic Technologies Corp.
subsidiary. HEICO's customers include a majority of the world's
airlines and airmotives as well as numerous defense contractors
and military agencies worldwide, in addition to communications,
electronics and medical equipment manufacturers. For more
information about HEICO, please see http://www.heico.com

The stock symbols for HEICO's two classes of common stock on
most web sites are HEI and HEI.A. However, some web sites change
HEICO's Class A Common Stock symbol (HEI.A) to HEI/A or HEIa.

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its long-term corporate credit rating on Air
Canada to 'B' from 'B+'. At the same time, the ratings on
Canada's largest airline were placed on CreditWatch with
negative implications, reflecting higher-than-expected operating
losses and diminishing sources of backup liquidity from
available collateral.

In addition, the company faces difficult prospects for 2003 due
to strong domestic competition, increased fuel costs, and the
near-term prospect of a war between the U.S. and its allies
against Iraq.


AIR CANADA: February Revenue Passenger Miles Slides-Down 7.9%
-------------------------------------------------------------
Air Canada mainline flew 7.9 per cent fewer revenue passenger
miles in February 2003 than in February 2002, according to
preliminary traffic figures. Capacity decreased by 4.1 per cent,
resulting in a load factor of 73.7 per cent, compared to 76.8
per cent in February 2002; a decrease of 3.1 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 9.5 per
cent greater revenue passenger miles in February 2003 than in
February 2002, according to preliminary traffic figures.
Capacity decreased by 2.0 per cent, resulting in a load factor
of 63.2 per cent, compared to 56.6 per cent in February 2002; an
increase of 6.6 percentage points.

"The North American markets for February again saw much higher
competitive capacity, particularly from low cost carriers. We
reduced our domestic capacity significantly, primarily on high
frequency routes, limiting the decline in load factor at the
mainline. At Jazz, our regional airline, the domestic load
factor rose 7.3 percentage points," said Rob Peterson, Executive
Vice President and Chief Financial Officer.

"Our international markets, very robust for close to a year,
were negatively impacted this month by depressed demand
reflecting the threat of war," said Mr. Peterson.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


AMERICREDIT CORP: Completes Operating Plan Restructuring
--------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) has substantially completed the
restructuring outlined in its revised operating plan announced
in February. The objective of that plan is to position
AmeriCredit to generate positive cash flow by the June 2003
quarter and build its liquidity thereafter, and the Company is
currently on target to meet that objective.

As planned, the Company has scaled back its origination platform
in its effort to originate approximately $750 million per
quarter by June 2003. Loan volume for the current quarter is
still expected to be approximately $1.3-1.5 billion. The Company
has completed its workforce reduction and branch consolidation.
AmeriCredit currently services more than 10,000 automobile
dealers in all 50 states.

AmeriCredit also has renewed the one-year component of its $2
billion master warehouse credit facility. When combined with
remaining facilities, AmeriCredit now has $4 billion in
committed credit facilities, with approximately 75 percent of
these commitments having maturities greater than one year. The
Company remains in compliance with all covenants in its
warehouse credit facilities. AmeriCredit continues to pursue the
permanent funding of its receivables including future asset-
backed securitizations.

As scheduled, AmeriCredit will report its most recent monthly
securitization pool results on March 12 at
http://www.americredit.com Liquidated receivables (credit
losses in the securitization pools) have increased in part due
to the Company's strategy to aggressively repossess late-stage
delinquencies. The Company is also experiencing the traditional
seasonal improvement in delinquencies.

All trusts complied with performance triggers in February. The
Company received cash distributions of $28 million (net of swap
payments), including $14 million from FSA-insured trusts.
AmeriCredit still expects some trusts to breach performance
triggers in the first half of 2003, which may delay additional
cash receipts from FSA-insured trusts through mid-2004.

AmeriCredit is reiterating its previous forecast that annualized
net charge-offs for its managed portfolio will peak in the 7.0-
7.9% range during the first half of calendar year 2003 before
declining to the 6.0-6.9% range later this year.

AmeriCredit Corp., is one of the largest independent middle-
market auto finance companies in North America. Using its branch
network and strategic alliances with auto groups and banks the
company purchases retail installment contracts entered into by
auto dealers with consumers who are typically unable to obtain
financing from traditional sources. AmeriCredit has more than
one million customers and $16 billion in managed auto
receivables. The company was founded in 1992 and is
headquartered in Fort Worth, Texas. For more information, visit
http://www.americredit.com

As reported in Troubled Company Reporter's February 3, 2003,
Fitch Ratings lowered AmeriCredit Corp.'s senior unsecured
rating to 'B+' from 'BB'. The ratings have been lowered and
removed from Rating Watch Negative where they were placed on
January 17, 2003. The Rating Outlook is now Negative.
Approximately $375 million of senior unsecured debt is affected
by this rating action.

Fitch's rating action reflects deterioration in asset quality
beyond expectations coupled with concerns regarding liquidity
and ongoing access to the asset-backed securities markets.
AmeriCredit is experiencing higher net charge-offs due to lower
than expected recovery rates on repossessed vehicles. Fitch
believes that used car prices will remain pressured due to
continued high incentive financing, which indirectly depresses
used car values. Furthermore, given the weaker economic
environment, consumer defaults will likely remain at elevated
levels over the near to intermediate term. As such, Fitch
believes that AmeriCredit will remain challenged to control
credit quality in an environment where structural changes in the
used car market have negatively impacted the company's operating
performance. Fitch's Negative Rating Outlook reflects this
difficulty.


ANC RENTAL: Wins Interim Nod to Continue Auto Claims Procedures
---------------------------------------------------------------
Judge Walrath authorizes ANC Rental Corporation and its debtor-
affiliates on an interim basis to continue these procedures by
which the Debtors may:

   A. manage the costs of defending the Claims including the
      Defense Costs;

   B. make First Party Coverage Costs; and

   C. implement a range of settlement parameters that would
      able payment of the Settlement Amounts, all subject to
      these aggregate caps:

      1. Except as provided in the Orders approving retention of
         Ordinary Course Professionals, the Debtors may continue
         to pay the First Party Coverage Costs and the Defense
         Costs without further notice or Court approval.  The
         Debtors will provide a monthly report of the payment of
         all Costs to the Court, the United States Trustee and
         the Notice Parties;

      2. The Debtors, in their sole discretion, may settle
         individual Claims without further notice and without
         further Court approval if the settlements are within
         these parameters:

         a. the face amount of the settlement of any individual
            Claim is not more than $50,000;

         b. the face amount of the settlement of any individual
            Claim is between $50,001 and $100,000, provided the
            settlement is not more than 80% of the amount
            reserved on the Debtors' books and records with
            respect to the Claim; and

         c. the face amount of the settlement of any individual
            Claim is between $101,000 and $650,000, provided the
            settlement amount is not more than 60% of the
            Reserve;

      3. If the Debtors settle an individual Claim in which the
         face amount of the settlement is between $50,001 and
         $650,000 but the settlement amount exceeds the
         percentage of Reserves set or if the settlement amount
         exceeds $650,000, in either event, the Debtors will
         provide notice of the proposed settlement to the Notice
         Parties who will have 15 days in which to notify the
         Debtors of an objection to the proposed settlement.  If
         the Debtors are advised of an objection, the Debtors
         will file a motion seeking approval of the settlement
         with the Court providing appropriate notice only to the
         settling party, the U.S. Trustee, the Notice Parties and
         any party requesting notice in these cases;

      4. The Debtors will provide a Monthly Settlement Report,
         including a Cost Report, of all settlements to the
         Court, the U.S. Trustee and the Notice Parties; and

      5. The Debtors may only settle Claims and pay the Costs,
         provided that the total monthly payments of the
         Settlement Amounts, the Defense Costs and the First
         Party Coverage Costs do not, in the aggregate, exceed
         $8,000,000 per month.  Commencing April 1, 2002, if the
         Monthly Cap is not reached in any given month, the
         unused portion will carry over to each succeeding month.

The Order will be effective until April 25, 2003. (ANC Rental
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARCH WIRELESS: Dec. 31 Working Capital Deficit Widens to $41MM
--------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN), a leading
wireless messaging and mobile information company, announced a
consolidated net loss of $8.3 million, for the fourth quarter
ended December 31, 2002, compared to a net loss to common
stockholders of $191 million, for the fourth quarter of 2001.

For the twelve months ended December 31, 2002, net income was
$1.7 billion, compared with a net loss to common stockholders of
$1.6 billion for 2001. Net income for 2002 included various
bankruptcy-related items, including a $1.6 billion gain from the
discharge and termination of debt upon Arch's emergence from
Chapter 11 on May 29, 2002.

Consolidated revenues for the fourth quarter of 2002 totaled
$182 million, compared to $251 million for the fourth quarter of
2001. Consolidated revenues for 2002 totaled $819 million while
net cash provided by operating activities was $206.7 million,
compared to $47.4 million for 2001.

Arch's financial results for the year ended December 31, 2002
include separate operating results and cash flows of the
business prior to its emergence from bankruptcy (the Predecessor
Company), and operating results and cash flows after emergence
from bankruptcy (the Reorganized Company), reflecting the
application of "fresh-start" accounting that resulted from
Arch's emergence from its Chapter 11 reorganization.
Consequently, and due to other reorganization-related events and
adjustments, the Predecessor Company's financial statements for
the five-month period ended May 31, 2002 are not comparable to
the Reorganized Company's financial statements for the seven-
month period ended December 31, 2002.

Arch reported a net decline of 503,000 messaging units in
service during the fourth quarter of 2002. The Company's
subscriber base reduced by an additional 276,000 units during
the quarter related to the partial divestiture of its interest
in two Canadian subsidiaries. Total units in service at
December 31, 2002 were 5,640,000.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $41 million.

"Fourth quarter operating results were consistent with our
expectations," said C. Edward Baker, Jr., chairman and chief
executive officer. "Clearly, the paging and wireless messaging
industry continues to face both competitive and economic
pressures." Baker added: "However, we also made steady progress
during the quarter to reduce operating expenses and help offset
lower revenues."

Baker also indicated that the Arch Wireless, Inc., annual
meeting of shareholders will be held on May 8, 2003 in Boston,
Massachusetts, and further noted that the company intends to
seek shareholder approval of an amendment to its certificate of
incorporation which, if approved, would prohibit any transfers
by Arch stockholders of shares of Arch common stock to a
stockholder that already holds 5% or more of Arch's common stock
and would prohibit transfers to any other person, entity or
group that, if consummated, would result in their owning 5% or
more of Arch's common stock. Baker added: "This proposal is
intended to help protect the tax benefits associated with Arch's
net operating loss carryforwards (NOL) and other federal income
tax attributes and to enable all stockholders to realize the
long-term value of their investment in Arch."

J. Roy Pottle, executive vice president and chief financial
officer, noted: "Arch continued to reduce its debt during the
fourth quarter as its wholly owned subsidiary Arch Wireless
Holdings, Inc. completed optional redemptions of its 10% Senior
Subordinated Secured Notes due 2007." Pottle also noted: "Net
cash provided by operating activities for the year of $206.7
million and cash on hand funded net additions to property and
equipment of $84.4 million while $156.0 million was used to
repay long-term debt."

AWHI issued $200 million of the 10% Senior Subordinated Secured
Notes on May 29, 2002 in connection with Arch's Chapter 11
reorganization and redeemed $90 million principal amount of the
10% Senior Subordinated Secured Notes, plus accrued interest,
through yearend. AWHI redeemed an additional $10 million
principal amount of the notes, plus accrued interest, in
February, 2003 and provided notice of its intention to redeem an
additional $15 million of 10% Senior Subordinated Secured Notes,
plus accrued interest, on March 31, 2003.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States. It offers a full range
of wireless messaging and wireless e-mail services, including
mobile data solutions for the enterprise, to business and retail
customers nationwide. Arch provides services to customers in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico
and in the Caribbean principally through a nationwide sales
force, as well as through resellers, retailers and other
strategic partners. Additional information on Arch is available
on the Internet at http://www.arch.com


ARMSTRONG HOLDINGS: Royce & Assoc. Discloses 5.85% Equity Stake
---------------------------------------------------------------
In a regulatory filing dated January 31, 2003, Royce &
Associates LLC discloses to the Securities and Exchange
Commission that it beneficially owns 2,419,500 shares of
Armstrong Holdings, Inc.'s common stock, representing 5.95% of
the total shares issued.  Royce & Associates is an investment
adviser registered under Section 203 of the Investment Advisers
Act of 1940. (Armstrong Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Completes Asia Netcom Transaction
-------------------------------------------------------
Asia Global Crossing and China Netcom Corporation (Hong Kong)
announced that the Asia Netcom transaction has been completed.

Under the terms of the transaction, Asia Netcom, a company
organized by China Netcom on behalf of a consortium of
investors, acquired substantially all of Asia Global Crossing's
operating subsidiaries, excluding Pacific Crossing Ltd. and
related entities. Details of the consortium are currently being
finalized.

"As Asia emerges as a regional economy and China's prominence in
the marketplace expands, it is evident that data demand between
China and the rest of Asia will accelerate. Asia Netcom links
its unparalleled pan-Asian network with China Netcom's vast
mainland capabilities to create a first-ever comprehensive
broadband network for the region," said Edward Tian, chairman
and chief executive officer of Asia Netcom and chief executive
officer of China Netcom Corporation. "I am very excited about
our new network and strategy and have full confidence in our
current management team."

"We began our restructuring process to create a solid foundation
for the company's future, and are pleased that we have
successfully completed the endeavor expeditiously and,
importantly, in a way that has not adversely affected our
customers and employees," said Jack Scanlon, chief executive
officer and vice chairman of the seller, Asia Global Crossing.

"From today forward, quite simply no other company will be able
to serve the data communications needs of enterprises and
carriers in Asia better than Asia Netcom. The value, reach,
flexibility, and responsiveness we offer are now further
enhanced by our relationship with China Netcom," said Bill
Barney, Asia Netcom president and chief operating officer. "We
have complete continuity of management and aim to work closely
with China Netcom not only to capture a large share of traffic
originated and terminated in China but also to extend the reach
of our service offering to both our own and China Netcom's
domestic customers."

The existing Asia-based Asia Global Crossing executive team will
continue to manage the operations of the company as employees of
Asia Netcom.

With the sale transaction completed, the Asia Global Crossing
Ltd., estate intends to submit a plan of reorganization to the
Bankruptcy Court. The plan will provide the framework for
distributing the assets of Asia Global Crossing's estate to Asia
Global Crossing's creditors.

Lazard served as financial advisor to Asia Global Crossing.
Salomon Smith Barney was the financial advisor to the Asia
Netcom consortium.

Asia Netcom provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers.


AVERY COMMS: Hires KBA Group to Replace King Griffin as Auditors
----------------------------------------------------------------
On March 1, 2003, King Griffin & Adamson P.C. resigned to allow
its successor entity, KBA Group LLP, to be engaged as Avery
Communications, Inc.'s independent public accountants. On
March 1, 2003, Avery engaged KBA Group LLP as its new
independent accountants. Avery's Board of Directors will ratify
management's decision to engage KBA Group LLP as its new
independent public accountants. As KBA Group LLP is a successor
entity to King Griffin & Adamson P.C.

Avery is a technology based service company which is engaged in
outsourced customer care and billing services for the
telecommunications and other industries.

At September 30, 2002, Avery Communications' balance sheet shows
a working capital deficit of about $17 million, and a total
shareholders' equity deficit of about $7 million.


BE AEROSPACE: Weak Financials Spur S&P to Ratchet Rating to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings,
including lowering the corporate credit rating to 'B+' from
'BB-', on BE Aerospace Inc. The ratings remain on CreditWatch
with negative implications, where they were placed on
February 11, 2003. Rated debt is about $850 million.

"The downgrade reflects BE Aerospace's continued weak financial
results, which, coupled with high debt levels, translate into
subpar credit protection measures," said Standard & Poor's
credit analyst Roman Szuper. "Furthermore, the operating
environment of the firm's primary market--the airline industry--
is very challenging, especially in the U.S, and it is likely to
deteriorate further if there is a war with Iraq," the analyst
added.

The ratings for Wellington, Fla.-based BE Aerospace reflect
risks associated with very difficult conditions in the airline
industry, high debt levels, and poor credit protection measures.
Those factors are partly offset by the company's position as the
largest participant in the commercial aircraft cabin interior
products market, a leading share of that business on corporate
jets, fairly efficient operations, and adequate liquidity. The
firm's large installed base typically generates demand for
generally higher-margin recurring retrofit, refurbishment, and
spare parts (60%-65% of revenues), with the balance from
products installed on new jetliner deliveries.

The consequences of the September 11, 2001, attacks and a soft
global economy have continued to depress commercial aviation. A
severe decline in air travel that followed the attacks
significantly exacerbated an already difficult operating
environment facing BE Aerospace's airline customers. In view of
poor financial performance, air carriers are conserving cash,
deferring refurbishment of cabin interiors, and scaling back
deliveries of new airplanes. Orders for business jets have also
slowed significantly, due to lower corporate profits and a
sluggish economy.

In response, BE Aerospace has implemented a cost-reduction
program (which is nearing completion) to adjust capacity by
closing five (out of 16) production facilities and cutting its
workforce by approximately 1,400 employees (30% of the
workforce). Restructuring and consolidation charges are expected
to total $155 million, of which $65 million are cash costs,
with the ongoing annualized cost reduction expected to be $30
million-$35 million. A lower cost structure should lead to
break-even operations in calendar 2003 (new fiscal year) and
modest positive free cash flow, barring a material deterioration
in airline industry conditions; substantially better performance
is anticipated once the market recovers. Credit protection
measures will be very weak in the near term, with debt to
capital in the low-90% area, net debt/EBITDA around 7x, and
EBITDA interest coverage about 1.5x, but gradual strengthening
is expected over the intermediate term.

Standard & Poor's will monitor ongoing developments to determine
their impact on credit quality. A prolonged potential war with
Iraq is likely to have a serious adverse impact on the airline
industry and its suppliers, including BE Aerospace. If the
conflict with Iraq is resolved peacefully or if the war has
limited consequences on commercial aviation, the ratings on BE
Aerospace are likely to be affirmed.


BUDGET GROUP: Fuller & Thaler Dumps Equity Stake
------------------------------------------------
In a regulatory filing dated February 13, 2003, Fuller & Thaler
Asset Management, Inc., a California corporation and an
investment advisor as defined in Section 240.13d-1(b)(1)(ii)(E)
of the Securities and Exchange Act and registered under Section
203 of the Investment Advisors Act of 1940, discloses to the
Securities and Exchange Commission that it has ceased to be the
beneficial owner of any shares of Budget Group Inc.'s common
stock. (Budget Group Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


COLUMBIA LABORATORIES: Balance Sheet Insolvency Widens to $8MM
--------------------------------------------------------------
Columbia Laboratories (AMEX: COB) announced financial results
for the fourth quarter and year ended December 31, 2002.

For the fourth quarter of 2002, the Company reported a net loss
of $6,734,160 on net sales of $2,346,055 as compared to a net
loss of $4,356,067 on net sales of $160,778 in the fourth
quarter of 2001.

The fourth quarter of 2002 marked the first full quarter of
promotion by the Company's dedicated 55-person sales force
through Innovex, L.P., a Quintiles company, and the initiation
of U.S. marketing and sales activities for Prochieve(TM) 8%
(progesterone gel), Advantage-S(R) Bioadhesive Contraceptive Gel
and RepHresh Vaginal Gel(TM).

For the twelve-month period ended December 31, 2002, the net
loss was $16,849,789 on net sales of $9,418,549 as compared to a
net loss of $15,845,627 on net sales of $2,153,854 in the twelve
months ended December 31, 2001.

"Although the overall results for both the quarter and the year
were disappointing, 2002 was an important year in which we
implemented strategies and tactics that will position the
company to be a commercial player in the women's health and
endocrinology markets." said Fred Wilkinson, president and chief
executive officer of Columbia. "During the fourth quarter, we
realized our first full quarter of promotional activities for
our women's health product line. As a result, we launched
Prochieve 8% and RepHresh Vaginal Gel, and re-launched
Advantage-S, to approximately 10,000 OB/GYN offices nationwide.
This marketing effort is an important step for Columbia, and
will make it possible for us to generate increasing U.S.
revenues from our portfolio of women's healthcare products."

Sales revenues during the fourth quarter were adversely affected
by a number of factors. First, the Company experienced slower
than anticipated prescriptions by the OB/GYNs during the launch
quarter of Prochieve 8%. However, based on January IMS data,
these trends are improving and the Company believes that
increases in Prochieve prescriptions indicate growing acceptance
of the product. Second, the Company experienced a reduction in
sales to its distribution partners due to the previously
reported industrial accident at Maropack, a contract packager.
Repairs were made and the facility is now fully operational,
enabling Columbia to deliver last year's orders to the affected
partners in January 2003. Third, the Company had slower than
anticipated placement of RepHresh and Advantage-S by pharmacy
retailers. These products now have distribution in all major
wholesale accounts as well as several major chains. Finally, the
Company elected to delay the introduction of Prochieve 4% until
2003; this product is now planned for launch before the end of
March 2003.

Wilkinson continued, "We made significant strides forward on the
next product in our pipeline, Striant(TM) (testosterone buccal
bioadhesive) for the treatment of hypogonadism. The NDA was
filed and accepted for review by the U.S. Food and Drug
Administration, and June 19, 2003 has been set as the goal date
to review and act on the NDA under the Prescription Drug User
Fee Act. We filed the U.K. application in November 2002, and
will file mutual recognition applications in the rest of Europe
following initial regulatory approval of the U.K. application."

During the fourth quarter of 2002, Columbia received a payment
of $1.125 million, the second of four equal quarterly
installments, from PharmaBio Development, Inc., a Quintiles
company. In exchange for these payments, Columbia will pay
PharmaBio a 5% royalty on the net sales of Columbia's current
women's healthcare products in the United States over the next
five years beginning with the first quarter of 2003.

Columbia also executed a marketing and supply agreement with
Ardana BioSciences Ltd., for the commercialization of Striant in
18 European countries. Under the terms of this agreement,
Columbia will receive total payments of $8 million, including $4
million in signature and milestone fees received in the fourth
quarter of 2002. Additional milestone payments totaling $2
million are due upon marketing approvals in major European
countries covered by the agreement. A performance payment of $2
million is also payable upon achievement of a certain level of
sales.

During the fourth quarter, Columbia completed another agreement
with Ardana for the co-development of a terbutaline vaginal gel
product and received an initial payment of $250,000 in the first
quarter of 2003. Under the terms of this agreement, Ardana will
be responsible for the next stage of development of this product
for the treatment of infertility, dysmenorrhea and
endometriosis.

The Company's December 31, 2002 balance sheet shows that total
liabilities eclipsed its total assets by over $8 million.

"As a result of the 2002 agreements with Quintiles (PharmaBio)
and Ardana, the Company received payments amounting to
$11,750,000 in 2002, with commitments in 2003 projected at
$3,550,000 and $3,200,000 beyond 2003. On March 6, 2003, we
announced an additional agreement with PharmaBio to
commercialize Striant. In this agreement, Columbia will receive
$12,000,000 in 2003 and $3,000,000 in 2004. These strategic
agreements, together with partnering programs for our products
outside the U.S., help to strengthen our balance sheet
significantly and provide the required resources to fully
execute our business plan," concluded Wilkinson.

Columbia Laboratories, Inc., is an international pharmaceutical
company dedicated to research and development of women's health
care and endocrinology products, including those intended to
treat infertility, dysmenorrhea, endometriosis and hormonal
deficiencies. Columbia is also developing hormonal products for
men and a buccal delivery system for peptides. Columbia's
products primarily utilize the company's patented Bioadhesive
Delivery System (BDS) technology.


COMMUNICATION DYNAMICS: Panel Gets OK to Hire Deloitte & Touche
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to the Official Committee of Unsecured
Creditors of Communication Dynamics, Inc.'s application to
employ Deloitte & Touche LLP as its Financial Advisors.

As the Committee's Financial Advisors, Deloitte & Touche will:

      i) analyze the current financial position of the Debtors;

     ii) analyze the Debtors' business plans, cash flow
         projections, restructuring programs, selling, general
         and administrative expenses and structure, and other
         reports or analyses prepared by the Debtors or its
         professionals in order to assist the Committee in its
         assessment of the viability of the continuing operations
         and the reasonableness of the projections and underlying
         assumptions with respect to industry and market
         conditions;

    iii) analyze the financial ramifications of the proposed
         transactions for which the Debtors seek Bankruptcy Court
         approval including, but not limited to, DIP financing or
         use of cash collateral, assumption/rejection of leases,
         management compensation and/or retention and severance
         plans;

     iv) analyze the Debtors' internally prepared financial
         statements and related documentation, in order to
         evaluate performance of the Debtors as compared to its
         projected results;

      v) attend and advise at meetings with the Committee and its
         counsel and representatives of the Debtors;

     vi) assist and advise the Committee and its counsel in the
         development, evaluation and documentation of any plan(s)
         of reorganization or strategic transaction(s), including
         developing, structuring and negotiating the terms and
         conditions of potential plans(s) or strategic
         transaction(s) including the value of consideration that
         is to be provided;

    vii) render expert testimony on behalf of the Committee;

   viii) prepare hypothetical liquidation analyses under various
         scenarios; and

     ix) provide such other services, as requested by the
         Committee and agreed to by Deloitte.

Deloitte & Touche professionals will bill for services at their
current hourly rates:

      Partners, Principals & Directors    $550-$650 per hour
      Senior Managers                     $450-$500 per hour
      Managers                            $350-$450 per hour
      Senior Consultants                  $275-$350 per hour
      Staff Consultants                   $200-$275 per hour
      Paraprofessionals                   $75 per hour

Deloitte & Touche has agreed to cap its professional fees at the
lesser of actual hourly fees incurred or a maximum blended
average hourly rate of $320 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: S&P Drops Various Related ABS Ratings to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
various corporate guaranteed B-2 classes of Conseco Finance
Corp.-related transactions to 'D' from 'CCC-'. In addition, the
ratings on all classes above B-2 from the transactions
originated between 1995 and 2002 remain on CreditWatch with
negative implications, where they were placed Oct. 21, 2002.

As reported in the February 2003 distribution reports, the
subordinate B-2 certificateholders of the affected trusts
experienced interest shortfalls for the second consecutive
month, totaling $3,262,378. These interest shortfalls represent
rating defaults on the basis that these transactions failed to
pay timely interest to certificateholders. Additionally, without
the guarantee payments deposited by Conseco, Standard & Poor's
believes that B-2 interest shortfalls will continue to be
prevalent in the future for all of the guaranteed certificates,
given the adverse performance trends displayed by the underlying
pools of collateral that secure these classes, as well as the
location of B-2 interest at the bottom of the transaction
payment priorities (after distributions of senior principal).

Conseco filed for Chapter 11 bankruptcy protection on Dec. 17,
2002 and began accepting bids for its possible acquisition soon
thereafter. Additionally, based on a joint motion filed by
Conseco and the trustee, U.S. Bank National Association, the
court issued an interim order raising the servicing fee to 125
basis points per annum from 50 bps per annum. The interim order
also raised the priority of the servicing fee in the payment
priority established for each manufactured housing deal. The
auction of Conseco was held March 5, 2003, and resulted in the
tentative split of the company into two parts, each of which
will be acquired independently: Conseco's Mill Creek Bank will
be acquired by GE Consumer Finance, a unit of the General
Electric Co., for $310 million; and the rest of Conseco's
finance unit (including the manufactured housing servicing
platform) will be sold to CFN Investment Holdings LLC, a joint
venture between Fortress Investment Group LLC, J.C. Flowers &
Co. LLC, and Cereberus Capital Management L.P., for $700
million. The sale of Conseco and the resolution of the servicing
fee requirement and priority for the manufactured housing
securitization trusts are still pending bankruptcy court and
bondholder approval.

On October 21, 2002, the ratings on all manufactured housing
classes (except the guaranteed B-2 classes, which were weak-
linked to the rating of Conseco as guarantor) issued between
1995 and 2002 were placed on CreditWatch negative following
Conseco's announcement that it would discontinue its
conventional chattel paper financing business and focus on its
land-home business while continuing to support chattel paper
lending exclusively through the FHA Title I program.
Subsequently, Conseco suspended all of its manufactured home
financing and assumption programs on November 25, 2002.

Standard & Poor's will continue to monitor the resolution of the
Conseco bankruptcy closely and is in the process of completing a
detailed review of the credit performance of the aforementioned
transactions that are currently on CreditWatch relative to the
remaining credit support in order to determine if any further
rating actions are necessary.

                         Ratings Lowered

       Green Tree Financial Corp. Manufactured Housing Trust

                               Rating
       Series    Class       To      From
       1995-2    B-2         D       CCC-
       1995-3    B-2         D       CCC-
       1995-4    B-2         D       CCC-
       1995-5    B-2         D       CCC-
       1995-6    B-2         D       CCC-
       1995-7    B-2         D       CCC-
       1995-8    B-2         D       CCC-
       1995-9    B-2         D       CCC-
       1995-10   B-2         D       CCC-
       1996-1    B-2         D       CCC-
       1996-2    B-2         D       CCC-
       1996-7    B-2         D       CCC-
       1996-10   B-2         D       CCC-
       1997-4    B-2         D       CCC-


CONSECO INC: Court Approves Stipulation with BofA & JPMorgan
------------------------------------------------------------
In a Court-approved Stipulation, Conseco Inc., and its debtor-
affiliates, Bank of America and JP Morgan have agreed that BofA
and JPMorgan are authorized to file a proof of claim on behalf
of all Lenders for any claims where BofA or JPMorgan is the
Agent.  When filed, the proof of claim will constitute a claim
on behalf of each of the Lenders.

BofA serves as Agent to Lenders of a syndicated $1,500,000,000
Five-Year Credit Agreement and multiple Directors and Officers
Loans.  Conseco is Guarantor for the $1,500,000,000 Credit
Agreement.  JP Morgan serves as Agent to Lenders for syndicated
1999 D&O Loans. (Conseco Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSOLIDATED FREIGHTWAYS: Canadian Units Agree to Sell Assets
-------------------------------------------------------------
Canadian Freightways Limited announces a conditional agreement
between CF Canada Acquisition Ltd., and Consolidated Freightways
Corporation of Vancouver, Washington, providing for the
acquisition of substantially all of the assets and operations of
Canadian Freightways Ltd., and subsidiaries by senior management
of the company and a financial partner. Consolidated Freightways
Corporation (US) has been operating under Chapter 11 of the US
Bankruptcy code since September 2002 and conducting an orderly
sale of its material assets and operations. Canadian Freightways
is not part of the bankruptcy proceedings and is financially and
operationally independent from its parent company.

The CFCAL offer received the approval of the United States
Bankruptcy Court on March 4, 2002. The agreement is subject to a
number of conditions, including the execution of a comprehensive
Asset Purchase Agreement and final approval of the US Bankruptcy
Court. The parties are currently focused on satisfying all
conditions, and will proceed to closing subject to approval of
the US bankruptcy court.

"This is a major milestone in our effort to acquire the healthy
Canadian operation of Consolidated Freightways," noted Darshan
Kailly, President of Canadian Freightways Ltd. "We believe that
this announcement will begin to alleviate some of the concern
and uncertainty which our employees and customers have naturally
felt since the Chapter 11 filing of our parent in 2002. We're
tremendously excited about the prospect of getting this
transaction completed, and getting back to building the
business".

CF Canada 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, full load, and parcel transportation; sufferance
warehouses, customs brokerage, international freight forwarding,
fleet management and logistics management.


COX TECHNOLOGIES: Jan. 31 Balance Sheet Upside-Down by $2.2 Mil.
----------------------------------------------------------------
Cox Technologies, Inc., (COXT.OB) reported positive cash flow
from operations and positive net income for the three and nine
months ended January 31, 2003.

This compares to negative cash flow and net losses in income for
the same periods last year. The improvement in cash flow and
income in fiscal 2003 is a result of the strategic restructuring
and cost cutting measures implemented during fiscal 2002 and to
the sale of the oilfield subleases on September 30, 2002. For
the first nine months of fiscal 2003, cash flow from operating
activities increased to $291,700 as compared to a negative cash
flow of $753,400 for the same period in fiscal 2002. Net income
of $30,400 for the first nine months of fiscal 2003 reflected a
$1,253,000 improvement as compared to the net loss of $1,222,600
for the same period last year. Net income for the three months
ended January 31, 2003 was $158,600 as compared to a net loss of
$339,300 for the three months ended January 31, 2002.

At January 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $2.2 million.

Dr. James L. Cox, Chairman, President and Chief Executive
Officer stated, "During the first nine months of fiscal 2003, we
continued to realize benefits from our redirected marketing
focus to pursue sales in electronic data logger products.
Operationally, sales in units of the Cox1 graphic recorder
decreased 8%, but the sale in units of the DataSource(R)
electronic data logger increased 59% for the nine months ended
January 31, 2003 as compared to the same period last year." Dr.
Cox further stated, "Although revenues from the sale of Cox1
graphic recorders decreased to 70% of total revenues in the
first nine months of fiscal 2003 as compared to 82% in the same
period last year, revenues from the sale of electronic data
logger products increased to 23% of total revenues in the first
nine months of fiscal 2003 as compared to 16% in the same period
last year."

Jack G. Mason, Chief Financial Officer stated, "We are pleased
to report continued positive cash flow from operating activities
and a return to positive income for the nine months ended
January 31, 2003. The 14% decrease in operating expenses for the
nine-month period as compared to last year, excluding
depreciation and amortization, reflects our ongoing commitment
to manage expenses." Mr. Mason added, "The Company was recently
notified by its Copenhagen distributor that he was exercising
the option to purchase all of the shares in, and the assets of,
Vitsab Sweden, AB, the Company's wholly-owned subsidiary.
Through this transaction, the Company will be able to reduce
expenses even further and to increase the potential sales of
Vitsab(R) products in the European market."

Sales revenues for the nine months ended January 31, 2003
increased 2%, or $128,000, as compared to the prior year period,
primarily due to by an increase in electronic data logger
product sales, partially offset by a decrease in Cox1 product
sales and a decrease in average sales price for all products due
to increased competition in the industry. The cost of sales for
the first nine months of fiscal 2003 decreased 13%, or $556,100,
as compared to the prior year period. This decrease is due to a
decrease in labor and benefits costs, supplies used in the
manufacturing process and a reduction in the price of raw
material components, offset slightly by increased repair and
maintenance expenses and retriever fees.

General and administrative expenses decreased 10%, or $189,800,
and selling expenses decreased 20%, or $208,200, in the first
nine months of fiscal 2003 as compared to the same period last
year. The decreases are primarily related to a decrease in labor
and benefits costs and legal fees, partially offset by an
increase in insurance and outside services.

Cox Technologies is engaged in the business of producing and
distributing temperature recording and monitoring devices, both
in the United States and internationally. The Cox1 graphic
recorder and the DataSource(R) and Tracer(R) electronic data
loggers are marketed under the trade name Cox Recorders and
produce a record that is documentary proof of temperature
conditions.


DEL MONTE FOODS: Reports Improved Fiscal 2003 Q3 Fin'l Results
--------------------------------------------------------------
Del Monte Foods Company (NYSE: DLM) announced net sales of
$559.1 million and net income of $24.4 million for the third
quarter ended January 29, 2003.

These results include the results of operations of Del Monte's
fruit, vegetable and tomato businesses only for the period after
the December 20, 2002, merger with certain businesses of the
H.J. Heinz Company (NYSE: HNZ). These results also include
certain merger-related expenses, the detail of which is shown in
the Company's Consolidated Statements of Income. The impact of
including the results of Del Monte Brands for the entire period
and eliminating these merger-related expenses is partially
offset by the impact of pro forma interest expense and the
dilutive effect of including the number of shares outstanding
for the entire period as if the merger had occurred on the first
day of each period reported. Adjusting for these factors would
have resulted in diluted earnings per share of $0.26 in the
third quarter of fiscal 2003.

"This is the first quarter reporting as the new Del Monte Foods.
We believe we are off to a strong start. Our team is pleased
with the performance delivered by our businesses as a whole and
with the initial implementation of our integration plans," said
Richard G. Wolford, Chairman and Chief Executive Officer.
"During the quarter we have begun to successfully leverage Del
Monte's U.S. retail go-to-market platform in support of the
combined businesses, as we had anticipated. Our integration
initiatives are moving forward and, in early February, we
centralized sales and consolidated our broker network into one
organization. We have also initiated the expansion of our
Mendota vegetable facility to supply soup products currently co-
packed by a third party. Broth items are already being produced
in Mendota. We expect these, as well as other initiatives, to
deliver synergy savings in our next fiscal year."

Del Monte merged with the U.S. StarKist seafood, North American
pet food and pet snacks, U.S. private label soup, College Inn
broth and the U.S. infant feeding businesses of the H. J. Heinz
Company on December 20, 2002. For accounting purposes, the Spun-
off Businesses are considered the surviving entity and the
historical financial statements of the Spun-off Businesses now
constitute the historical financial statements of the Company.
Therefore, the results reported above for the third quarter of
fiscal 2003 include the results of operations of the Spun-off
Businesses for the entire quarter and the results of operations
of Del Monte Brands for the approximately five-week period since
completion of the merger through the end of the quarter.
Reported financial results for periods prior to the merger
reflect only the financial results of the Spun-off Businesses.

For the third quarter of fiscal 2002, the Spun-off Businesses
had net sales of $437.8 million and net income of $45.7 million,
or $0.29 diluted earnings per share. These results do not
include the results of operations of Del Monte Brands. These
results do include certain other income and expenses, the detail
of which is shown in the Company's Consolidated Statements of
Income. The impact of including Del Monte Brands for the entire
period and eliminating these other income and expenses is more
than offset by the impact of pro forma interest expense and the
dilutive effect of including the number of shares outstanding
for the entire period as if the merger had occurred on the first
day of each period reported. Adjusting for these factors would
have resulted in diluted earnings per share of $0.22 in the
third quarter of fiscal 2002.

The increase in reported net sales of $559.1 for the quarter,
when compared to net sales of $437.8 million for the third
quarter of fiscal 2002, was due primarily to the inclusion of
Del Monte Brands sales after the completion of the merger;
increased pet snacks and veterinary products sales and increased
tuna pouch and soup volumes; partially offset by a planned
reduction in sales of private label and other non-core branded
pet food products, and lower volumes of canned tuna and infant
feeding products.

Reported earnings per share of $0.13 for the quarter, when
compared to $0.29 for the third quarter of fiscal 2002,
primarily reflects the inclusion of interest expense in fiscal
2003 (prior period financials reflect no interest expense),
inventory step-up in accordance with purchase accounting rules
applied to the merger, a higher tax rate primarily due to a
charge to increase deferred taxes to the combined statutory
rates projected for the Company and a loss on foreign exchange.

               Nine Months Ended January 29, 2003

The Company reported net sales of $1,395.1 million and net
income of $110.0 million for the first nine months of fiscal
2003. These results include the results of operations of Del
Monte Brands only for the period after December 20, 2002. These
results also include certain merger-related expenses, the detail
of which is shown in the Company's Consolidated Statements of
Income. The impact of including Del Monte Brands for the entire
period and eliminating these merger-related expenses is more
than offset by the impact of pro forma interest expense and the
dilutive effect of including the number of shares outstanding
for the entire period as if the merger had occurred on the first
day of the period reported. Adjusting for these factors would
have resulted in diluted earnings per share of $0.64 for the
first nine months of fiscal 2003.

For the first nine months of fiscal 2002, the Spun-off
Businesses had net sales of $1,318.6 million and net income of
$132.5 million. These results do not include the results of
operations of Del Monte Brands. These results do include certain
other income and expenses, the detail of which is shown in the
Company's Consolidated Statement of Income. The impact of
including Del Monte Brands for the entire period and eliminating
these other expenses is more than offset by the impact of pro
forma interest expense and the dilutive effect of including the
number of shares outstanding for the entire period as if the
merger had occurred on the first day of each period reported.
Adjusting for these factors would have resulted in diluted
earnings per share of $0.60 in the first nine months of fiscal
2002.

The increase in reported net sales of $1,395.1 million for the
first nine months of fiscal 2003, when compared to net sales of
$1,318.6 for the same period of fiscal 2002, was due primarily
to the inclusion of Del Monte Brands after the completion of the
merger; increased tuna pouch and soup volumes and increased
veterinary products sales; partially offset by a planned
reduction in sales of private label and other non-core branded
pet food products, and lower volumes of canned tuna and infant
feeding products.

Reported earnings per share of $0.66, when compared to $0.84 for
the same period of fiscal 2002, primarily reflects the inclusion
of interest expense in fiscal 2003 (prior period financials
reflect no interest expense), inventory step-up in accordance
with purchase accounting rules applied to the merger, a higher
tax rate primarily due to a charge to increase deferred taxes to
the combined statutory rates projected for the Company and a
loss on foreign exchange.

                         Del Monte Foods

Del Monte Foods Company, with over $3 billion in expected sales,
is one of the country's largest and most prominent providers of
high-quality, branded consumer products to the U.S. retail
grocery market. With a leading portfolio of top-name brands such
as Del Monte, Contadina, StarKist, S&W, Nature's Goodness,
College Inn, 9Lives, Kibbles 'n Bits, Pup-Peroni, Snausages, and
Naw Somes!, Del Monte products are sold nationwide and can be
found in 8 out of 10 American households. The Company is also
the nation's largest supplier of private label soup products.
Along with being an important partner to a full range of retail
outlets - from neighborhood markets to urban superstores - Del
Monte is also a key supplier to the U.S. military, certain
export markets, the foodservice industry and food processors.
Headquartered in San Francisco, the Company operates 17
production facilities and 18 distribution centers in North
America and has operating facilities in American Samoa, Ecuador
and Venezuela. For more information on Del Monte Foods Company,
visit the Company's Web site at http://www.delmonte.com

As reported in Troubled Company Reporter's January 2, 2003
edition, H.J Heinz and Company and Del Monte Foods Company
completed a transaction whereby Del Monte merged with SKF
Foods, Inc. SKF Foods businesses include the former Heinz U.S.
Seafood, North American Pet Food and Pet Snacks, U.S. Private
Label Soup, and U.S. Infant Feeding businesses.

Fitch's ratings reflected the consummation of this transaction.
Fitch continues to rate Heinz's, H.J. Heinz Finance Company's,
H.J. Heinz Finance UK Plc.'s, H.J. Heinz B.V.'s, and H.J. Heinz
Company of Canada Ltd's senior unsecured debt 'A' and commercial
paper 'F1'; and Del Monte Corporation's bank debt and senior
secured notes 'BB-' and subordinated notes 'B'.


DICE INC: Court Fixes March 31, 2003 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
establishes March 31, 2003, as the General Claims Bar Date for
creditors of Dice Inc. to file their proofs of claim against the
Debtor and its estate, or be forever barred from asserting those
claims.

All proofs of claim must be received by 5:00 p.m. Eastern Time
on March 31.  If hand-delivered or sent by hand carrier, proofs
must be addressed to:

             The Clerk of the Bankruptcy Court
             Southern District of New York
             Re: Dice Inc. Claims Processing
             One Bowling Green
             Room 534
             New York, NY 10004

If delivered by US Mail, to:

             The Clerk of the Bankruptcy Court
             Southern District of New York
             Re: Dice Inc. Claims Processing
             P.O. Box 5084
             Bowling Green Station
             New York, NY 10274-5084

Creditors holding claims arising out of the rejection of an
executory contract or an unexpired lease must file a proof of
claim on or before the latest of 30 days after the rejection
order or any date set by another Order of the Court.

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



DIVINE, INC.: Agrees to Give $14 Million to marchFIRST Trustee
--------------------------------------------------------------
divine/Whittman-Hart, Inc., a divine inc. subsidiary, owes
marchFIRST over $57 million on a promissory note secured by
substantially all of DWH's assets not subject to bankruptcy
proceedings.  The Trustee and divine have participated in
negotiations to effect the separation of DWH's operations from
those of divine and its affiliates and to resolve certain
disputes regarding the ownership of certain accounts receivable
related to DWH.

Andrew J. Maxwell, trustee of the chapter 7 estates of
marchFIRST, Inc., and its debtor-affiliates moves the U.S.
Bankruptcy Court for the Northern District of Illinois to
approve a settlement of certain disputes with divine, Inc., and
divine/Whittman-Hart, Inc.

DWH's books and records reflect outstanding accounts receivable
in the amount of approximately $16 million, of which
approximately $12 million were generated through DWH's
traditional consulting services, known as "PSO" and
approximately $4 million were generated by consultants that
supported the products of the divine entities that are debtors-
in-possession before the Massachusetts Bankruptcy Court, known
as "PSG".

The Trustee believes that all of the accounts receivable on
DWH's books are subject to the liens granted to the marchFIRST
estate.  divine, on its end, takes the position that the PSG
Receivables were not generated by the assets sold by marchFIRST
to DWH, were never intended to be pledged to marchFIRST as
collateral for the DWH Note and are not subject to the
marchFIRST estate's liens. divine also contends that it may have
an interest in a portion of the PSO Receivables.

Alex D. Moglia & Associates, Inc., a professional retained by
the Trustee, has concluded on a preliminary basis that
maintaining DWH's operations should significantly enhance the
value of the marchFIRST estate's interest in those assets.

To minimize the risk that DWH will become entangled in divine's
bankruptcy proceedings and to stabilize DWH's operations
allowing it to fully explore the possibility of a going-concern
sale of its assets for the benefit of marchFIRST, the Trustee,
divine and DWH arrive at a settlement.  To this end, divine has
agreed in to:

      -- disclaim any interest in $1.7 million of cash proceeds
         of the PSO Receivables provided that such cash shall be
         used by DWH first to pay its employees' payroll and
         related taxes as they become due and then to pay its
         other operating expenses; and

      -- consent to the use of that cash to fund DWH's payroll,
         related taxes and operating expenses.

Subject to approval of the Settlement from the Massachusetts
Bankruptcy Court, divine has agreed to:

      -- disclaim any interest in the remaining PSO Receivables
         in the aggregate amount of $12 million;

      -- not interfere with the collection by DWH of its accounts
         receivable, with DWH's relationships with its customers,
         with the payment of DWIFs expenses from the LaSalle
         National Bank lockbox or otherwise or with DWH's efforts
         to sell its operations; and

      -- consent to an assignment for the benefit of creditors of
         DWH's assets in the event that the Trustee requests that
         an assignment be made.

In consideration of divine's agreements, DWH has agreed to
turnover $70,000 of PSG Receivables cash proceeds against which
marchFIRST claims a lien and to disclaim any interest in the
approximately $4 million of PSG Receivables.  Additionally, in
the event that the Massachusetts Bankruptcy Court approves the
Settlement on or before March 14, 2003, the Trustee and the
marchFIRST estate have agreed to waive any claim the marchFIRST
estates may have to substantively consolidate DWH's assets or
liabilities with those of divine or any of its affiliates, or
piercing the corporate veil or similar legal theory.

marchFIRST, Inc. filed for chapter 11 protection on April 12,
2001 (Bankr. N.D. Ill. Case No. 01-24742).  On April 26, 2001,
the chapter 11 cases were converted to chapter 7 proceedings.
Andrew J. Maxwell was appointed interim, and then final, chapter
7 trustee.  John J. Voorhees, Jr., Esq., at Mayer, Brown, Rowe &
Maw serves as Counsel to the Chapter 7 Trustee in this
proceedings.


E*TRADE GROUP: Elects R. Jarrett Lilien as President and COO
------------------------------------------------------------
E*TRADE Group, Inc., (NYSE: ET) has elected R. Jarrett Lilien as
President and Chief Operating Officer, effective immediately.
Lilien succeeds Mitchell H. Caplan, who was elected Chief
Executive Officer in January 2003. In this new role, Lilien
assumes management responsibility for the Company's divisions,
focusing on revenue growth and enhanced profitability by
strengthening the Company's position as a leading low-cost
provider of diversified financial services. The Company also
announced that Louis Klobuchar has been elected as Chief
Brokerage Officer and President E TRADE Securities LLC.

"Jarrett's results within E TRADE Securities have been a model
in the financial services industry, replacing over $400 million
in declining revenue and eliminating $150 million in costs from
the brokerage business in the last two years alone. While other
brokerages continue to be unprofitable in the current economy,
Jarrett has built the Company's brokerage business to
profitability despite difficult economic and market conditions,"
said Mitchell H. Caplan, Chief Executive Officer, E TRADE Group,
Inc. "After coming off the most profitable year in E TRADE
Group's history, the Board of Directors and I are confident in
Jarrett's ability to lead ongoing efforts to ensure the
Company's continued fiscal discipline. It's also very clear that
Lou's expertise and skill set will be invaluable as the Company
continues to grow its brokerage business. His achievements as a
leader in the brokerage business overall, along with his
accomplishments in the market-making business, have helped E
TRADE Securities reach ongoing profitability, offering customers
diverse investment products and services, robust systems,
increased capacity, efficient operations and low transaction
costs."

"I am excited about this opportunity," said Lilien. "With well-
placed focus, rigor and discipline, E*TRADE Financial will
continue to break new ground in financial services, while
maximizing return for the Company's shareholders. I am fortunate
to work with a team of proven leaders, many of whom have been
successful CEOs of the businesses we have acquired in recent
years."

Elected Chief Brokerage Officer and President, E TRADE
Securities LLC in October 2001, Lilien, 41, effectively
reorganized the business, adding new product lines and focusing
on providing leading-edge brokerage capabilities to the
Company's global customer households and market segments, as
well as institutional clients around the world. With experience
in more than 40 global markets, Lilien has helped ensure that
the Company's brokerage units will continue to provide retail
and institutional clients with seamless execution, clearing and
settlement. Key E TRADE Securities successes under Lilien have
included:

      -- Reducing the retail business break-even point to 63,000
         transactions per day in Q4 '02

      -- Growing the active trader segment by 14 percent and
         increasing its overall average daily transactions by 11
         percent from Q3 to Q4 '02 (excluding professional
         trading)

      -- Introducing an electronic product that enables immediate
         and direct access to the markets for institutional
         customers

      -- Acquiring Dempsey, one of the top 10 NASDAQ market-
         makers; and Engelman Securities, further advancing the
         Company's broker-to-broker and institutional-trading
         business

      -- Expanding into institutional proprietary research,
         immediately adding incremental revenue

      -- Moving the Company's shares to the New York Stock
         Exchange from Nasdaq in 2001

Lilien also served E TRADE Group as Managing Director, Asia-
Pacific and Latin America. He joined the company in August 1999
after E TRADE Group's acquisition of TIR Holdings (subsequently
renamed E TRADE Institutional Securities). A founder of TIR,
Lilien served 10 years as Chief Executive Officer, working from
New York, Tokyo, London and Hong Kong. At the time of
acquisition, TIR was trading in 40 markets with memberships and
licenses in 10 countries. Prior to TIR, Lilien held various
retail brokerage positions at Paine Webber and Autranet, a
division of Donaldson, Lufkin & Jenrette, Inc. Lilien holds a BA
in economics from the University of Vermont.

Klobuchar, 45, joined the E TRADE Group in 2001 after the
Company's acquisition of Dempsey & Company, LLC, one of the
nation's largest privately-held specialist and market-making
firms. As Dempsey's Chief Executive Officer, Klobuchar built the
business into a 100-trader, 3,500-stock house trading in five
market centers in the U.S. and abroad. Prior to Dempsey,
Klobuchar served as Executive Vice President at the Chicago
Stock Exchange, where he was instrumental in restructuring the
Exchange's business model to accommodate the high-speed, low
cost execution requirements of online brokers. Klobuchar holds a
BA in liberal arts from DePaul University. Key E TRADE
Securities successes under Klobuchar have included:

      -- Leading the development of a lower, simplified
         commission rate and expanded services with the "Power of
         9" program for active traders, offering a simple, flat
         commission of $9.99 per stock trade, as well as a 9-
         second trade-execution guarantee on qualified stock
         trades

      -- Restructuring the U.S. retail brokerage business to
         offer relationship management

      -- Leveraging the expertise of Dempsey to maximize the
         trading experience to the customer through end-to-end
         internalization of order flow

E*TRADE Financial brings together personalized and fully
integrated financial services including investing, banking,
lending, planning and advice. Delivered in a multi-touchpoint
platform, the products, services, content and information at E
TRADE Financial are available to customer households through E
TRADE Financial Centers, Zones, ATMs and branded Web sites
throughout the world. Securities products and services are
offered by E TRADE Securities LLC (member NASD/SIPC), bank
products and services are offered by E TRADE Bank (member FDIC),
mortgages are offered by E TRADE Mortgage Corp., and E TRADE
Financial Advisor is a service of E TRADE Advisory Services,
Inc., an investment adviser registered with the SEC.

E*Trade Group's 6.000% bonds due 2007 are currently trading at
about 74 cents-on-the-dollar.


ECHOSTAR COMMS: Set to Launch EchoStar IX Satellite in May
----------------------------------------------------------
EchoStar Communications Corporation (Nasdaq:DISH) announced that
its EchoStar IX satellite is scheduled to launch in May 2003.

The satellite will launch from a floating platform at the
equator aboard a Sea Launch rocket.

The EchoStar IX satellite is equipped with one of the first
commercial Ka-band spot-beam payloads for use over the United
States and will be critical to the development of future
generations of Ka-band services. EchoStar's Ka-band portion of
the satellite will be used to test, verify and deliver future
broadband initiatives for the company. The satellite payload
also includes 32 Ku-Band fixed satellite services transponders,
at approximately 120 watts, that will enhance EchoStar's current
U.S. DISH Network satellite TV service, including additional
service for Alaska and Hawaii. The satellite will operate at the
121 degree West Longitude orbital location.

With the successful launch of EchoStar IX, constructed by Space
Systems/Loral based in Palo Alto, Calif., EchoStar continues to
invest in new satellite technologies to expand services for its
8.18 million customers nationwide. EchoStar IX will join
EchoStar's current fleet of eight satellites that provide DISH
Network customers with hundreds of all-digital television
channels, including interactive TV services, sports programming,
high definition television and international programming.

An additional C-band payload on the EchoStar IX satellite will
be owned and operated by Loral Skynet, a wholly owned subsidiary
of Loral Space and Communications (NYSE:LOR), as Telstar 13.

EchoStar Communications Corporation (Nasdaq:DISH), through its
DISH Network(TM), is a leading U.S. provider of satellite
television entertainment services to homes and businesses with
8.18 million customers. DISH Network delivers advanced digital
satellite television services, including hundreds of video,
audio and Interactive TV channels, personal video recording,
HDTV, international programming, professional installation and
24-hour customer service. Visit EchoStar's DISH Network at
http://www.dishnetwork.com

Building on more than 45 years of pioneering spacecraft
development, Space Systems/Loral (SS/L) has become a premier
producer of reliable communications and weather satellites.
Headquartered in Palo Alto, Calif., the company operates around
the world, working within many cross-national alliances and in
leading-edge facilities. The company, a subsidiary of Loral
Space and Communications (NYSE:LOR), designs, builds and tests
satellites, subsystems and payloads; provides orbital testing;
procures insurance and launch services; and manages mission
operations from a Mission Control Center in Palo Alto. For more
information, visit: http://www.ssloral.com

Sea Launch Company, LLC, based in Long Beach, Calif., and sold
commercially through Boeing Launch Services --
http://www.boeing.com/launch-- provides reliable, cost-
effective, heavy lift launch services for commercial satellite
customers. The Sea Launch partners include Boeing, RSC Energia,
SDO Yuzhnoye/PO Yuzhmash and the Kvaerner Group. Established in
1995, Sea Launch has a current backlog of 17 firm launch
contracts. As the world's only launch provider positioned on the
Equator, Sea Launch offers the optimal starting point for
spacecraft heading to Geostationary Orbit. For additional
information, visit the Sea Launch Web site at:
http://www.sea-launch.com

At September 30, 2002, Echostar's balance sheet shows a total
shareholders' equity deficit of close to $1 billion.


ECI-NEVADA CORP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ECI-Nevada Corp.
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 03-11374

Type of Business: The Company is an affiliate of Enron Corp.
                   The debtor's business consists of owning a
                   99% limited partnership interest in ECITexas,
                   which in turn owns a 49.5% limited
                   partnership interest in EnRock. ECI-Texas
                   owns indefeasible rights to use certain
                   fiber, cable and conduit along a fiber optic
                   telecommunications network running from
                   Amarillo, Texas to Houston, Texas, and
                   EnRock owns fiber-optic signal regeneration
                   shelters located along such route. The
                   assets are used by the debtor's parent
                   company, EBS, in connection with the EBS
                   fiber optic telecommunications network.

Chapter 11 Petition Date: March 10, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                         - and -

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $65,089,769

Total Debts: $16,736,0011


ECI-TEXAS LP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: ECI-Texas, L.P.
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 03-11371

Type of Business: The Company is an affiliate of Enron Corp.
                   The debtor's business consists of owning a
                   49.5% limited partnership interest in EnRock,
                   L.P., and in owning indefeasible rights to
                   use certain fiber, cable and conduit along a
                   fiber optic telecommunications network
                   running from Amarillo, Texas to Houston,
                   Texas, which are used by the debtor's general
                   partner as a part of its fiber optic
                   telecommunications network. ECI-Texas is a
                   debtor-affiliate of Enron Corp.

Chapter 11 Petition Date: March 10, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                        - and -

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $62,405,370

Total Debts: $3,594,1171

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Guadalupe County            Property tax claim         $81,309

Dallas County               Property tax claim         $73,149

Travis County Tax           Property tax claim         $70,397

Randall County Tax          Property tax claim         $48,271
  Collector

Young County CAD            Property tax claim         $42,875

Ellis County Tax Collector  Property tax claim         $41,149

Lubbock County Appraisal    Property tax claim         $39,369
  District

Falls County Appraisal      Property tax claim         $26,014
  District

Aspermont ISD               Property tax claim         $25,458

Tarrant County Tax          Property tax claim         $22,871
  Collector

Denton County Tax Collector Property tax claim         $21,793

Burleson County             Property tax claim         $21,702

Bastrop County Appraisal    Property tax claim         $21,558
  Dist.

Harris County Tax Collector Property tax claim         $19,859

Post ISD Tax Collector      Property tax claim         $19,809

Lee County, County Treasurer Property tax claim        $17,715

Hearne ISD                  Property tax claim         $16,763

Hays County                 Property tax claim         $15,119

Stonewall County            Property tax claim         $14,737

Brazos County               Property tax claim         $14,626


ELEC COMMS: Fiscal 2002 Results Show Decline in Performance
-----------------------------------------------------------
eLEC Communications Corporation's revenues for fiscal 2002
decreased by approximately $5,451,000, or approximately 28%, to
approximately $14,242,000 as compared to approximately
$19,693,000 reported in fiscal 2001. The decrease in revenue is
directly attributable to the decrease in the number of customers
of Essex Communications, Inc., eLEC's primary operating
subsidiary, including its largest customer, and the number of
access lines it billed each month.

The Company's gross profit in fiscal 2002 decreased by
approximately $1,887,000, or approximately 26%, to approximately
$5,266,000 from approximately $7,153,000 reported in fiscal
2001, while gross profit percentage remained approximately the
same, 36%. The reduction in gross profit is attributable to the
reduction in the Company's customer base.

Its selling, general and administrative ("SG&A") expenses
decreased by approximately $4,477,000, or approximately 32%, to
approximately $9,486,000 as compared to approximately
$13,963,000 reported in fiscal 2001. The decrease is directly
attributable to various cost cutting measures, which included,
among other things, a reduction in staffing in all areas of
operations and reduced spending on marketing efforts.

In fiscal 2001, eLEC recorded a loss on impairment of assets in
the amount of approximately $4,707,000 in accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of". No loss on impairment
of assets was recorded in fiscal 2002.

Interest expense decreased by approximately $303,000 to
approximately $437,000 from approximately $740,000 reported in
fiscal 2001 primarily due to lower average borrowing caused by
the payback of, and eventual termination of, the Company's
credit facility in August 2002.

The use of "approximates" is related to the filing of unaudited
financial information by the Company.

eLEC Communications anticipates a loss of approximately
$3,319,000 in fiscal 2002, as compared to a loss in fiscal 2001
of approximately $12,374,000.

eLEC Communications Corp., is a competitive local exchange
carrier that is taking advantage of the convergence of the
current and future competitive technological and regulatory
developments in the telecommunications industry. eLEC offers
small businesses and residential customers an integrated set of
telecommunications products and services, including local
exchange, local access, domestic and international long distance
telephone, and a full suite of features, including items such as
three-way calling, call waiting and voice mail.

eLEC Communications' August 31, 2002 balance sheet shows a
working capital deficit of about $10 million, and a total
shareholders' equity deficit of about $9 million.


EMAGIN: Travelers Ins. Further Extends Note Maturity to June 30
---------------------------------------------------------------
eMagin Corporation and The Travelers Insurance Company entered
into a thirteenth amendment agreement to amend and extend the
maturity date of the Convertible Promissory Note dated
August 20, 2001, issued under the Note Purchase Agreement
entered into August 20, 2001 between eMagin and Travelers. The
amendment agreement extends the maturity date of the Travelers
Convertible Note from February 28, 2003 to June 30, 2003.

In addition, eMagin and Mr. Mortimer D.A. Sackler entered into a
seventh amendment agreement to amend and extend the maturity
date of the Secured Promissory Note dated June 20, 2002, issued
under the Secured Note Purchase Agreement entered into June 20,
2002, between eMagin and Sackler. Also, eMagin and Sackler
entered into a seventh amendment agreement to amend and extend
the maturity date of the Secured Convertible Promissory Notes,
issued under the Secured Note Purchase Agreement entered into
November 27, 2001, between eMagin and Sackler, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated
January 14, 2002, and the Subscription Agreements dated
January 14, 2002. The amendment agreements extends the maturity
date of the Sackler Secured Note and the Sackler Secured
Convertible Notes from March 31, 2003 to June 30, 2003.

In addition, eMagin and Ginola Limited, an assignee of Rainbow
Gate Corporation, entered into a seventh amendment agreement to
amend and extend the maturity date of the Secured Convertible
Promissory between eMagin and Rainbow Gate Corporation, as
amended by the Omnibus Amendment, Waiver and Consent Agreement
dated January 14, 2002. The amendment agreement extends the
maturity date of the Ginola Secured Convertible Note from March
31, 2003 to June 30, 2003.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, OLED microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. eMagin provides near-eye
microdisplays which can be incorporated in products such as
viewfinders, digital cameras, video cameras and personal viewers
for cell phones as well as headset-application platforms which
include mobile devices such as notebook and sub-notebook
computers, wearable computers, portable DVD systems, games and
other entertainment. eMagin's corporate headquarters and
microdisplay operations are co-located with IBM on its Hudson
Valley campus in East Fishkill, N.Y. Wearable and mobile
computer headset/viewer system design and full-custom
microdisplay system facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA.

eMagin's September 30, 2002 balance sheet shows a net capital
deficit of about $11 million.


ENCOMPASS SERVICES: Claims Classification & Treatment Under Plan
----------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code,
Encompass Services Corporation and its debtor-affiliates'
proposed Chapter 11 Plan provides for the classification of
Classes of claims and equity interests.  Section 1122(a) permits
a plan to place a claim or an interest in a particular class
only if the claim or interest is substantially similar to the
other claims or interests in that class.  Pursuant to Bankruptcy
Code Section 1123(a)(1), Administrative Expense Claims and
Priority Tax Claims have not been classified and the holders of
these Claims are not entitled to vote to accept or reject the
Plan.  The Debtors believe that the classification of Claims and
Equity Interests under the Plan is appropriate and consistent
with applicable law.

A. Unclassified Claims

    (a) Payment of Administrative Expense Claims

        Each holder of an Allowed Administrative Expense Claim
        will receive in full satisfaction, settlement, release,
        and discharge of and in exchange for its Claim, cash
        equal to the unpaid portion of the Claim, on the latest
        of:

           (i) the Effective Date of the Plan;

          (ii) the date on which the Administrative Expense Claim
               is Allowed Administrative Expense Claim; or

         (iii) the date on which the Administrative Expense Claim
               becomes payable under any agreement, or as soon as
               practicable.

        Any Allowed Administrative Expense Claim based on a
        liability incurred by the Debtors in the ordinary course
        of business during the Chapter 11 Cases will be paid in
        the ordinary course of business, in accordance with the
        terms and conditions of any agreement.  Any Allowed
        Administrative Expense Claim may also be paid on other
        terms as may be agreed between the Claimholder and the
        Debtors.

    (b) Payment of Priority Tax Claims

        On the later of (i) the Effective Date or (ii) the date
        the Priority Tax Claim is allowed, or as soon as
        practicable, each holder of an Allowed Priority Tax Claim
        will receive in full satisfaction, settlement, release,
        and discharge of and in exchange for the Claim, in the
        Debtors' sole discretion:

           (i) Cash equal to the Allowed Priority Tax Claim;

          (ii) deferred Cash payments over a period not exceeding
               six years after the assessment of the Allowed
               Priority Tax Claim, of a value, as of the
               Effective Date, equal to the Allowed Priority Tax
               Claim; or

         (iii) other treatment as to which the Debtors and the
               holder will agree in writing.  However, no holder
               of an Allowed Priority Tax Claim will be entitled
               to any payments on account of any pre-Effective
               Date interest accrued on or penalty arising after
               the Petition Date with respect to or in connection
               with the Allowed Priority Tax Claim.

B. Unimpaired Classes of Claims

    (a) Class 1 -- Other Priority Claims

        In full satisfaction of the Claim, each claimholder will
        receive Cash equal to the full amount asserted on the
        later of:

           (i) the Effective Date; or

          (ii) the date on which the Other Priority Claim becomes
               Allowed Other Priority Claim; or

         (iii) as soon as practicable.

    (b) Class 2 -- Secured Tax Claims

        Except to the extent that a holder has been paid by the
        Debtors before the Effective Date or agrees to a
        different treatment, each claimholder will receive, at
        the Debtors' sole option:

           (i) Cash equal to the Allowed Secured Tax Claim,
               including any interest required by Section 506(b)
               of the Bankruptcy Code, on the later of the
               Effective Date or the date on which the Claim
               becomes allowed, or as soon practicable; or

          (ii) equal annual Cash payments, together with interest
               at a fixed annual rate equal to 6% over a period
               through the 6th anniversary of the date of the
               claim assessment, or on other terms determined by
               the Bankruptcy Court to provide the claimholder
               deferred Cash payments having a value, as of the
               Effective Date, equal to the Allowed Secured Tax
               Claim.

    (c) Class 3 -- Secured Tax Claims

        Except to the extent that a Class 3 claimholder agrees to
        a different treatment, at the Debtors' sole option:

           (i) each Allowed Other Secured Claim will be
               reinstated and rendered unimpaired,
               notwithstanding any contractual provision or
               applicable non-bankruptcy law that entitles the
               claimholder to demand or receive payment before
               the stated maturity of the Claim from and after
               the occurrence of a default; or

          (ii) on the later of the Effective Date or the date the
               Claim becomes allowed or as soon as practicable,
               each claimholder will:

               (1) receive Cash equivalent to the Allowed Other
                   Secured Claim, including any interest that is
                   required to be paid pursuant to Bankruptcy
                   Code Section 506(b); or

               -- receive possession of the collateral securing
                  its Allowed Other Secured Claim in full and
                  complete satisfaction of the Claim.

        Claimholders receiving treatment other than the cash
        equivalents, will have a deficiency claim to the extent
        the value of the Collateral securing its Allowed Other
        Secured Claim is less than the claim amount.

C. Impaired Classes of Claims

    (a) Class 4 -- Existing Credit Agreement Claims

        On the later of (i) the Effective Date or (ii) the date
        on which its Existing Credit Agreement Claim becomes
        allowed, each claim holder will receive, in full
        satisfaction of its Claim, a pro rata share of:

           (i) the Asset Sale Proceeds;

          (ii) the proceeds of all of the property acquired by
               the Debtors postpetition that is subject to a lien
               and secures the Existing Credit Agreement Claims
               or the DIP Facility Claims -- Postpetition
               Collateral; and

         (iii) the proceeds of all of the Debtors' property on
               the Petition Date that is subject to a lien and
               secures the Existing Credit Agreement Claims --
               Prepetition Collateral.

        Each claimholder will have a Deficiency Claim to the
        extent the value of the Collateral securing its Allowed
        Existing Credit Agreement Claim is less than the Claim
        amount.

        Estimated Amount: $578,400,000

        Estimated Issued & Undrawn Letter of Credit: $22,600,000

    (b) Class 5 -- Surety Claims

        Each claimholder will receive, in full satisfaction,
        settlement, release, and discharge of its claim, all
        equitable subrogation and other legal and equitable
        rights against the Debtors, the Reorganized Debtors and
        the collateral securing a bonded obligation -- Bonded
        Collateral -- arising under the Surety Agreements, the
        Bonded Contracts and applicable law.  Except for cross-
        indemnity obligations arising under a Bond under, which a
        Residential Debtor is the principal and primary
        indemnitor, the Residential Debtors will be released from
        all Bonded Obligations, including all Claims related to
        cross-indemnities.

    (c) Class 6 -- Convenience Claims

        Each holder of an Allowed Convenience Claim will receive,
        in full satisfaction of its claim, the lesser of:

          (i) one-half of the holder's Allowed Convenience Claim;
              or

         (ii) a pro rata share of the Convenience Class
              Distribution.

    (d) Class 7 -- General Unsecured Claims

        Each holder of an Allowed General Unsecured Claim will
        receive pro rata share of the Class 7 Distribution.
        However, the share allocated to the holders of Allowed
        Junior Subordinated Note Claims and Allowed Senior
        Subordinated Note Claims will -- before the distribution
        of any property -- be reallocated and distributed Pro
        Rata to the Senior Lenders holding Allowed General
        Unsecured Claims.

    (e) Class 8 -- Litigation Claims

        If and when a Litigation Claim becomes allowed, the
        proceeds from any of the Debtors' insurance policy
        which become payable as a consequence of the allowance
        will be disbursed by the insurer which is obligated to
        pay the insurance proceeds to the Class 8 Claim holder.

        If the proceeds of an Insurance Policy become payable as
        a consequence of the allowance of a Litigation Claim, and
        the Insurance Policy providing coverage for the Allowed
        Litigation Claim contains a retention that has not been
        paid by the Debtors on or before the Effective Date,
        then:

           (i) the Insurance Policy proceeds payable by an
               insurer to the Class 8 Claim holder will be
               reduced by the unpaid retention amount; and

          (ii) the Class 8 Claim holder will hold an Allowed
               General Unsecured Claim equal to the unpaid
               retention.

        If it is determined that all or any portion of an Allowed
        Litigation Claim is not an Allowed Insured Claim, then
        the claimholder will hold an Allowed General Unsecured
        Claim for that portion of the Allowed Litigation Claim
        which is not an Allowed Insured Claim.  The insurers
        under all Insurance Policies affected by the preceding
        paragraph will retain all rights, including rights to
        defend Claims, settle Claims, and retain and pay defense
        counsel, remedies, defenses, discretions, and
        corresponding obligations provided in each Insurance
        Policy and any related agreements.  No insurer will be
        required to make a disbursement to an Allowed Litigation
        Claim holder unless that holder executes and delivers to
        the insurer a release of all Claims in form and
        containing provisions as the insurer may require.

    (f) Class 9 -- Existing Preferred Stock

        All Existing Preferred Stock and the accrued and unpaid
        dividends with respect to the Preferred Stock will be
        cancelled.  The Existing Preferred Stock holders will not
        receive any distribution.

    (g) Class 10 -- Existing Common Stock and Section 510(b)
                    Claims

        All Existing Common Stock will be cancelled, and the
        holders of Existing Common Stock and Section 510(b)
        Claims will not receive any distribution.

    (h) Class 11 -- Existing Other Equity Interest

        All Existing Other Equity Interests will be cancelled,
        and the Existing Other Equity Interests holders will not
        any distribution.

Based on the proposed classification, the Debtors assume that
the holders of unimpaired claims -- Classes 1, 2, 3,
administrative and priority tax claims -- are deemed to have
accepted the plan and are no longer entitled to vote.  The
holders of impaired claims that will not receive any
distribution on account of their claims under the Plan --
Classes 9, 10, 11 -- are deemed to have rejected the Plan and
are not entitled to vote.  The holders who will recover portions
of their claim -- Impaired Classes 4, 5, 6, 7, 8 -- will vote to
reject or accept the Plan. (Encompass Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENROCK LP: Ch. 11 Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: EnRock, L.P.
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 03-11373

Type of Business: The Company is an affiliate of Enron Corp.
                   The debtor's business consists of owning
                   fiber-optic signal regeneration facilities
                   located along a route from Amarillo, Texas to
                   Houston, Texas, which are used by the
                   debtor's limited partners as a part of their
                   fiber optic telecommunications network.
                   EnRock LP is a debtor-affiliate of Enron
                   Corp.

Chapter 11 Petition Date: March 10, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                        - and -

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $18,597,135

Total Debts: $591,9671

Debtor's 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cypress Fairbanks ISD       Property tax claim          $1,368

Harris County MUD # 165     Property tax claim             $55

Harris County MUD # 70      Property tax claim             $39

Harris County MUD # 33      Property tax claim             $38

Harris County MUD # 149     Property tax claim             $35

Chimney Hill MUD            Property tax claim             $31

Harris County MUD # 186     Property tax claim             $29

Reid Road MUD #2            Property tax claim             $17

Spencer Road PUD            Property tax claim             $17

Harris County MUD # 145     Property tax claim              $4


ENROCK MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: EnRock Management, LLC
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 03-11369

Type of Business: The Company is an affiliate of Enron Corp.
                   The debtor's business consists of owning a 1%
                   general partnership interest in EnRock, L.P.,
                   which in turn owns fiber-optic signal
                   regeneration shelters located along a route
                   from Amarillo, Texas to Houston, Texas, which
                   are used by the limited partners of
                   EnRock, L.P. in connection with the limited
                   partners' fiber optic telecommunications
                   network. The Debtor is an affiliate of Enron
                   Corp.

Chapter 11 Petition Date: March 10, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                        - and -

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $200,081

Total Debts: $0


ENRON COMMUNICATIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Enron Communications Group, Inc.
         1400 Smith Street
         Houston, Texas 77002
         aka FirstPoint Telecommunications, Inc.

Bankruptcy Case No.: 03-11364

Type of Business: The Company is an affiliate of Enron Corp.
                   The debtor's business consists of owning 100%
                   of the stock of Enron Broadband Services,
                   Inc., and being the tenant under certain
                   office space leases for sites which are used
                   as point-of-presence collocation facilities
                   by EBS in connection with the EBS fiber optic
                   telecommunications network.

Chapter 11 Petition Date: March 10, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                        - and -

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $(617,487,167)

Total Debts: $11,220,6981


ENRON CORP: Pushing for Approval of Pilkington Settlement Pact
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates and Pilkington North
America, Inc. entered into these agreements prior to the
Petition Date:

   (a) Energy Management Agreement between Enron Services
       Operations, Inc. and Pilkington, dated as of December 14,
       2000, as amended, including the Confirmation Letter dated
       March 19, 2001 and financial basis swap for Lathrop, CA;

   (b) Master Firm Natural Gas Sales Agreement between Enron
       Energy Services Inc. and Pilkington/Libbey-Owens-Ford
       dated September 1, 2000;

   (c) Master Firm Natural Gas Sales Agreement between EESI and
       Pilkington/Libbey-Owens-Ford dated April 1, 2001,
       including transactions thereunder for the supply of
       natural gas to the facility at 1400 S. Highway 1417 in
       Sherman, Texas;

   (d) Any and all contracts, transactions and confirmations
       with respect to supply of natural gas by EESI to
       Pilkington at the Aerospace facility in Garden Grove, CA;

   (e) Enovative Lite Energy Service Agreement between EESI and
       Pilkington dated October 12, 2001 for the supply of
       natural gas to 811 Madison Avenue in Toledo, OH; and

   (f) Master Lease Agreement between EESI and Pilkington dated
       December 14, 2000, as amended.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, explains that the EMA, covering nine facilities in the
United States, is a 10-year agreement under which full-
requirements supply of gas and power, utility bill payment
services, demand-side management project services and related
capital supply through a Leasing Facility were to be provided.
As credit support for the EMA, Enron Corp. issued its Guarantee
Agreement to guarantee EESO's payment obligations under the EMA
up to an aggregate of $30,000,000.  In the same manner,
Pilkington issued its Guaranty Agreement guaranteeing its
obligations under the EMA up to an aggregate of $30,000,000.

The Debtors and Pilkington negotiated a Settlement Agreement,
which provides that:

     (i) Pilkington will pay $14,476,799 to the Debtors;

    (ii) Pilkington and the Debtors will waive any and all claims
         against each other under the Agreements, including the
         Guarantees; and

   (iii) Pilkington and the Debtors will consent to the
         termination of the Agreements, including the Guarantees.

Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, the Debtors sought and obtained Court
approval of their Settlement Agreement with Pilkington.

Mr. Smith contends that the Settlement Agreement is fair and
reasonable given that:

     (a) the Debtors believe that they would have difficulty
         assigning the Agreements to a third party;

     (b) it allows the Debtors to recover the value of the
         Agreements for the estates;

     (c) it will avoid future disputes and litigation concerning
         the Agreements since the parties have agreed to release
         one another from claims relating to the Agreements and
         Guarantees. (Enron Bankruptcy News, Issue No. 59;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ENUCLEUS INC: Completes $1.7 Million Debt Conversion Transaction
----------------------------------------------------------------
eNucleus, Inc., announced the restructuring of $913,000 of lease
obligations and the conversion of $800,000 of the Company's
current debt into equity.

Under the terms of the agreement, the Company's senior lender
and leaseholder Sunami Ventures, LLC has agreed to release the
company from $1,713,000 of obligations for the consideration of
restricted common stock valued at $0.20 per share.

Scott Voss, President of eNucleus states, "Sunami's conversion
into equity marks strong confidence in our business plan and
will allow us to stay focused on our application delivery and
managed hosting platform." "The momentum we are generating in
our growth strategy and the continuing fortification of our
balance sheet poises us for success in 2003," stated John
Paulsen, eNucleus' CEO.

eNucleus (NASDAQ OTCBB: ENCU) is a next generation application
delivery and managed hosting company. Our target market is
comprised of system integrators, web developers, software
providers and telecom resellers. Our core product offerings
include application delivery, managed hosting, high-speed
Internet access and data storage. Together, this offering
provides our clients with a scaleable platform for the
development of their ebusiness initiatives without the extensive
capital outlay otherwise required.

                           *   *   *

As previously reported, the Company's continued existence is
dependent on its ability to achieve future profitable operations
and its ability to obtain financial support. The satisfaction of
the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from
operations and raise capital to fund operations. There can,
however, be no assurance that sufficient cash will be generated
from operations or that unanticipated events requiring the
expenditure of funds within its existing operations will not
occur. Management is aggressively pursuing additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include high-yield financing
vehicles, short or long-term borrowings or the issuance of
equity securities. There can be no assurances that management's
efforts in these regards will be successful. Under any of these
scenarios, management believes that the Company's common stock
would likely be subject to substantial dilution to existing
shareholders. The uncertainty related to these matters and the
Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern.


EOTT ENERGY: Names Thomas M. Matthews as New Chairman & CEO
-----------------------------------------------------------
EOTT Energy LLC (OTC Pink Sheets: EOTPQ) announced that Thomas
M. (Tom) Matthews, the former Chief Executive Officer of Avista
Corp., former President of NGC Corporation and former Vice
President of Texaco, Inc., has been elected Chief Executive
Officer and Chairman of the Board of EOTT Energy LLC. EOTT
Energy recently announced its emergence from Chapter 11
Bankruptcy effective March 1, 2003 under the amended Plan of
Reorganization approved by the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi.

Dana R. Gibbs will continue as President and Chief Commercial
Officer focusing on EOTT Energy's commercial and business
development activities. Recently EOTT Energy announced that H.
Keith Kaelber joined the organization as Executive Vice
President and Chief Financial Officer. Mr. Matthews, Mr. Gibbs
and Mr. Kaelber will comprise the Office of the Chairman.

Other corporate officer appointments include: E. Russell
Braziel, Vice President, Liquids Marketing and Operations; Mary
Ellen Coombe, Vice President, Human Resources and
Administration; David Hultsman, Vice President, Information
Services, Lori L. Maddox, Vice President and Controller; Molly
M. Sample, Vice President and General Counsel; and Randall G.
Schorre, Vice President, Pipeline and Fleet Transportation
Services.

In addition, EOTT Energy LLC announced the appointment of its
new Board of Directors. Joining the Board are:

      -- J. Robert Chambers, Managing Director at Lehman
         Brothers, Inc.;

      -- Julie H. Edwards, Executive Vice President, finance and
         administration and Chief Financial Officer of Frontier
         Oil Corporation;

      -- Robert E. Ogle, Managing Director in the Corporate
         Advisory Services practices of Huron Consulting Group;

      -- James M. Tidwell, Chief Financial Officer and Vice
         President of finance for WEDGE Group Incorporated;

      -- S. Wil VanLoh, Jr., President, co-founder and Managing
         Partner, Quantum Energy Partners;

      -- Daniel J. Zaloudek, founder of multimedia content
         company IMEDIA, and a former senior executive with
         international oil and gas operations of Koch Industries.

Mr. Tidwell, Mr. Ogle and Mr. Van Loh will serve on the Audit
Committee with Mr. Tidwell as Committee Chairperson. Mr.
Chambers, Ms. Edwards, and Mr. Zaloudek will serve on the
Compensation Committee with Mr. Chambers as Committee
Chairperson.

"With approval of our reorganization plan and emergence from
Chapter 11 on March 1, 2003, it is essential we have a strong
focus on our operational, commercial, and financial activities.
With this alignment, each of us can strengthen our ability to
focus on the activities required to achieve our future growth
and implementation of our business strategies. The new executive
team members and the new Board members have extensive expertise
in the energy and financing arenas to add to that of the current
management team," said Dana Gibbs, EOTT Energy's President.

For current information for EOTT Energy, please visit
http://www.eott.com

EOTT Energy LLC is a major independent marketer and transporter
of crude oil in North America. EOTT Energy also processes,
stores, and transports MTBE, natural gas and other natural gas
liquids products. EOTT Energy transports most of the lease crude
oil it purchases via pipeline that includes 8,000 miles of
intrastate and interstate pipeline and gathering systems and a
fleet of more than 230 owned or leased trucks.


FASTENTECH: S&P Withdraws B-/BB Sr Sub. Note & Bank Loan Ratings
----------------------------------------------------------------
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: Wants to Enter into Bank Mendes Netting Agreement
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates want to
enter into an intercompany trade accounts netting arrangement
with Bank Mendes Gans, NV, which the Debtors and their non-
debtor affiliates will use to net out and settle intercompany
trade account balances on a monthly basis.

The Debtors and their non-debtor affiliates have utilized the
arrangement before the Petition Date and found it to be an
efficient and cost-effective means of tracking and settling
their intercompany trade accounts.  The Debtors ceased using the
netting arrangement shortly after the Petition Date when they
were unable to ascertain in a cost-effective fashion with Bank
Mendes Gans which amounts flowing through the netting
arrangements relate to the prepetition period and which relate
to the postpetition period.  The Debtors and Bank Mendes Gans
were also concerned about continuing the netting arrangement
absent the Court's approval.

Since over a year has elapsed, the Debtors believe that no
prepetition amounts could become part of the netting
arrangement. The Debtors assert that it is appropriate to re-
institute the netting arrangement now.

Pursuant to the terms of a Global Multilateral Netting
Arrangement:

   (a) the Debtors and their non-debtor affiliates will report
       their intercompany trade payables, which are due for
       payment based on uniform intercompany payment terms --
       which the Debtors intend to be 90 days -- during a given
       month to Bank Mendes Gans;

   (b) Bank Mendes Gans will then offset those payments against
       one another by calculating the differential between all
       the payments and receipts in a common currency -- U.S.
       dollars;

   (c) the offsetting of intercompany trade payables and
       receivables for each entity will result in one net
       settlement payment or one net settlement receipt for each
       entity for the month;

   (d) on a prefixed settlement date, each Debtor and non-debtor
       affiliate that owes amounts to other Debtors or non-debtor
       affiliates on a net basis would pay the balance owed into
       a netting account at Bank Mendes Gans in U.S. dollars, or
       into accounts in other currencies that are maintained by
       Bank Mendes Gans at correspondent banks; and

   (e) Bank Mendes Gans will then disburse the amounts to those
       Debtors and their non-Debtor affiliates that are owed
       money on a net basis after having received the funds
       owed by the net-paying entities.

The Debtors assert that the postpetition netting arrangement
will yield substantial benefits for them, their estates, and
their non-debtor affiliates.  The Debtors will have more
centralized and timely control over intercompany trade payments
due to the increased transparency of the payments.  The Debtors
explain that Bank Mendes Gans' information reporting methods
will provide them with detailed descriptions of all
transactions, which the Debtors and their affiliates can use to
predict cash flows more accurately than at present.  In
addition, the utilization of a centralized netting arrangement
will enable the Debtors to take advantage of foreign exchange
hedging opportunities more efficiently.  They will be able to
enter into a smaller number of foreign exchange hedge contracts
covering all the Debtors, rather than on a piecemeal basis as
needed by individual entities.  The netting arrangement will
also result in a reduced number of payment transactions and
payment volumes between entities, resulting in lower costs to
the Debtors in the form of reduced transfer fees.  The Debtors
will also experience a reduction in costs resulting from value
and foreign exchange spreads.

Implementing the netting arrangement through Bank Mendes Gans
also provides significant advantages to the Debtors.  The
Debtors and their non-debtor affiliates are well acquainted with
Bank Mendes Gans and its netting process, and Bank Mendes Gans
is familiar with the Debtors' intercompany trade settlement
procedures.  Bank Mendes Gans has also maintained its records on
the Debtors and can easily reinstate the netting process.

The Debtors also note that the cost of the netting arrangement
is minimal.  Bank Mendes Gans will charge the Debtors $30,000 as
annual cost for its services.  The Debtors expect that the
amount will be more than fully offset by the reduced internal
information technology costs and treasury costs.  The Debtors
estimate that implementing the netting arrangement will free up
several days of time per month among their internal Treasury
staff, as well as reducing the amount of internal auditing
resources that must be devoted to overseeing the arrangement.

The Debtors indicate that they will benefit from a simplified
and more efficient method for tracking and processing
intercompany payables and receivables.  The Debtors and their
non-debtor affiliates form an integrated global business
enterprise that engages in up to $75,000,000 in intercompany
trade transactions per month.  After the amounts between
entities are netted against one another, $25,000,000 could be
transferred among the Debtors and their non-debtor affiliates,
in the ordinary course of their business, during any given
month.  The Debtors point out that Bank Mendes Gans specializes
in developing intercompany accounting systems similar to the
netting arrangement, and its personnel have considerable
experience with those arrangements. Bank Mendes Gans also
possesses technological capacity to implement and track the
netting arrangements that is significantly beyond the Debtors'
in-house technology with respect to those matters. (Federal-
Mogul Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FISHER COMMS: Cascade Investments Discloses 5.3% Equity Stake
-------------------------------------------------------------
Cascade Investments, LLC, beneficially own 455,700 shares, or
5.3%, of the outstanding common stock shares of Fisher
Communications, Inc.  Cascade is a private investment entity
that seeks appreciation of its assets for the benefit of its
owner.  All shares of common stock held by Cascade may be deemed
to be beneficially owned by William H. Gates III as the sole
member of Cascade. Cascade has sole voting and dispositive
powers over the stock held.

The calculation of percentage owned is based on a total of
8,594,060 shares of common stock outstanding as of September 30,
2002, as last reported by Fisher Communications in it financial
statements filed with the SEC on November 14, 2002.

On February 28, 2003, Mr. Gates' general counsel, Mark R.
Beatty, contacted Fisher Communications to inquire about
representation on the Board of Directors.  Mr. Beatty discussed
the request with Mr. William W. Krippaehne, Jr., President,
Chief Executive Officer and a Director of the Company.
According to published reports, the Company's Board of Directors
has discussed and considered in recent months the sale of the
Company and that topic may be addressed by the Board of
Directors in the next year.  If the Board of Directors revisits
the topic, Mr. Gates wants the opportunity to express his views
and, potentially, influence the Board of Directors.  According
to Mr. Gates, Cascade has no current plans or proposals relating
to the sale of Fisher Communications, or a change of control,
and currently holds interest in the Company for investment
purposes.

As reported in Troubled Company Reporter's November 12, 2002
edition, Fisher Communications retained Goldman, Sachs & Co., as
financial advisor to assist in reviewing its strategic
alternatives.

In announcing its decision to review strategic alternatives, the
company issued this statement: "Our Board of Directors is fully
committed to acting in the best interests of the company and its
shareholders. Accordingly, and in light of industry conditions,
we have determined that it is appropriate at this time to review
a range of strategic alternatives for the company."


FURR'S RESTAURANT: AMEX Will Halt Trading Effective Monday
----------------------------------------------------------
Furr's Restaurant Group, Inc., (Amex: FRG) has received
notification from the American Stock Exchange that the Common
Stock of Furr's Restaurant Group, Inc.'s will cease trading on
the Exchange effective March 17, 2003. Trading in the Company's
Common Stock was halted on January 2, 2003. It is expected that
limited trading of the Company's Common Stock may occur in the
"pink sheets" market.

The Exchange has notified the Company that this action was taken
following the filing by the Company and its subsidiaries of
Chapter 11 bankruptcy proceedings on January 3, 2003, because
the Company was not in compliance with two requirements of the
Amex Company Guide: Section 1003(a)(iv), because the Company's
operating results are unsatisfactory and its financial condition
may be impaired, raising questions about whether it will be able
to continue operations or meet its obligations as they mature,
and Section 1003(b)(i)(C), which states that the Exchange will
normally consider suspending dealings in, or removing from the
list, a security if the aggregate market value of shares
publicly held is less than $1,000,000 for more than 90
consecutive days. Furthermore, the Exchange expressed concern
that the Company's common stock has been selling for a
substantial period of time at a low price per share, having been
halted at $0.15 on January 2, 2003, which is below the minimum
price requirements of the Exchange (Section 1003(f)(v)).

The Company operates 55 Furr's Cafeterias in five southwestern
and western states and is continuing its efforts to restructure
its business to allow profitable future operations. The Company
also operates Dynamic Foods, its food preparation, processing
and distribution division, in Lubbock, Texas.


GENUITY INC: Court Establishes April 18, 2003 as Claims Bar Date
----------------------------------------------------------------
D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts,
relates that in order to confirm a plan of reorganization,
Genuity Inc., and its debtor-affiliates will need complete and
accurate information regarding the nature, amount and status of
all claims against them that will be asserted in these Chapter
11 cases.  Specifically, the development of one or more Chapter
11 plans will depend on thorough estimates of the aggregate
amount of claims held against the Debtors' estates.  These
estimates will also be important to creditors in their
evaluation of any plan proposed by the Debtors.

Accordingly, the Debtors sought and obtained a Court order
establishing April 18, 2003 at 5:00 p.m. prevailing New York
Time as the last date and time by which proofs of claim against
the Debtors must be filed.

Mr. Martin believes that the fixing April 18, 2003 as the Bar
Date will enable the Debtors to receive, process and begin their
analysis of the claims in a timely and efficient manner.  Based
on the notice procedures, this date will give all creditors
ample opportunity to prepare and file proofs of claim.

Pursuant to the Bar Date Order, each person or entity that
asserts a prepetition claim must file an original, written proof
of claim, which substantially conforms to Official Form No. 10,
so as to be received on or before the Bar Date:

   -- by mailing the original proof of claim to the United States
      Bankruptcy Court, Southern District of New York, Re:
      Genuity Inc., et al., P.O. Box 110, Bowling Green Station,
      New York, New York 10274; or

   -- by delivering the original proof of claim by hand or
      overnight courier to the United States Bankruptcy Court,
      Southern District of New York, Re: Genuity Inc., et al.,
      One Bowling Green, Room 534, New York, New York 10002-1408.

According to Mr. Martin, proofs of claim sent by facsimile,
telecopy or electronic mail will not be accepted.  Only those
proofs of claim actually received by the Clerk of the Bankruptcy
Court on or before the Bar Date will be deemed timely filed.
Notwithstanding, pursuant to Section 502(b)(9) of the Bankruptcy
Code, any proof of claim of a governmental unit actually
received by the Claims Agent on or before May 26, 2003 at 5:00
p.m. Eastern Standard Time will be deemed timely filed.

These persons or entities need not file a proof of claim on or
prior to the Bar Date:

   A. any person or entity that has already filed a proof of
      claim against the Debtors with the Clerk of the Bankruptcy
      Court for the Southern District of New York in a form
      substantially similar to Official Bankruptcy Form No. 10;

   B. any person or entity whose claim is listed on the Schedules
      filed by the Debtors, provided that:

      -- the claim is not scheduled as "disputed," "contingent"
         or "unliquidated";

      -- the claimant agrees with the amount, nature and priority
         of the claim as set forth in the Schedules; and

      -- the claimant does not dispute that the claim is an
         obligation of only the specific Debtors against which
         the claim is listed in the Schedules;

   C. any holder of a claim that has been allowed by order of
      this Court;

   D. any person or entity whose claim has been paid in full by
      any of the Debtors;

   E. any holder of a claim for which specific deadlines have
      previously been fixed by this Court;

   F. any Debtor having a claim against another Debtor;

   G. any of the non-debtor subsidiaries of any Debtor having a
      claim against any of the Debtors, except:

      -- any non-debtor subsidiary that is liquidating its assets
         under the supervision or control of a receiver,
         liquidator, trustee or other similar person, and

      -- Integra S.A. and its subsidiaries;

   H. any holder of a claim allowable under Sections 503(b) and
      507(a) of the Bankruptcy Code as an expense of
      administration;

   I. any beneficial holder of Genuity Solutions Inc. 6% Bonds
      due 2012; or

   J. any holder of a claim solely against any of the Debtors'
      non-debtor affiliates.

Holders of equity security interests in the Debtors need not
file proofs of interest with respect to the ownership of these
equity interests; provided, however, that if any holder asserts
a claim against the Debtors, a proof of claim must be filed on
or prior to the Bar Date pursuant to the procedures set forth in
the Bar Date Order.

Pursuant to the Sale Order entered on January 24, 2003, Mr.
Martin states that any person or entity that holds a claim that
arises from the rejection of an executory contract or unexpired
lease must file a proof of claim based on the rejection on or
before the later of the Bar Date or the date that is 30 days
after the effective date of rejection identified in the notice
of rejection or order authorizing rejection with respect to the
executory contract or unexpired lease.  If any of the Debtors
amend or supplement the Schedules subsequent to the bar date,
the Debtors will give notice of any amendment or supplement to
the holders of claims affected thereby, and these holders will
be afforded 30 days from the date of notice to file proofs of
claim in respect of their claims or be barred from doing so, and
will be given notice of the deadline.  To avoid confusion and
facilitate the claims reconciliation process, if any person or
entity asserts a claim against more than one Debtor or has
claims against different Debtors, a separate proof of claim form
must be filed with respect to each Debtor.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, Mr. Martin informs the Court that holders of claims
that fail to file a proof of claim on or before the Bar Date as
required by the Bar Date Order, will be forever barred, estopped
and enjoined from asserting the claim against the Debtors, and
the Debtors and their properties will be forever discharged from
any and all indebtedness or liability with respect to the claim,
and the holder will not be permitted to vote to accept or reject
any plan of reorganization filed in these Chapter 11 cases, or
to participate in any distribution in the Debtors' Chapter 11
cases on account of the claim or to receive further notices with
regard to the claim.

Pursuant to Bankruptcy Rule 2002(a)(7) and General Order M-279
of the United States Bankruptcy Court for the Southern District
of New York, no less than 35 days prior to the Bar Date, the
Debtors will mail a notice of the Bar Date to:

   a. the United States Trustee;

   b. counsel to each official committee;

   c. all persons or entities that have requested notice of the
      proceedings in the Chapter 11 cases;

   d. all persons or entities that have filed claims;

   e. all creditors and other known holders of claims, including
      all persons or entities listed in the Schedules as holding
      claims;

   f. all parties to executory contracts and unexpired leases of
      the Debtors;

   g. all parties to litigation with the Debtors;

   h. the Internal Revenue Service for the district in which the
      case is pending and, if required by Bankruptcy Rule
      2002(j), the Securities and Exchange Commission and any
      other required governmental units; and

   i. any additional persons and entities as deemed appropriate
      by the Debtors.

The Bar Date Notice advises parties of the Bar Date and contains
information regarding who must file a proof of claim, the
procedure for filing a proof of claim and the consequences of
failure to timely file a proof of claim.

The Debtors have determined that it would be in the best
interest of their estates to provide notice by publication to
all creditors and parties-in-interest including:

   -- those creditors to whom no other notice was sent and who
      are unknown or not reasonably ascertainable by the Debtors;

   -- known creditors with addresses unknown by the Debtors; and

   -- creditors with potential claims unknown by the Debtors.

Bankruptcy Rule 2002(l) provides that the "court may order
notice by publication if it finds that notice by mail is
impracticable or that it is desirable to supplement the notice."
The Debtors will publish the Bar Date Notice not less than 25
days prior to the Bar Date:

   -- once nationally through placement in the national editions
      of The Wall Street Journal and The New York Times;

   -- once in The Boston Globe, The Washington Post, The
      Baltimore Sun, The Chicago Tribune, The Dallas Morning
      News, The Los Angeles Times and The San Jose Mercury News;
      and

   -- electronically on the website of the Debtors' claims agent,
      Donlin Recano & Co.

The Debtors believe that the Publication Notice Procedures are
reasonably calculated under the circumstances to apprise
interested parties both of the pendency of the Debtors' Chapter
11 cases and Bar Date, and therefore satisfy the requirements of
constitutional due process. (Genuity Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GIANT INDUSTRIES: Further Cuts 4th Quarter Net Loss to $530K
------------------------------------------------------------
Giant Industries Inc., (NYSE: GI) announced a fourth quarter net
loss of $534,000 compared to a net loss of $5.7 million for the
fourth quarter of 2001. For the year ended Dec. 31, 2002, Giant
recorded a net loss of $9.3 million versus 2001 net earnings of
$12.4 million.

Fred Holliger, Giant's chief executive officer, commented, "The
fourth quarter reflected some encouraging signs in refining
margins, really the first sign of strengthening that the
industry had seen in all of 2002. While the year was
disappointing from an earnings standpoint due to weak refining
margins, we did have several accomplishments. We integrated the
Yorktown refinery acquisition into our company and successfully
implemented our strategies for enhancing its commercial
opportunities. Phoenix Fuel Co. increased operating earnings
before tax from $4.7 million in 2001 to $7.0 million in 2002.
This increase in earnings was the result of improved wholesale
margins and tight control on operating costs. We also
refinanced, in May, our $100 million of Senior Subordinated
Notes that would have matured in November of this year with a
new 10-year debt issue.

"Cash flow from operations was approximately $38 million for the
year. We also closed on the sale of approximately $20 million of
non-strategic assets in the year, while controlling capital
expenditures to a level of approximately $13 million. These net
cash inflows of approximately $45 million were used to reduce
our debt.

      --  As of March 1, 2003, we have repaid approximately $10
million of our term loan used in the financing of the
acquisition of the Yorktown refinery. The balance is presently
$30 million.

      --  We reduced the outstanding balance on our working
capital line from $60 million in May 2002, soon after our
acquisition of the Yorktown refinery, to $25 million at year-end
2002.

      --  In the first quarter of 2003, we have repaid an
additional $10 million, reducing the working capital line to its
current balance of $15 million.

"We also reduced our corporate overhead expense by $4.3 million
from the prior year level, of which $3.6 million was due to a
reduction in management incentive bonuses. While the management
incentive bonuses may resume as our financial performance
improves, I believe the reduction is significant given the fact
that we made a large acquisition and substantially increased the
size of our company.

"We continue to target additional non-strategic asset sales of
approximately $20-$30 million in 2003. When we complete these
sales, we will have met the higher end of our asset sales goal.
We remain committed to debt reduction, and we plan to continue
to make additional progress in this area throughout 2003.
Further debt reduction not only improves our balance sheet, it
also reduces interest expense and improves earnings, which
hopefully translates into an improved stock price for our
shareholders.

"We mentioned in prior releases that we had applied for an
extension related to low sulfur standards at our Yorktown
refinery. We received notice this week from the Environmental
Protection Agency that we have been granted the requested
relief. This waiver postpones in excess of $25 million of
capital expenditures for up to three years. Giant must be in
full compliance with the sulfur standards at our Yorktown
refinery by Jan. 1, 2008. This additional time will allow us to
better evaluate various clean fuel technologies and puts us in a
position to utilize the most successful and cost-effective
technology for Yorktown compliance."

Holliger continued, "We are anticipating that 2003 will be a
much better year than was 2002. Refining margins on the East
Coast have continued to improve throughout the first quarter as
a result of the continued cold weather and strong demand for
refined products. Tight crude oil and finished product
inventories coupled with strong demand should contribute to
improved refining margins in 2003. We have also seen improvement
in the refining margins at our Four Corners refineries due to
the general improvement in refining margins experienced in the
industry. Phoenix Fuel Co. continues to provide consistent cash
flows and steady growth in the markets that it serves. Due to
the sale of some of our non-strategic sites, our retail division
is better positioned to focus on our core retail stores where we
have a competitive market position."

Giant Industries Inc., headquartered in Scottsdale, is a refiner
and marketer of petroleum products. Giant owns and operates one
Virginia and two New Mexico crude oil refineries, a crude oil
gathering pipeline system based in Farmington, N.M., which
services the New Mexico refineries, finished products
distribution terminals in Albuquerque, N.M. and Flagstaff,
Ariz., a fleet of crude oil and finished product truck
transports, a Travel Center on I-40 east of Gallup, N.M., and a
chain of retail service station/convenience stores in New
Mexico, Colorado and Arizona. Giant is also the parent company
of Phoenix Fuel Co. Inc., an Arizona wholesale petroleum
products distributor. For more information, please visit Giant's
Web site at http://www.giant.com

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on independent petroleum refiner Giant
Industries Inc., to 'B+' from 'BB-'. The outlook on Giant
remains negative, as additional deterioration in the company's
financial profile could trigger another ratings downgrade.

Scottsdale, Ariz.-based Giant has roughly $400 million in
outstanding debt.

"The rating action reflects the prospects for continued, poor
refining margins that could lead to deterioration in Giant's
financial profile," stated Standard & Poor's credit analyst
Daniel Volpi. "Standard & Poor's is concerned over the company's
capacity to withstand an ongoing period of poor industry
conditions," he added.


GOODYEAR TIRE: Taps DoveBid to Conduct Auction of Certain Assets
----------------------------------------------------------------
DoveBid(R), Inc., a global provider of capital asset auction and
valuation services, will conduct a Webcast auction for The
Goodyear Tire & Rubber Company.

The auction will take place on March 19, 2003 at 9:00 a.m.
Eastern Standard Time in Stow, Ohio (4700 Hudson Drive). The
auction will include the liquidation of a complete tire mold
building facility. Featured assets include CNC machining and
engraving machinery, aluminum foundry, heat treat, finishing and
tool room equipment.

To participate in this auction, buyers may bid live via the
Internet at http://www.dovebid.comor attend in person. To
preview assets, please visit http://www.dovebid.comfor
locations and dates.

There are an additional 100+ upcoming auctions on DoveBid's
auction calendar. For a complete list of auctions, equipment
asset catalogs, and brochures, please visit DoveBid's Web site
at http://www.dovebid.com

DoveBid, Inc., is a global provider of capital asset auction and
valuation services to large corporations and financial
institutions. DoveBid delivers an integrated set of services to
its customers for the disposition, valuation and redeployment of
their surplus capital assets. DoveBid offers an array of auction
services to meet its customers' specific needs, including live
Webcast auctions, on-site-only auctions, featured online
auctions and privately negotiated sales. DoveBid Managed
Services offers clients a hosted, Internet-based application to
monitor surplus assets inside the corporation. DoveBid Valuation
Services uses its database of transaction information to provide
valuations of capital assets for financial institutions and
large businesses.

Headquartered in Foster City, California, DoveBid has over 65
years of auction experience in the capital asset industry with
more than 40 locations throughout North America, Europe and the
Asia-Pacific region. More information on DoveBid can be found at
http://www.dovebid.com

Goodyear Tire & Rubber's 8.50% bonds due 2007 (GT07USR1) are
trading at about 78 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT07USR1for
real-time bond pricing.


GP CAPITAL FUNDING: Fitch Upgrades Two Low-B-Rated Note Classes
---------------------------------------------------------------
Fitch Ratings upgrades GP Capital Funding Corp., commercial
mortgage pass-through certificates, series 2001-A, $3.6 million
class C to 'AAA' from 'AA', $10 million class D to 'AAA' from
'A-', $5.5 million class E to 'AA-' from 'BBB', $4.5 million
class F to 'A-' from 'BB' and $4.5 million class G to 'BB' from
'B'. Fitch does not rate class H certificates. The upgrades
follow Fitch's annual review of the transaction, which closed
March 2001.

The upgrades are attributed to an increase in credit enhancement
due to refinance and amortization of loans.

As of the February 2003 distribution date, the transaction's
collateral balance has decreased by 52%, to $50.3 million from
$111.2 million at issuance. Of the original 60 loans, 29 have
paid off since issuance. BNY Asset Solutions, LLC, the master
servicer, provided 83% of the pool's year-end 2001 and issuance
financial statements. The weighted-average net operating income
improved 15% from issuance to YE 2001. Fitch used the NOI as an
indicator of performance given the floating-rate nature of the
loans. All loans remaining extended their maturity terms
subjecting the transaction to adverse selection.

Unique, volatile property types collateralize the loans in this
transaction. Following the payoffs, the collateral consists of
retail (36%), multifamily (21%), industrial (12%), and 36% that
are non-traditional properties, including hotel, restaurant, and
car dealership. There are geographic concentrations in New York
(39%), California (16%), Florida (18%), and New Jersey (11%).

Currently, eight loans (33%) are delinquent and specially
serviced. When modeling the transaction, Fitch stressed the
loans at higher probabilities of default and loss severities. In
addition to the specially serviced loans, 18 loans (45%) are on
the servicer's watchlist. The majority of the loans on the
servicer's watchlist are due to upcoming maturities or a decline
in DSCR.

Despite the increased number of loans of concern and
concentration concerns for this pool, Fitch found the increase
in subordination levels sufficient to upgrade the certificates.
Fitch will continue to monitor this transaction, as surveillance
is ongoing.


HORIZON NATURAL: Robert C. Scharp Resigns as Acting CEO & Chair
---------------------------------------------------------------
The Board of Directors of Horizon Natural Resources (Nasdaq:
HZON.pk) accepted the resignation of Robert C. Scharp, Horizon's
acting chief executive officer and chairman, effective
immediately.

Scott M. Tepper, chief restructuring officer and a director,
will assume Scharp's executive duties until a permanent CEO is
appointed.

The Board will shortly begin a search for a permanent chief
executive officer, a position it intends to fill at the time it
emerges from Chapter 11 reorganization. No date for that
emergence has yet been established.

Tepper noted, "Bob Scharp stepped in as acting CEO last October
and agreed to temporarily lead Horizon at a critical stage
shortly before the company filed under Chapter 11. We thank him
for his dedication and leadership during that time, and wish him
well in future pursuits."

Tepper added, "Horizon has strong operating and financial
management in place and their aggressive efforts to reorganize
the company for future operations has the full backing of the
Board. Since the filing last November, the company has focused
on streamlining its operations, reducing overhead and lowering
the costs of production."

For additional information, please see http://www.horizonnr.com

Horizon Natural Resources Company (formerly known as AEI
Resources Holding, Inc.) conducts mining operations in five
states with a total in 2002 of 38 mines, including 25 surface
mines and 13 underground mines:

      -- Central Appalachian operations include all of the
company's mining operations in southern West Virginia and
Kentucky, totaling 32 surface and underground mines, which
produced approximately 24.1 million tons of coal (64 percent of
total production) during 2002.

      -- Western operations include mining in Colorado, Illinois
and Indiana, totaling six surface and underground mines, which
produced approximately 13.5 million tons (36 percent of total
production) during 2002.

Horizon Natural Resources (formerly AEI Resources) filed for
Chapter 11 protection under the federal bankruptcy laws on
November 13, 2002 (Bankr. E.D. Ky. Case No. 02-14261).


INTEGRATED HEALTH: Rotech to Exchange Up to $300MM in 9.5% Notes
----------------------------------------------------------------
In a regulatory filing dated February 20, 2003, Rotech
Healthcare, Inc., informs the Securities and Exchange Commission
that it is offering to exchange up to $300,000,000 of its 9-1/2%
Senior Subordinated Notes due 2012, which will be registered
under the Securities Act of 1933, as amended, for up to
$300,000,000 of its issued and outstanding 9-1/2% Senior
Subordinated Notes due 2012.

According to Rotech, the terms of the new notes are identical in
all material respects to the terms of the old notes, except that
the transfer restrictions, registration rights and additional
interest provisions relating to the old notes do not apply to
the new notes.  The new notes are unconditionally guaranteed by
substantially all of our subsidiaries.

The exchange offer and withdrawal rights will expire at
midnight, New York City time, on March 20, 2003 unless extended.

A free copy of Rotech's prospectus on its 9-1/2% Senior
Subordinated Notes due 2012 is available at:

    http://www.sec.gov/Archives/edgar/data/1175108/000095013003001323/0000950130-03-001323.txt

(Integrated Health Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTERWAVE COMMS: Inks 3-Year OEM Agreement for CDMA2000 Products
----------------------------------------------------------------
InterWAVE(R) Communications (Nasdaq:IWAV), a pioneer in compact
wireless communications systems, announced the initiation of a
three-year OEM agreement with a customer that is a leading
supplier of next generation, packet-based wireless network to
global operators. Details of the customer are not being released
at the customer's request. The initial order, for $1 million,
includes products from interWAVE's CDMA2000 line and has
scheduled deliveries to ship in the quarters ended June and
September 2003. Subsequent orders are presently expected to be
filled during the next three years for an agreed-upon aggregate
contract value of at least $5 million.

Bill Carlin, interWAVE's vice president of worldwide sales and
customer service, commented, "This is the first major customer
to invest in interWAVE's CDMA2000 product family since interWAVE
acquired GBase Communications last September 2002. This order
helps validate the viability of our CDMA technology, designed to
provide our customers with voice and data services across large
areas affordably with rapid deployment schedules. interWAVE has
been working with this customer since 2000, supplying compact
GSM radio infrastructure components. This OEM agreement is part
of the on-going relationship with this customer, and will cover
the CDMA2000 product line."

interWAVE's CDMA2000 product family consists of a standard
compliant, cost-effective CDMA2000 Base Transceiver Station
(BTS) combined with Base Station Controller (BSC) capabilities,
called the WAVE2000 BS Plus, based on IP connectivity. This
compact, flexible CDMA2000 radio network is designed to be ideal
for providing voice and data services in large public or private
areas, e.g. public communities, large campuses. As a complete
CDMA2000 access network, the WAVE2000 BS Plus is expected to be
flexible enough to interface with a distributed or centralized
Media Gateway that connects to a legacy CDMA switch over E1/T1.
Alternatively, the system is designed to directly interconnect
with a soft-switch over IP. interWAVE's CDMA2000 product line
also includes a Packet Data Service Node (PDSN) that runs on a
standard PC. The compact and cost effective nature of our PDSN
is expected to allow operators to locally distribute and install
IP gateways in small communities, campuses and buildings, which
aligns well with interWAVE's market focus for the GSM product
line.

interWAVE Communications International, Ltd., (Nasdaq:IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks that minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks. interWAVE's highly portable, mobile
cellular networks and broadband wireless solutions provide vital
and reliable wireless communications capabilities for customers
in over 50 countries. The Company's U.S. subsidiary is
headquartered at 312 Constitution Drive, Menlo Park, California,
and can be contacted at http://www.iwv.com

                           *    *    *

                 Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange
Commission on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


KAISER ALUMINUM: Court Okays Deloitte & Touche as Accountant
------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
permission from the Court to employ Deloitte & Touche LLP as
their independent auditors, accountants and tax advisors in
these cases, nunc pro tunc to May 8, 2002.

Deloitte renders these services:

A. Accounting and Auditing Services

    (1) Perform audits of Kaiser's annual financial statements
        and perform other related auditing, accounting, and
        similar related services, including, without limitation,
        quarterly reviews; and

    (2) Perform other accounting services as may be requested by
        the Debtors and mutually agreed to by Deloitte.

B. Tax Services

    (1) Provide general tax planning and consulting services not
        associated with restructuring related matters;

    (2) Provide consultation with respect to a variety of tax
        compliance issues;

    (3) Provide general tax planning and consulting services
        relative to restructuring related matters;

    (4) Prepare certain federal, foreign, state, and local tax
        returns and related schedules as agreed upon by the
        Debtors and Deloitte;

    (5) Review certain federal, foreign, state, and local tax
        returns and related schedules as agreed upon by the
        Debtors and Deloitte; and

    (6) Provide other tax services as may be requested by the
        Debtors and agreed to by Deloitte,

C. Actuarial Services

    (1) Provide post-retirement medical plan actuarial services.

D. Other Agreed Upon Services

    (1) Provide other services as may be requested by the Debtors
        and agreed to by Deloitte.

The Debtors compensate Deloitte for its services in accordance
with the firm's customary hourly rates.  The Debtors will also
reimburse Deloitte for its actual out-of-pocket expenses.
Deloitte's current hourly rates are:

                  Professional                Rate
                  ------------                ----
                  Partners/Directors       $330 - 700
                  Senior Managers           275 - 550
                  Managers                  230 - 460
                  Seniors                   165 - 325
                  Staff                     140 - 280
                  Administrative             40 - 65
(Kaiser Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


LA QUINTA: Fitch Assigns BB- Rating to Planned $250MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB-' to the prospective $250
million senior unsecured notes due 2011 being issued by La
Quinta. Proceeds will be used to tender for the outstanding
$90.4 million 7.82% notes due 2026 (puttable in 2003), $16.1
million 7.51% medium term notes due 2003 and $63.9 million 7.25%
senior notes due 2004. In addition, the company has tendered for
the $93.6 million outstanding 7.114% Exercisable Put Option
Securities due 2004. The new notes will be issued by La Quinta
Properties, Inc., and guaranteed by La Quinta Corporation. The
Rating Outlook is Negative.

The ratings reflect La Quinta's sizable and geographically
diverse asset base of owned hotel properties, healthy liquidity,
improved balance sheet, experienced management team, and track
record in a challenging environment. Risks include the very weak
lodging environment, the resulting pressures on credit
statistics and marginal free cash generation, required access to
external capital over the intermediate term and significant
competition in its sector that includes companies with far
greater resources.

The Negative Rating Outlook reflects the weak lodging
fundamentals that have disproportionately affected LQI's results
due to (i) LQI's significant exposure to underperforming markets
and (ii) downward pricing pressure and lower occupancy at
limited service hotels as full service hotels scale back
pricing. Fitch believes the difficult operating environment will
continue until geopolitical and economic circumstances improve.
To date in 2003 there have been no material signs of recovery,
and industry forecasts of flat REVPAR will require a healthy
second-half recovery that may not materialize. Over the
intermediate term, a number of revenue enhancement programs
implemented over the last two years at La Quinta (capital
upgrades, a larger sales force, electronic distribution,
frequent stay program) should position the company well to
generate solid cash flow growth when an improvement in lodging
demand finally occurs. Additionally, the slow rate of industry
room supply growth should benefit industry pricing.

Total debt at the end of December was $665 million, down $335
million from FYE 2001 and down $1.9 billion since FYE 1999 as
the company completed its healthcare divestiture program. At FYE
2002 net leverage and coverage were meaningfully improved form
1999 levels, despite the deep slump in the lodging industry, at
3.9 times and 2.6x, respectively. With completion of a 4Q02
healthcare divestiture, any debt repayment in 2003 will
primarily be driven by free cash flow, which will be limited.
However, the continued sale of selected non-core hotel assets
(current net book value $25 million), could also be a source of
cash.

LQI has extended the maturity of its revolving credit facility
to December 2003 from May 2003.  In addition, the banks have
agreed to amend the financial covenants of the bank facility and
have reduced availability under the revolver to $175 million
from $225 million. The size of the facility may be reduced by as
much as an additional $50 million based on the proceeds from the
new note issuance. The amended covenants include total debt-to-
EBITDA, fixed charge coverage and interest coverage, and removes
the minimum lodging EBITDA requirement, providing much needed
flexibility in the current slow demand environment. Despite
lower availability under the revolver, Fitch believes liquidity
is adequate with $119 million in availability (post-4Q end, LQI
had borrowed $33 million and had $27 million in letters of
credit) and cash as of FYE 2002 of $10 million. With the
extension of the credit facility, and tender of 2003 and 2004
notes, LQI will have extended its average debt maturity to 2007
from 2005. LQI will still require access to external capital,
with roughly $60 million in maturities in 2004 (assuming that
the current debt tenders are successful) and 2005 maturities of
$100 million in $7.4% senior notes and $16 million in medium
term notes. The short-term extension of the company's revolving
credit agreement also results in the need for this issue to be
addressed in the short term.

LQI expects to generate free cash flow in the area of $20
million in 2003 despite the company's forecast of a projected
3.0%-6.0% decline in EBITDA (to $155 million - $160 million) and
preferred dividends of $18 million, thanks to a significantly
lower capex budget. A meaningful deterioration in the external
environment could force the company into a cash flow negative
position, but the company has more than sufficient liquidity
through its amended bank agreement. Positive free cash flow in
the current environment would be a solid performance for the
company's rating category.  Budgeted capex of $60 million
(comprised of $50 million in maintenance capex and $10 million
expansionary capex) is down substantially from $118 million in
2002, due to substantial completion of the Gold Medal renovation
program which called for capital upgrades at 122 properties.

Share repurchase activity cannot be ruled out as LQI has board
authorization to repurchase $20 million in stock in 2003.
Notably, LQI became a buyer of its stock in 3Q02, purchasing 1.5
million shares of stock in the last half of 2002 shares for
roughly $7.4 million. Nonetheless, given minimal free cash flow
expectations, and the stated intention of management to maintain
leverage in the 3x - 4x range, LQI is likely to moderate share
repurchase activity in 2003.

Based on the above, Fitch expects credit measures to remain
adequate in 2003, with modest deterioration of net leverage to
just over 4.0x, but with potential improvement in interest
coverage to the upper end of a 2.5x - 3.0x range. LQI debt is
unsecured, consisting of $650 million in senior notes, and $15
million in bonds and mortgages. LQI has no property level debt
and corporate debt is at fixed rates.

LQI's long term growth strategy entails (i) a return to historic
profitability (pre-Meditrust levels) (ii) increased franchising
activities (at FYE 2002 the company had 6,000 franchised rooms
and expects to add 4,000 by FYE 2003); and (iii) redeployment of
capital at attractive rates of return. To date, capital has been
used to pay down debt, repurchase shares, and refurbish existing
properties. Nonetheless, the company is continually on the look
out for strategic acquisitions within complementary segments
that can be grown through franchising. Franchising allows the
company to increase its footprint without substantial additional
investment.

Current management, which assumed control in April 2000 has
performed well in a challenging environment, executing on stated
goals to divest the healthcare assets, improve the capital
structure, launch a franchise program, and upgrade assets.
Nonetheless, a challenging demand environment made it difficult
for management to improve operating results in 2003.

For the full year 2002, lodging EBITDA fell 21.1% Y/Y to $165.5
million, and lodging margins shrank to 35% from 40% due to
declining RevPAR, negative sales leverage and higher SG&A. Total
EBITDA, including $5.7 million from the healthcare assets was
$171 million. RevPAR was down -6.4% Y/Y versus -2.5% Y/Y for the
industry and -1% Y/Y for the midscale without F&B due to
persistent weakness in lodging demand. RevPAR decline
underperformance was likely due to continued weakness in LQI's
core markets, which include Texas, Florida, Denver, and Seattle.
Higher SG&A reflected a ramp-up of revenue enhancement programs
(larger sales force, electronic distribution, frequent stay
program).


MAGELLAN HEALTH: Secures Okay to Honor Prepetition Obligations
--------------------------------------------------------------
Magellan Health Services, Inc., (OCBB:MGLH) announced that the
U.S. Bankruptcy Court for the Southern District of New York
authorized the Company to honor all pre-Chapter 11 obligations
to its employees, providers and customers in the ordinary course
of business.

Steven Shulman, chief executive officer of Magellan Health
Services, said, "We are very pleased with the Court's prompt
actions [Tues]day. The authority we have obtained further
underscores that it is business as usual at Magellan, and
strongly supports our commitment to our employees, providers and
customers. We are focused on serving our customers and working
closely with our business partners as we proceed forward in our
financial restructuring process. We are confident that the
action taken by the Bankruptcy Court today will further
strengthen our business and enhance our reorganization effort."

The Company expects to complete its financial restructuring and
emerge from the Chapter 11 process during the third quarter of
this calendar year.

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

Headquartered in Columbia, Md., Magellan Health Services, Inc.
(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 Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MAGELLAN HEALTH: Cash Collateral Use Approved through April 23
-------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates need
continued access to cash as it rolls in the door from customers
to fund their postpetition operations and pay their day-to-day
bills.  That cash was pledged years ago to secure repayment of
the Company's Bank Debt.  The Debtors ask Judge Beatty to
approve a consensual arrangement allowing the Company continued
access to the Lenders' Cash Collateral through and including
December 15, 2003, in exchange for a basket of protections for
the benefit of the Lenders.

Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New
York, reminds Judge Beatty that under the Credit Agreement,
dated as of February 12, 1998, among Magellan, Charter
Behavioral Health System of New Mexico, Inc. and Merit
Behavioral Care Corporation, as Borrowers, JPMorgan Chase Bank,
as administrative agent and collateral agent for the Lenders,
the Lenders made and extended Loans and other financial
accommodations to or for the benefit of the Borrowers.

As of the Petition Date, the Borrowers were:

    -- indebted to the Lenders for loans totaling $160,762,200;

    -- contingently liable to the Lenders for $75,317,200, on
       account of the Borrowers' reimbursement obligations under
       letters of credit; and

    -- liable to the Lenders for fees and expenses incurred in
       connection with these loans and letters of credit as
       provided in the Credit Agreement.

In addition, a majority of the Debtors are party to a guarantee
executed and delivered in respect of the Prepetition Obligations
and, as of the Petition Date, were contingently liable to the
Lenders pursuant to this guarantee.

To secure the Prepetition Obligations, Mr. Karotkin relates, the
Borrowers and the Guarantors granted to the Lenders' Agent, as
collateral agent, on behalf of and for the benefit of the
Lenders' Agent and the Lenders, pursuant to the Loan Documents,
liens and security interests in substantially all of their
property, including all right, title and interest in and to the
Borrowers' and Guarantors' accounts receivable, documents,
equipment, general intangibles, inventory, investment property,
trademarks, patents, copyrights, proceeds, all debt securities
and all shares of capital stock except:

    -- shares of non-Guarantor domestic subsidiaries; and

    -- shares of any entity with a specific prohibition on a
       pledge of its capital stock.

Cash and other amounts on deposit in the Debtors' bank accounts
constitute Prepetition Collateral or proceeds of the Prepetition
Collateral and, therefore, are cash collateral of the Lenders
within the meaning of Section 363(a) of the Bankruptcy Code.

Mr. Karotkin tells the Court that the Lenders' Prepetition Liens
constitute valid, binding, enforceable and perfected first
priority liens on the Prepetition Collateral subject only to
validly existing liens permitted by the Credit Agreement, and
are not subject to avoidance or subordination.  The Prepetition
Obligations constitute the legal, valid and binding obligations
of the Borrowers and the Guarantors, enforceable in accordance
with their terms, no offsets, defenses or counterclaims to the
Prepetition Obligations exist, and no portion of the Prepetition
Obligations is subject to avoidance or subordination pursuant to
the Bankruptcy Code or applicable non-bankruptcy law.

Mr. Karotkin admits that the Debtors do not have available
sources of working capital and financing to carry on the
operation of their businesses without the use of the Cash
Collateral.  The Debtors' ability to maintain business
relationships with their customers, providers, and suppliers and
to meet payroll and other operating expenses is essential to the
Debtors' continued viability and the value of their businesses
as going concerns.  In the absence of the use of the Cash
Collateral, the continued operation of the Debtors' businesses
would not be possible, and serious and irreparable harm to the
Debtors and their estates would occur.  The use of the Cash
Collateral is therefore critical to preserve and maintain the
going concern value of the Debtors and essential to the
reorganization effort.

The Debtors propose that, as adequate protection for the use of
the Cash Collateral, the use, sale, lease, depreciation, decline
in market price or other diminution in value of the Prepetition
Collateral and the imposition of the automatic stay:

  A. the Lenders' Agent be granted, pursuant to the proposed
     Cash Collateral Order, for the benefit of the Lenders,
     valid, binding and enforceable security interests in and
     liens on all currently owned or hereafter acquired property
     and assets of the Debtors of any kind or nature whatsoever
     and all proceeds thereof to secure an amount of the
     Prepetition Obligations equal to the aggregate diminution
     in value, if any, of the Prepetition Collateral whether by
     use, sale, lease, depreciation, decline in market price or
     otherwise;

  B. the Debtors will make quarterly interest payments due
     under the Credit Agreement at these non-default rates in
     effect on January 1, 2003:

     -- with respect to Revolving Loans, the Alternate Base Rate
        plus 2.50%,

     -- with respect to L/C Participation Fees, 3.50%,

     -- with respect to Tranche B Term Loans, the Alternate Base
        Rate plus 3.25%, and

     -- with respect to Tranche C Term Loans, the Alternate
        Base Rate plus 3.50%;

     without giving effect to any additional interest that the
     Lenders may be entitled to as a result of the existence of
     prepetition Events of Default under the Credit Agreement;
     provided, however, that, with respect to interest accruing
     under the Credit Agreement for the period from January 1,
     2003 through January 15, 2003, the Borrowers will pay
     interest at the rate set forth in Amendment No. 11 and
     Waiver dated as of January 1, 2003 and, with respect to
     interest accruing under the Credit Agreement for the period
     from January 16, 2003 to March 11, 2003, the Borrowers will
     pay interest at the default rate determined in accordance
     with Section 2.07 of the Credit Agreement; and

  C. the Debtors will pay all letter of credit and agent's fees
     and all reasonable professional fees and expenses of the
     Lenders' Agent, including Wachtell, Lipton, Rosen & Katz,
     Cravath, Swaine & Moore and Alvarez & Marsal, whether
     incurred prepetition or postpetiton, in accordance with,
     and pursuant to, the terms of the Credit Agreement.

The Debtors further propose that the Replacement Liens be
subject and subordinate only to:

  -- a $2,500,000 Carveout for payment of the Debtors' and any
     Official Committees' professionals and fees payment to the
     U.S. Trustee or Court Clerk;

  -- validly perfected, binding and enforceable liens or
     security interests in existence in the Postpetition
     Collateral as of the Petition Date; and

  -- valid liens perfected after the Petition Date to the extent
     the perfection in respect of a prepetition claim is
     expressly permitted under the Bankruptcy Code.

In connection with the Debtors' use of the Cash Collateral, the
Debtors' further propose that, after the Borrowers' request, the
Lenders will be obligated to renew or extend Letters of Credit
currently outstanding and the obligations of the Borrowers with
respect to these Letters of Credit so renewed or extended will
be prepetition obligations under the Credit Agreement, subject
to all reimbursement obligations of all Revolving Lenders to the
issuers as provided in the Credit Agreement.

Mark S. Demilio, Magellan's Executive Vice President and Chief
Financial Officer, relates that the Company is projecting
$90,000,000 in cash receipts over the next 30 days and that it
will disburse approximately $80,000,000.  That means the
Company's bank account balance is projected to swell by
$10,000,000 this coming month.  With replacement liens, the
Lenders' interests in the Cash Collateral are adequately
protected.

                            *   *   *

Judge Beatty finds that it's clear the Debtors need to dip into
the Lenders' cash collateral or they'll be forced to shut down.
On an interim basis, Judge Beatty authorizes the Debtors to use
the Lenders' Cash Collateral, through April 23, 2003.  On April
23, the Court will convene a Final Cash Collateral Hearing to
consider entry of an order giving the Debtors continued access
to Cash Collateral through December 15, 2003.


MARCHFIRST: Ch. 7 Trustee Enters Pact to Preserve DWH's Assets
--------------------------------------------------------------
Andrew J. Maxwell, trustee of the chapter 7 estates of
marchFIRST, Inc., and its debtor-affiliates moves the U.S.
Bankruptcy Court for the Northern District of Illinois to
approve a settlement of certain disputes with divine, Inc., and
divine/Whittman-Hart, Inc.

DWH, a divine subsidiary, owes marchFIRST over $57 million on a
promissory note secured by substantially all of DWH's assets not
subject to bankruptcy proceedings.  The Trustee and divine have
participated in negotiations to effect the separation of DWH's
operations from those of divine and its affiliates and to
resolve certain disputes regarding the ownership of certain
accounts receivable related to DWH.

DWH's books and records reflect outstanding accounts receivable
in the amount of approximately $16 million, of which
approximately $12 million were generated through DWH's
traditional consulting services, known as "PSO" and
approximately $4 million were generated by consultants that
supported the products of the divine entities that are debtors-
in-possession before the Massachusetts Bankruptcy Court, known
as "PSG".

The Trustee believes that all of the accounts receivable on
DWH's books are subject to the liens granted to the marchFIRST
estate.  divine, on its end, takes the position that the PSG
Receivables were not generated by the assets sold by marchFIRST
to DWH, were never intended to be pledged to marchFIRST as
collateral for the DWH Note and are not subject to the
marchFIRST estate's liens. divine also contends that it may have
an interest in a portion of the PSO Receivables.

Alex D. Moglia & Associates, Inc., a professional retained by
the Trustee, has concluded on a preliminary basis that
maintaining DWH's operations should significantly enhance the
value of the marchFIRST estate's interest in those assets.

To minimize the risk that DWH will become entangled in divine's
bankruptcy proceedings and to stabilize DWH's operations
allowing it to fully explore the possibility of a going-concern
sale of its assets for the benefit of marchFIRST, the Trustee,
divine and DWH arrive at a settlement.  To this end, divine has
agreed in to:

      -- disclaim any interest in $1.7 million of cash proceeds
         of the PSO Receivables provided that such cash shall be
         used by DWH first to pay its employees' payroll and
         related taxes as they become due and then to pay its
         other operating expenses; and

      -- consent to the use of that cash to fund DWH's payroll,
         related taxes and operating expenses.

Subject to approval of the Settlement from the Massachusetts
Bankruptcy Court, divine has agreed to:

      -- disclaim any interest in the remaining PSO Receivables
         in the aggregate amount of $12 million;

      -- not interfere with the collection by DWH of its accounts
         receivable, with DWH's relationships with its customers,
         with the payment of DWIFs expenses from the LaSalle
         National Bank lockbox or otherwise or with DWH's efforts
         to sell its operations; and

      -- consent to an assignment for the benefit of creditors of
         DWH's assets in the event that the Trustee requests that
         an assignment be made.

In consideration of divine's agreements, DWH has agreed to
turnover $70,000 of PSG Receivables cash proceeds against which
marchFIRST claims a lien and to disclaim any interest in the
approximately $4 million of PSG Receivables.  Additionally, in
the event that the Massachusetts Bankruptcy Court approves the
Settlement on or before March 14, 2003, the Trustee and the
marchFIRST estate have agreed to waive any claim the marchFIRST
estates may have to substantively consolidate DWH's assets or
liabilities with those of divine or any of its affiliates, or
piercing the corporate veil or similar legal theory.

marchFIRST, Inc. filed for chapter 11 protection on April 12,
2001 (Bankr. N.D. Ill. Case No. 01-24742).  On April 26, 2001,
the chapter 11 cases were converted to chapter 7 proceedings.
Andrew J. Maxwell was appointed interim, and then final, chapter
7 trustee.  John J. Voorhees, Jr., Esq., at Mayer, Brown, Rowe &
Maw serves as Counsel to the Chapter 7 Trustee in this
proceedings.


MARINA CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marina Capital, Inc
         PO Box 601804
         Sacramento, California 95860

Bankruptcy Case No.: 03-24038

Type of Business: The Debtor engages in real estate development
                   and sales, mortgage brokering, land planning
                   and business consulting.

Chapter 11 Petition Date: March 10, 2003

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Mona Lyman Burton, Esq.
                   Holland & Hart LLP
                   60 East South Temple, Suite 2000
                   Salt Lake City, Utah 84111
                   Tel: (801) 595-7800
                   Fax: (801) 364-9124

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Richard Murray              Salary                    $321,464
4819 E. 3925 N.
Eden, UT 84310

Larry Walker                Consulting Services        $290,133
3613 Wolf Creek Drive
Eden, UT 84310

Raul Rodriguez & Associates Legal Fees                $162,280

Jon Blanchard               Employee Services          $80,000

Sherren O'Toole             Salary                     $48,972

Glenn J. Mecham             Consulting Services        $27,000

Charles A. Priest           Loan to Debtor for Bankr.  $25,000
                             retainer and other
                             corporate expenses

BSIX Listing                Stock Listing Services     $25,000

Brent W. Kerlin             Loan to Debtor for Bankr.  $25,000
                             retainer and other corp.
                             expenses

Davis James &               Accounting Services        $22,854
Chase-Kraaima, CPA's

Associated Insulation       Construction Services      $18,000


Kashner, Davidson           Accounting Services         $9,000
  Securities Corp.

Parsons Behle & Latimer     Legal Fees                  $3,000

Standard & Poor's           Stock Listing Services      $3,275

Thomas Hawkins              Marketing Services          $4,600

Weber County                Property Taxes              $7,422

Weber County                Property Taxes              $6,690

Carver Hovey & Co.          Accounting Services         $1,800

Tucson Financial Printers   Legal printing services     $1,750

Can Insurance               Life insurance policy       $1,055
                             For former president
                             And CEO


MARTIN INDUSTRIES: Employee Trust Discloses 30.23% Equity Stake
---------------------------------------------------------------
Martin Industries, Inc., Employee Stock Ownership Plan and
Related Trust beneficially owns 2,594,789 shares of the common
stock of its Company.  This amount represents 30.23% of the
outstanding common stock of Martin Industries.  The Plan and
Trust holds shared voting and dispositive powers over the stock
held.

As of December 31, 2002, the ESOP held of record 2,594,789
shares of common stock, or 30.23% of the shares of common stock
outstanding on such date, all of which had been allocated to the
accounts of employees participating in the ESOP. The shares held
by the ESOP are held in trust for the exclusive benefit of the
employees participating in the ESOP and their beneficiaries. The
committee responsible for administering the ESOP directs the
vote of the shares that have not been allocated to participants'
accounts. Participants are entitled under the ESOP to direct the
voting of the common stock held in their accounts; however, in
the event the trustees of the ESOP do not receive voting
instructions from participants, the Administrative Committee
directs the voting of said shares. Pursuant to the terms of the
ESOP, the Administrative Committee is responsible for certain
investment decisions (including decisions regarding acquisition
and disposition) regarding assets held by the ESOP. In addition,
in the event the trustees of the ESOP receive an offer to sell
or to tender all shares of common stock held by the ESOP, the
Administrative Committee, without solicitation of approval from
participating employees (unless the committee decides
otherwise), determines whether or not to tender or sell said
shares.  William H. Martin, III, James J. Tanous and William J.
Neitzke serve as members of the Administrative Committee, and
William J. Neitzke, Anne H. Collins and Diane S. McGee serve as
the trustees of the ESOP. The individual members of the
Administrative Committee and the trustees also beneficially own
additional shares of common stock in the Company that are not
owned of record by the ESOP, and each member has made an
individual filing with the SEC. Except for Ms. Collins and Ms.
McGee, no member of the Administrative Committee or trustee is
currently a participant in the ESOP. The Plan and Trust
disclaims beneficial ownership of the shares held by the ESOP
and further disclaims that the ESOP and its trustees and the
Administrative Committee constitute a "group" for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets, and do-
it-yourself utility trailer kits known as NuWay.  The Company
filed for Chapter 11 protection on December 27, 2002 (Bankr.
N.D. Ala. Case No. 02-85553).


MOBILE TOOL: Bringing-In Wilson Auction as Equipment Auctioneer
---------------------------------------------------------------
Mobile Tool International, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to engage the services of Wilson Auction & Realty
Company as their Equipment Auctioneer.

The Debtors are selling their assets in MTI Insulated Products,
Inc.  In connection with the liquidation of the MTI-IP assets,
the Debtors seek to sell certain manufacturing equipment,
demonstrator vehicles and used vehicles owned and used in the
operation of MTI-IP.

Consequently, the Debtors have determined that engaging Wilson
Auction as their Auctioneer with regard to the sale of the IP
Equipment is for the best interest of the Debtors, its estate
and parties in interests. The Debtors anticipate Wilson Auction
to:

      a) examine the IP Equipment;

      b) consult with the Debtors and develop a marketing program
         with respect to the sale of the IP Equipment;

      c) communicate with and provide information relating to the
         Auction of the IP Equipment to potential purchasers;

      d) report to the Debtors regarding the progress of its
         efforts to sell the IP Equipment; and

      e) conduct an auction of the IP Equipment.

In the event that Wilson Auction successfully closes a
Transaction, the Debtors agree to pay Wilson Auction a fee equal
to 10% of the amount paid by the buyer of the IP Equipment.

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.


NASH FINCH: Hires Ernst & Young to Audit 2002 Fin'l Statements
--------------------------------------------------------------
Nash Finch Company (Nasdaq:NAFCE) has received a favorable
response from the staff of the Securities and Exchange
Commission indicating that, based upon the Company's oral and
written representations, the SEC staff will not object at this
time to the Company's accounting for Count-Recount charges.

"We appreciate the SEC staff's timely response to us in this
matter," Ron Marshall, CEO of Nash Finch said. "We are now able
to move ahead with the release of our 3rd Quarter results. We
look forward to sharing those results, as well as our audited
full year results, with our shareholders," Marshall concluded.

The Company also announced that the accounting firm of Ernst &
Young LLP has been engaged to audit the Company's 2002 financial
statements. The Company is working with the auditors to
determine when its 3rd Quarter 2002 and full year results can be
released.

As had been previously disclosed, the Company's treatment of
Count-Recount charges has been the subject of an investigation
by the Division of Enforcement of the SEC since October 2002.
That investigation is ongoing and the SEC staff's favorable
response referenced above does not preclude any further action
by the Division of Enforcement. The Company continues to
cooperate fully with the SEC and is working to bring this matter
to a favorable conclusion.

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

Nash-Finch Company's 8.500% bonds due 2008 (NAFC08USR1) are
trading at about 68 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NAFC08USR1
for real-time bond pricing.


NATIONAL CENTURY: US Trustee Appoints NPF VI Creditor Committee
---------------------------------------------------------------
Pursuant to the Court's ruling on January 7, 2003, the U.S.
Trustee appoints these creditors to the Official Subcommittee of
NPF VI Unsecured Creditors within the Official Creditors'
Committee:

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

2. Ofivalmo Gestion
     75017 Paris, France
     Attn: Oliver Dieudonne
     Telephone Number: 00-331-40686056
     Fax Number: 011-331-40559213
     Claim Amount: $10,000 -- NPF VI

3. Ambac Investments Inc.
     One State Street Plaza
     New York, New York 10004
     Attn: Steven P. Rofsky
     Fax Number: 212-208-3441
     Claim Amount: $120,500,000 -- NPF VI
(National Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAT'L STEEL: Western Int'l Upbeat about US Steel Buying Company
---------------------------------------------------------------
In a credit research update, Western International Securities
determines that the merger between National Steel Corporation
and U.S. Steel Corporation will pay dividends on U.S. Steel's
earnings and add long term value.  Western International
Securities believes that the combination of the number one and
number three integrated steel producers will add $2 to $3
dollars, pre-tax, per share to U.S. Steel's earnings.

Western International Securities indicates that the total sale
proceeds and retained cash will be adequate to pay a high
percentage of all senior secured claims against National Steel.
The asset purchase agreement provides for the full payment or
assumption of postpetition debts and the payment of over 80% of
the face value of the prepetition secured claims.  Western
International Securities anticipates that payment of
postpetition and secured claims will be:

Claim Description                    Amount           Cash Paid
-----------------                    ------           ---------
Postpetition un-assumed
     claims & other              $160,000,000        $160,000,000

DIP Facility                      70,000,000          70,000,000

NUF subordinated credit
     Facility                     100,000,000         100,000,000

First Mortgage Notes             360,000,000         295,000,000

Administrative & Prepetition
     Property Taxes                60,000,000          60,000,000

Secured Equipment Loans          132,000,000          66,000,000
                              ---------------     ---------------
Totals                          $882,000,000        $751,000,000
                              ===============     ===============

Additionally, Western International Securities expects that the
completion of the merger and the payment of the collateralized
claims will bolster the National Steel Multi Facility 1st
Mortgage Security Notes to outperform "a basket of like or
similar" securities by over 10% in the next 12-month period.
Western International Securities targets the new price target of
the security to be $82. (National Steel Bankruptcy News, Issue
No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 78 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONSRENT INC: Settles Certain Disputes with Debis Financial
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates want to enter into a
Master Inventory Financing, Security and Settlement Agreement to
settle certain disputes with respect to their prepetition
equipment agreements with Debis Financial Services Inc.  The
Master Agreement provides for the termination of the Prepetition
Agreements and the Debtors' purchase of certain inventory at a
reasonable price and on reasonable terms.

To recall, in June 2001, the Debtors commenced an adversary
proceeding seeking to recharacterize the Prepetition Agreements.
As part of their Equipment Lease Review Program, the Debtors
have determined that the Prepetition Agreements, although
denominated as leases, are actually secured financing
arrangements.

The Debtors and Debis Financial are parties to prepetition lease
arrangements that the Debtors utilize to procure equipment for
their rental fleet.  Debis Financial is the prepetition assignee
of schedules 25, 26, 27, 29, 30, 51, 52, 58, 59 and B-1 to the
Amendment and Restatement of Equipment Lease Agreement dated
February 25, 1999 between the Debtors and LaSalle National
Leasing Corporation.

The Master Agreement is a product of good faith and arm's-length
negotiations by the parties.  The Master Agreement provides
that:

A. Sale of Inventory and Terms of Sale

    Debis Financial will sell to the Debtors all their equipment
    under schedules DEB1 through DEB10 to the Master Agreement.
    The Debtors will finance the purchase of the Inventory by
    borrowing $6,854,435 from Debis Financial.

B. Loans

    Debis Financial will loan these amounts:

    Inventory Description     Maturity Date           Loan
    ---------------------     -------------           ----
       Schedule DEB1         January 2, 2004       $173,109
       Schedule DEB2         January 2, 2004        486,616
       Schedule DEB3            July 1, 2003      1,804,251
       Schedule DEB4           April 1, 2004        253,726
       Schedule DEB5            July 1, 2004        608,706
       Schedule DEB6         October 1, 2004        572,489
       Schedule DEB7           April 1, 2005        350,676
       Schedule DEB8            July 1, 2004      1,095,397
       Schedule DEB9         October 1, 2005        947,704
       Schedule DEB10        January 2, 2005        561,761

           Total:                                $6,854,435

    For each loan, the Debtors will issue to Debis Financial 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, Debis
    Financial will be granted a purchase money security interest
    in the Inventory.

    The parties further agree to modify the automatic stay to
    permit Debis Financial 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
           Debis Financial under applicable law.

    An Event of Default occurs when:

       (i) within 10 days after becoming due and owing, the
           Debtors fail to pay:

           (1) the principal or interest with respect to the
               Notes;

           (2) any mandatory prepayments of outstanding
               obligations with respect to any of the Notes; or

           (3) any excess proceeds with respect to any Inventory
               item;

      (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
           Debis Financial 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 Debis Financial;

      (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 Debis Financial'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.
    Debis Financial 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.
    Debis Financial will have no further claims against the
    Debtors with respect to the Prepetition Agreements.

E. Mutual Release and Dismissal of Litigation

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

The Debtors assert that the Master Agreement provides
significant benefits to their estates and, therefore, should be
approved. The Debtors note that the monthly payments due Debis
Financial under the Master Agreement will be significantly less
than they are currently paying for the use of the Inventory
under the Prepetition Agreements.  The Debtors also point out
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 also contend that the allowance of the Claims
represents a fair and reasonable resolution of Debis Financial's
claims.  Debis Financial has 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.
The Debtors tell the Court that the consensual resolution of the
Litigation is also in their best interest.  If the Litigation
were not settled, the Debtors would be required to expend
significant time and resources to prosecute the Litigation.
(NationsRent Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETIA: US Court Gives Force to Polish & Dutch Court Decisions
-------------------------------------------------------------
Netia Holdings S.A. (WSE: NET, NET2), Poland's largest
alternative provider of fixed-line telecommunications services,
announced that the United States Bankruptcy Court for the
Southern District of New York entered an order giving full force
and effect in the United States to Netia's Polish arrangement
plans and Dutch composition plans ratified earlier by Polish and
Dutch courts, respectively. The court also ordered the turnover
to Netia of U.S.$13.7 million that Netia set aside to fund
certain interest payments under its 13.75% Senior Notes due
2010. The court ordered that the deposited amount be turned over
to Netia immediately following the completion of the final step
of Netia's restructuring, which requires the issuance of
warrants to pre-restructuring shareholders of Netia.


NETWORK COMMERCE: 2 Patent Infringement Suit Settlements Okayed
---------------------------------------------------------------
As previously disclosed, Network Commerce Inc., a Washington
corporation, is currently in Chapter 11 bankruptcy proceedings
in the United States Bankruptcy Court for the Western District
of Washington, Case No. 02-23396.

On February 28, 2003, the Bankruptcy Court entered two orders
approving two settlements of patent infringement lawsuits being
pursued by Network Commerce. The settlement agreements, which
were entered into on December 17, 2002 and January 27, 2003,
were contingent upon the approval of the Bankruptcy Court. As a
result of these settlements the bankruptcy estate of Network
Commerce is entitled to receive a total of $350,000.  Pursuant
to the Bankruptcy Court orders, these settlement funds, once
received, shall be held in trust by Cairncross & Hempelmann,
P.S., the law firm representing Network Commerce in its
bankruptcy case, with the alleged attorneys' liens of Perkins
Coie LLP attaching to such settlement proceeds, pending a
further order of the Bankruptcy Court resolving the extent,
validity and priority of Perkins Coie LLP's liens.

Regardless of this action and any other actions taken while in
Chapter 11, Network Commerce continues to believe that the total
proceeds of any or all sales or liquidation of its business and
assets will not be sufficient to satisfy fully the claims of its
creditors. Accordingly, Network Commerce believes that its
equity has no value and that its existing shareholders will not
receive any distributions on account of their shares of common
stock in connection with the resolution of the bankruptcy case.


NEW HORIZONS: Dec. 31 Working Capital Deficit Stands at $4 Mill.
----------------------------------------------------------------
New Horizons Worldwide, Inc. (Nasdaq: NEWH), announced financial
results for the fourth quarter and year ended Dec. 31, 2002.

Revenue for the quarter totaled $29.8 million, down 15.0 percent
from $35.0 million in the fourth quarter of 2001. However, this
included a one-time adjustment of $4.4 million resulting from
the effect of a change in revenue-recognition rates. Before
making this one-time adjustment, revenue for the quarter was
$34.1 million, down 2.5 percent from the fourth quarter of 2001.
For the year, revenue totaled $135.7 million, down 15.1 percent
from $159.9 million in 2001.

The company recorded a net loss for the quarter of $35.9 million
versus a net loss of $0.3 million in the fourth quarter of 2001.
The quarter's results included the following non-recurring
adjustments, on a pre-tax basis: a goodwill impairment charge of
$48.7 million; the $4.4 million revenue-recognition adjustment
mentioned above offset by a related deferral of commission
expense of $1.3 million; a write-off of bank fees of $0.6
million associated with debt refinancing; and a one-time lease
loss of $0.5 million related to the closing of a satellite
training facility. The combined amount of all revenue and
expense adjustments is $34.7 million after tax. Excluding all
these non-recurring adjustments, the net loss for the quarter
would have been $1.2 million.

For the full year, the net loss was $53.8 million versus net
income of $6.5 million in 2001. Excluding goodwill and all other
non-recurring adjustments, the net loss for the year would have
been $1.3 million.

System-wide revenues for the fourth quarter, which include
revenues for all training centers, both company-owned and
franchised, totaled $96.3 million versus $109.7 million in the
prior year quarter. For 2002, system-wide revenues were $428.8
million versus $511.8 million in 2001.

                   Revenue Accounting Details

The company recognizes revenue from its training programs on a
ratable basis over the duration of the respective program based
upon the estimated number of classes the students will attend.
Estimates of student attendance have been derived from
historical experience over a period of several years in which
the learning programs have been in place. Where the company has
less than two years of historical experience, revenues are
recognized on a straight-line basis over the duration of the
programs. The company adjusts its revenue-recognition rates upon
changes in historical experience. As a result of an update to
its historical studies of student attendance patterns in the
fourth quarter of 2002, the company determined that in certain
programs, primarily training vouchers and technical
certification, students were taking longer to complete classes
compared to past historical experience. As a result, the company
adjusted its revenue recognition rates and recorded an increase
in deferred revenue of $4.4 million, resulting in a charge, net
of an adjustment to related deferred costs and income taxes, of
$1.9 million.

                   Goodwill Accounting Details

Effective Jan. 1, 2002, the company adopted Financial Accounting
Standard No. 142 (FAS 142), which states that goodwill and
intangible assets deemed to have indefinite lives are no longer
subject to amortization, but are to be tested for impairment at
least annually. The three-month and twelve-month periods ended
Dec. 31, 2001 included amortization of $0.6 million and $2.2
million, respectively. As required by the standard, the company
thoroughly reviewed each of its operations for goodwill
impairment. This testing resulted in a goodwill impairment
charge of $48.7 million in the fourth quarter, as discussed
above. In addition, during the second quarter, the company
recorded a goodwill impairment charge of $27.0 million, or $17.8
million net of tax. In accordance with the provisions of FAS
142, that $17.8 million charge is recognized on the full-year
statement of earnings as a cumulative effect of a change in
accounting principle, retroactive to Jan. 1, 2002. The total
goodwill impairment for 2002 was $75.7 million; $50.3 million
net of tax.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $4 million.

                       Company Highlights

"Obviously, our financial results for 2002 are a
disappointment," said CEO Thomas J. Bresnan. "Most companies
continue to reduce spending for IT training, which has forced us
to make some difficult, but necessary, staff reductions.
However, the real solution is to restore revenue growth. In this
regard, we have had a number of successful new revenue
initiatives that should help improve results in 2003. These
include growth in our eLearning offerings, as well as good
acceptance of several new product offerings that were launched
in 2002."

The company's Integrated Learning strategy incorporates multiple
methods of training, including classroom and eLearning, and is
supported by a wide range of products and services. The
company's eLearning offerings grew steadily throughout 2002. In
particular, self-paced Online ANYTIME Learning revenues, on a
system-wide basis, grew from $3.6 million in 2001 to $13.9
million in 2002.

In 2002, the company entered a new product space with the launch
of two Business Skills offerings, which include one-day seminar
style courses as well as more advanced multi-day workshops. The
company also expanded its Information Security initiative to
include a comprehensive suite of programs ranging from entry-
level to advanced training. The positive response to Information
Security training amounted to over 10,000 student days of
training for the year.

The company's international business continued to expand in
2002, with New Horizons centers operating in more than 50
countries worldwide. Revenue from international training centers
represented 23.2% of the company's total system-wide revenue in
2002, up from 21.3% in the prior year. Of major significance,
New Horizons signed an agreement with Shriram Global
Technologies and Education, a Shriram Group company, to launch
New Horizons Computer Learning Centers in the rapidly growing
Indian market. The first location opened in December in Delhi,
with a total of 100 centers planned within a three-year period.

During fiscal 2002, the company reduced its debt 44% percent,
from $25.7 million to $14.5 million. On Feb. 27, 2003, the
company repaid an additional $3.5 million, and refinanced the
remaining debt with a new term loan of $10.6 million and $0.3
million from a revolving line of credit of $1.5 million through
Wells Fargo Bank. This refinancing resolved previously disclosed
covenant violations, and provides the financial foundation to
move ahead with plans to restore profitable growth.

"Looking ahead, we are working on a number of fronts to improve
revenue and profitability," continued Bresnan. "One important
effort is our Enterprise initiative, which is focused on serving
the needs of large, multi-national corporations. Fourth quarter
contracts included Pearson Inc., USG, the U.S. Army Europe, and
the USDA. We believe that New Horizons is the best-equipped
company to serve the global training needs of large enterprise
companies. With our worldwide presence and Integrated Learning
offerings, we can provide a single source training solution for
nearly any corporate need.

"In spite of the continued decline in the overall IT sector, our
business is stabilizing on a sequential quarter basis. We remain
optimistic that our Integrated Learning offering not only meets
the needs of today's customer, but is the right strategy to
ensure we meet the needs of our future customers' as well. We
have the right products that busy and highly skilled IT
professionals, and the companies that employ them, need for a
competitive advantage."

New Horizons Computer Learning Centers, a subsidiary of New
Horizons Worldwide, Inc., was named the world's largest IT
training company by IDC in 2002. Through its Integrated Learning
offering, New Horizons provides customer-focused computer
training choices with a wide variety of tools and resources that
reinforce the learning experience. With more than 265 centers in
51 countries, New Horizons sets the pace for innovative training
programs that meet the changing needs of the industry. Featuring
the largest sales force in the IT training industry, New
Horizons has over 1,700 account executives, 2,000 instructors
and 1,900 classrooms. For more information, visit
http://www.newhorizons.com


NORTEK INC: Full-Year 2002 Financial Results Show Strong Growth
---------------------------------------------------------------
Nortek, Inc., a leading international designer, manufacturer and
marketer of high-quality, brand-name building products,
announced results for the year and fourth quarter 2002. As
previously announced, the acquisition of Nortek Holdings, Inc.,
the parent of Nortek, Inc., by affiliates of Kelso and Company,
L.P. and management was completed on January 9, 2003.
Accordingly, Nortek Holdings is no longer a public company and
its shares are not traded on the New York Stock Exchange.

Key financial highlights from continuing operations for the
full-year 2002 included:

      -- Net sales for the year of $1.89 billion, an increase of
         approximately 6% from $1.78 billion for 2001.

      -- EBITDA of $230 million compared to $212 million for the
         prior year.

      -- Operating earnings of $187 million compared to last
         year's $154 million.

      -- Earnings of $59 million compared to $33 million in 2001.

For the fourth quarter, Nortek results from continuing
operations included net sales of approximately $437 million
compared to $426 million for 2001; Operating earnings of
approximately $35 million compared to last year's $36 million;
EBITDA of approximately $46 million compared to approximately
$52 million in 2001.

Goodwill amortization included in operating earnings in 2001 in
the fourth quarter and for the year was approximately $4.1
million and $16.3 million, respectively, as determined under
accounting principles generally accepted in the United States in
effect in the year 2001. Operating earnings for the comparable
periods of 2002 did not include any amortization of goodwill.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"We are pleased to report that 2002 was a record year for
Nortek. All three of Nortek's operating groups experienced
healthy demand for their high-quality brand-name products with
both sales and earnings for the year exceeding 2001. Our results
are even more impressive considering the continued softness in
the manufactured housing segment and the slowdown in demand for
commercial HVAC products."

Mr. Bready added, "Throughout the year, Nortek continued its
strategic sourcing and manufacturing efficiency initiatives to
improve its overall operations and reduce costs wherever
possible."

"Additionally, we strengthened our liquidity during the year by
reducing current and long-term debt by approximately $65
million. We also put in place a $200-million Senior Secured
Credit Facility for seasonal requirements and general corporate
purposes. At December 31, 2002 there were no borrowings
outstanding under this facility."

Nortek (a wholly-owned subsidiary of Nortek Holdings, Inc.) is a
leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and
commercial markets. Nortek offers a broad array of products for
improving the environments where people live and work. Its
products include range hoods and other spot ventilation
products; heating and air conditioning systems; vinyl products,
including windows and doors, siding, decking, fencing and
accessories; indoor air quality systems; and specialty
electronic products.

                          *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service assigned and confirmed ratings to Nortek,
Inc., with Stable outlook.

                         Rating Actions

      * B1 senior implied rating

      * B1 Issuer rating

      * Ba3 on the $200 million senior secured revolving credit
        facility due 2007

      * B1 on $175 million of 9.25% senior notes due 3/15/2007

      * B1 on $310 million of 9.125% senior notes due 9/1/2007

      * B1 on $210 million of 8.875% senior notes due 8/1/2008

      * B3 on $250 million of 9.875% senior subordinated notes
        due 6/15/2011

The ratings reflects Nortek's high debt leverage due to its
acquisition-based growth strategy and its negative tangible
equity of about $370 million at June 29, 2002.


NRG ENERGY: Hearing to Dismiss Involuntary Set for Mar. 27
----------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
                     DISTRICT OF MINNESOTA

In Re:                       )
                              ) Involuntary Chapter 11 Case
NRG Energy, Inc.,            )
                              )      Case No. 02-33483
             Debtor.          )

               NOTICE OF SETTLEMENT AND HEARING
        ON MOTION TO DISMISS THE INVOLUNTARY PETITION

TO: THE UNITED STATES TRUSTEE, ALL CREDITORS,
     EQUITY SECURITY HOLDERS AND OTHER PARTIES IN INTEREST

      1. NRG Energy, Inc. ("NRG") the alleged debtor in the
above-captioned involuntary bankruptcy case (the "Involuntary
Case"), moves the Court for the relief requested below and gives
notice of hearing.

      2. The Court will hold a hearing regarding the motion to
dismiss the involuntary petition (the "Motion") on March 27,
2003 at 1:30 p.m. (CST) in Courtroom 228B, United States
Courthouse, 316 North Robert Street, St. Paul, Minnesota 55101.

      3. Any response to the Motion objection must be in writing
and must be served on the undersigned counsel and the United
States Trustee and filed with the clerk by March 20, 2003.

      4. This Court has jurisdiction over this Motion pursuant to
28 U.S.C. Secs. 157 and 1334, Bankruptcy Rule 5005, and Local
rule 1070-1 and 1073-1.  This is a core proceeding.

      5. The petition commencing the Involuntary Case was filed
on November 22, 2002, by five of NRG's former officers, Brian
Bird, Leonard Bluhm, Craig Mataczynski, John Noer and David
Peterson (the foregoing, along with Roy Hewitt and James Bender
who subsequently joined in the petition on December 13, 2002,
the "Petitioners"). NRG has subsequently filed an answer (the
"Answer") and a motion to dismiss the Involuntary Case (the
"Abstention Motion").

      6. On October 3, 2002, prior to commencing the Involuntary
Case, the Petitioners exclusive of Roy Hewitt, commenced an
action against NRG entitled Brian Bird et al., v. NRG Energy,
Inc., 02 CV 3810 (the "District Court Action") in the United
States District Court in Minneapolis seeking to recover
severance and other benefits they claimed to be owed in
connection with their employment with NRG.

      7. A status and scheduling conference was held on January
23, 2003 in connection with the Involuntary Case and the Court
subsequently entered its Scheduling Order for Proceedings on
Contested Involuntary Petition and Debtor's Motion for
Abstention and Other Relief setting forth the timing and
procedure for discovery, motions and other matters leading to a
hearing on the Abstention Motion and trial of issues raised by
the Involuntary Petition and the Answer to be commenced on April
29, 2003.

      8. Since the commencement of the Involuntary Case, NRG and
its counsel have been involved in extensive negotiations with
the Petitioners and their counsel. As a result of these
intensive negotiations, NRG and the Petitioners were able to
reach an agreement and compromise regarding their respective
claims against each other (the "Settlement Agreement").  On
February [17], 2003, the Settlement Agreement was executed by
the Petitioners and NRG.

      The material terms of the Settlement Agreement can be
summarized as follows:

      * Compromise of Petitioner Claims. The following chart
        reflects the claim amounts sought by, and that NRG
        will acknowledge that it owes to, the Petitioners
        (the "Claim Amounts") as well as the amounts that
        the Petitioners will accept in full for and
        satisfaction of the Claim Amounts (the "Settlement
        Amounts"):
                                    Claim       Settlement
            Petitioner Name         Amount        Amount
            ---------------         ------      ----------
        (a) Brian Bird             $934,978.00   $273,891.00
        (b) Leonard A. Bluhm     $2,509,266.17 $1,102,024.00
        (c) Craig A. Mataczynski $3,022,337.00 $1,143,026.00
        (d) John A. Noer         $4,631,220.11 $1,817,857.00
        (e) David H. Peterson   $12,434,061.00 $6,191,842.00
        (f) James Bender         $2,210,317.13   $848,152.00
        (g) Roy R. Hewitt        $2,006,480.00   $869,942.00

      * Mutual Releases. The Petitioners will release any
        and all claims, causes of action, and liabilities,
        whether matured, unmatured, contingent fixed or
        otherwise, against NRG and all NRG subsidiaries, and
        the officers, directors, agents, and employees of
        either (collectively, the "NRG Released Parties"),
        and Wayne H. Brunetti, Richard C. Kelly and Gary R.
        Johnson. NRG on behalf of itself and its
        subsidiaries, will release the Petitioners from any
        and all claims, causes of action, and liabilities,
        whether matured, unmatured, contingent fixed or
        otherwise.

      * Non-Disparagement. NRG and the Petitioners will
        refrain from taking any actions to harm the public's
        perception of each other.

      * Dismissal of the District Court Action. The
        Petitioners and NRG will jointly move to dismiss the
        District Court Action.

      * Dismissal of the Involuntary Case. The Petitioners
        will not make any further objection to the
        Abstention Motion and if necessary will further
        cooperate with NRG to secure to the dismissal of the
        Involuntary Case.

      * Modification of Change in Control. Any agreement
        relating to the Petitioner's employment with NRG
        that conditions a Petitioner's right to receive
        property on a "Change of Control" shall be modified
        to provide that such provision shall be effective if
        the "Change of Control" occurs or had occurred
        within eighteen (18) months after the termination of
        such Petitioners employment.

      * Release of Section 303 Claims. NRG will release the
        Petitioners from any and all liability, claims, and
        causes of action provided for in section 303, of []
        title 11 of the United States Bankruptcy Code (the
        "Bankruptcy Code").

      9. On February 28, 2003, the Court entered the Amended
Scheduling Order for Procedures and Contested Involuntary
Petition and Debtor's Motion for Abstention and Other Relief
(the "Amended Scheduling Order") which among other things set a
Hearing Date of March 27, 2003 at 1:30 p.m. and directed that
Notice of the Hearing be given.

      10. NRG believes that the terms of the Settlement Agreement
are fair and reasonable in light of the expense, delay and
uncertainty involved in the continued litigation of the District
Court Action and the Involuntary Case.

      11. NRG intends to file an Amended Motion for Abstention
and Other Relief (the "Amended Abstention Motion").  In addition
NRG may file affidavits, memoranda or other pleadings in support
of the Abstention Motion or the Amended Abstention Motion.

      12. The Amended Abstention Motion will supersede the
previously filed Abstention Motion and in addition to seeking
abstention and dismissal pursuant to Bankruptcy Code section
305, seek dismissal of the Involuntary Case pursuant to
Bankruptcy Code sections 303(h) and (j).

      13. A copy of the Settlement Agreement and Amended
Abstention Motion and any other pleadings that may be filed will
be provided upon request and can be viewed on the bankruptcy
court's web page at http://www.mnb.uscourts.gov

      14. To request that a copy of the Settlement Agreement, the
Amended Abstention Motion or any other pleadings be sent to you
directly, please contact Kurtzman Carson Consultants LLC at:

               Kurtzman Carson Consultants LLC
               5301 Beethoven Street, Suite 102
               Los Angeles, California 90066
               (866) 381-9100 extension 609
               nrginfo@kccllc.com

     Date: ________ __, 2003           Respectfully submitted,

     FREDRIKSON & BYRON, P.A.          KIRKLAND & ELLIS
     James L. Baillie (#3980)          Matthew A. Cantor
     Clinton Cutler (#158094)          Michael A. Cohen
     1100 International Center         Citigroup Center
     900 Second Avenue South    -and-  153 East 53rd Street
     Minneapolis, MN 55402             New York, New York 10022
     Phone: (612) 347-7013             Phone: (212) 446-4800
     Fax: (612) 347-7077               Fax: (212) 446-4900
     Local Attorneys for               Attorneys for
        NRG Energy, Inc.                  NRG Energy, Inc.



PAC-WEST TELECOMM: Urges California PUC to 'Stay The Course'
------------------------------------------------------------
The California Internet Service Providers Association warned
that an upcoming vote by the California Public Utilities
Commission on a measure favored by SBC Communications would
bankrupt dozens of Internet service providers, raise Internet
rates for consumers and expose rural and outer suburban
consumers to much higher Internet bills.

The Commissioners are scheduled to vote on Thursday, March 13,
2003 on an interconnection agreement between SBC and Pac-West
Telecomm that would allow the Texas-based phone giant to charge
competitors new per-minute and per-mile fees. In this case, the
$40 million in "transport charges" would approximate one-third
of Pac-West's annual revenue, a debilitating blow to one of
SBC's rare facilities-based local competitors and a move that
would further restrict Internet access, especially for those
rural users with the fewest alternatives.

A neutral Administrative Law Judge issued a draft decision
striking down the new proposed fees, but they were re-inserted
in a recent "alternate" introduced by a Commissioner.

"This last minute assault from Pac Bell is simply awful for
ISPs, residential Internet users, and small businesses that
depend on the Internet," said Mike Jackman, CISPA's executive
director. "We urge the California PUC to 'stay the course,'
uphold the findings of its neutral judge and bring a dose of
badly needed regulatory certainty to the Internet sector."

CISPA also released a study by Yale Braunstein, a professor in
the School of Information Management and Systems at the
University of California at Berkeley, which showed that SBC's
proposed changes could cause dial-up Internet rates to rise more
than 30 percent, particularly in rural and outer suburban areas.
(A copy of the study can be made available for review by
contacting Mike Jackman at 415-388-3216).

Currently, competitive phone companies (CLECs) can serve the
state from a single location and Internet calls are treated as
local. The alternative to paying the per-minute, per-mile fee
would be for CLECs to install switching facilities, which can
cost as much as millions, in the hundreds of local calling areas
in the state. Professor Braunstein's analysis showed that such a
set-up would make it economically unfeasible for anyone but the
local phone giants to serve rural communities -- those areas
that have fewer then 50,000 potential customers and are more
than 16 miles from an installed switch.

Founded in 1980, Pac-West Telecomm, Inc., supplies Internet
access services to Internet and other types of service
providers, and integrated voice and data communications services
to small and medium-sized businesses. Pac-West's network
averages over 100 million minutes of voice and data traffic a
day, and the company estimates that it currently carries over
20% of the Internet traffic in California. Pac-West has
operations in California, Nevada, Washington, Arizona, and
Oregon. For more information, please visit Pac-West's Web site
at http://www.pacwest.com

                          *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's lowered its corporate credit
rating on competitive local exchange carrier Pac-West Telecomm
Inc., to 'CC' from 'CCC-'.

The senior unsecured debt rating on the company remains at 'C'.
The ratings were removed from CreditWatch with negative
implications. The outlook is negative. At the end of September
2002, Stockton, California-based Pac-West had total debt of more
than $106 million.


PATHNET: Hires Telecom Asset to Sell Strategic Network Assets
-------------------------------------------------------------
Telecom Asset Management Group LLC, the leading provider of
global telecom asset reallocation services, has been retained by
the Trustee of Pathnet Operating Inc., to sell strategic network
assets via TAM's private acquisition and disposition channel.
Pathnet assets include dark fiber, conduit and related network
electronics and are suitable for purchase by carriers, service
providers, investment banks, private equity firms, and telecom-
intensive enterprises.

"We retained Telecom Asset Management Group on the Pathnet sale
because of the team's expertise in conducting telecom
transactions and their deep understanding of the market for
buying and selling strategic assets," said H. Bradley Evans,
Jr., of Redmon, Peyton & Braswell LLP, who is overseeing the
sale on behalf of Creditors Nortel Networks and Cisco. "TAM has
proven its ability to maximize results and attract the right
buyers in a discreet environment. We believe this sale is in the
best interest of the creditors and shareholders."

The private sale, which was approved by the U.S. Bankruptcy
Court, will run through April 30, 2003, and can be accessed by
visiting http://www.telecomassets.com

"TAM is pleased to offer our global network of buyers the
opportunity to purchase network capacity, rights of way and
associated world-class network electronics they want through the
Pathnet sale," said Michael Scheele, managing partner of TAM and
20-year telecom industry veteran.

Telecom Asset Management Group, privately held and based in San
Francisco, was founded in 2002 to establish the premier global
channel to buy and sell non-essential, under-performing, and
distressed telecom assets. TAM's approach facilitates quick
transactions, discreet sales, minimizes buyer risk, and
maximizes return to sellers. Primary areas of focus include core
network electronics, technical real estate, transport
infrastructure (e.g. dark fiber, IRUs, conduit, rights of way),
operational networks, and business units. Clients also benefit
from a broad range of consulting services such as asset
analysis, valuation, disposition, acquisition, sales strategies,
and vendor workouts.

The company is led by a team of experienced telecom industry
veterans who have collectively managed more than $1 billion in
international telecom asset transactions over the last five
years. TAM helps companies seeking to buy and sell telecom
assets reach a market of more than 1,000 registered buyers and
sellers in Asia, Europe, Latin America, North America, and
beyond. For more information, visit http://www.TelecomAssets.com


PEABODY ENERGY: S&P Rates Senior Bank Loan & Notes at BB+/BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured bank loan rating to coal producer Peabody Energy Corp.'s
$1.2 billion senior secured bank loan facility and its 'BB-'
rating to the company's proposed $500 million of senior
unsecured notes maturing in 2013.

Standard & Poor's said that at the same time it has affirmed its
'BB' corporate credit rating on the St. Louis, Missouri-based
company. The outlook remains stable. The company has $1.3
billion in total debt.

The bank facility -- documented in the form of an Amended and
Restated Credit Agreement dated as of June 9, 1998 among the
Registrant, as Borrower, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Syndication Agent,
Documentation Agent, and Administrative Agent, and the lenders
party thereto -- consists of a five-year, $600 million secured
revolving credit facility and a seven year, $600 million secured
term loan B facility.  The credit facility will not have a
sublimit for letters of credit, of which, $230 million will be
outstanding at time of closing. The bank facility and notes will
be guaranteed by Peabody's restricted subsidiaries including its
81.7%-owned Black Beauty Coal Co.

Information obtained from http://www.LoanDataSource.comshows
that P&L COAL HOLDINGS CORPORATION, is the Borrower under the
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 9, 1998
providing access to a Credit Facility provided by a consortium
of Lenders originally comprised of:

   * Lehman Commercial Paper Inc.,
   * The First National Bank of Chicago,
   * Bank of America National Trust & Savings Association, and
   * The Fuji Bank, Limited.

That Credit Facility requires the Borrower to comply with two
specific financial covenants:

     (a)  Debt Ratio.  The Borrower covenants that it will not
          permit its Debt Ratio to be greater than:

                                       Maximum
            Testing Date              Debt Ratio
            ------------              ----------
            9/30/02                     5.00
            12/31/02                    5.00
            3/31/03                     4.75
            6/30/03                     4.75
            9/30/03                     4.75
            12/31/03                    4.75
            3/31/04                     4.25
            Thereafter                  4.25

      (b)  Interest Coverage.  The Borrower covenants that it
           will not permit the ratio of (i) Consolidated EBITDA
           to (ii) Consolidated Cash Interest Expense to be less
           than:
                                  Minimum Interest
            Testing Date          Coverage Ratio
            ------------         ----------------
            3/31/02                    2.25
            Thereafter                 2.25

The bank facility is secured by a first-priority lien on certain
tangible and intangible assets of the restricted subsidiaries.
"Because specific assets secure the facility, Standard & Poor's
used its discrete asset methodology to evaluate the collateral
under a liquidation scenario," said Standard & Poor's credit
analyst Thomas Watters. "Although the collateral will incur
substantial devaluation in a default scenario, Standard & Poor's
expects there is a strong likelihood secured creditors will
realize full recovery of principal in event of default or
bankruptcy, assuming a fully drawn bank facility."

Standard & Poor's said that its ratings on Peabody reflect its
leading market position, substantial diversified reserve base,
and contractual sales. The ratings also reflect its aggressive
financial leverage. Peabody is North America's largest coal
producer, with approximately 198 million tons of coal sold
during the 12 months ended Dec. 31 2002, and nine billion tons
of reserves.


PURCHASEPRO.COM: Balks at UST's Action to Convert Case to Ch. 7
---------------------------------------------------------------
Pro-After, Inc., fka PurchasePro.com, Inc., and the Official
Committee of Unsecured Creditors jointly oppose the motion by
the United States Trustee to convert the company's Chapter 11
case to a Chapter 7 Liquidation under the Bankruptcy Code.  The
allegations underpinning the U.S. Trustee's bid to convert the
case were reported in yesterday's Troubled Company Reporter.

The Debtors and the Committee tell the Court that conversion to
Chapter 7 would not serve creditors' best interests, is not
supported by any party with an economic interest in this case,
and is inappropriate under the circumstances.

The Debtor, the Committee and Debtor's largest single creditor,
Cheyenne Investments, LLC are one in opposing the UST's wish to
convert this case.  The Committee and the Debtor tells the Court
that the UST premises its arguments on the fact that liquidation
under Chapter 7 would bring a greater return to creditors.
However, the UST has not investigated the complex claims which
Debtor's estate holds.  The Committee and the Debtor asserts
that the UST's Motion contains no factual argument or analysis
-- only speculation.

The Committee and Debtor report that they are jointly
investigating and pursuing a variety of claims including:

      (1) claims against Debtor's D&O insurance policies;

      (2) claims against Debtor's former officers and directors;

      (3) breach of contract claims totaling millions of dollars;

      (4) an Eleventh Circuit Court of Appeals derivative
          proceeding involving short-swing securities trading
          against Office Depot;

      (5) numerous preferences and fraudulent conveyances; and

      (6) numerous shareholder derivative actions throughout the
          United States.

Between the Petition Date and conclusion of the sale hearing on
January 8, 2003, Debtor negotiated with a number of potential
bidders in an effort to obtain the highest and best offer.
Ultimately, the Court approved a sale to Perfect Commerce, Inc.,
which was supported by the Committee and generated about $2.6
million in sale proceeds.

Instead of inquiring as to the status of the Committee or
Debtor's action, the UST rushed to file a Motion to convert to a
case under Chapter 7 and sought an expedited hearing on
shortened time. The Debtor believes that the simple fact that
the Committee and Cheyenne have joined it in opposition to the
UST's Motion should provide ample support for the fact that
conversion is not in the best interests of Debtor's many
creditors.

Since concluding the sale of its assets to Perfect Commerce, the
Debtor has undertaken aggressive steps to timely liquidate its
many claims. To this end:

      (a) the Debtor has obtained, organized and transferred to
          its counsel approximately two million pages of business
          records as well as several hundred gigabytes of
          electronic data and evidence;

      (b) the Debtor and its counsel have become more actively
          involved in its many shareholder derivative actions.
          Included among the cases in which Debtor has become
          more active is Levy v. Office Depot, a case currently
          pending before the 11th Circuit Court of Appeals. In
          this proceeding, a shareholder has brought an action on
          behalf of Debtor seeking disgorgement from Office Depot
          and one of Debtor's former directors of more than $18
          million in short-swing trading violative of Section
          16(b) of the Securities and Exchange Act of 1934;

      (c) the Debtor has commenced an action against Future
          Media, Inc. seeking to recover more than $1,000,000 in
          contract damages, an action recently taken under
          submission by the Court;

      (d) the Debtor has commenced an adversary proceeding
          against its former officer Chris Benyo seeking to
          recover $35,000;

      (e) the Debtor successfully resolved a tax appeal before
          the County Board of Equalization thereby reducing a
          secured tax claim asserted by Clark County from more
          than $190,000 to $26,000;

      (f) the Debtor has formulated and circulated internally a
          draft Plan of Reorganization providing for a
          liquidating trust;

      (g) the Debtor has terminated or filed motions to reject
          the employment contracts of all full-time employees
          other than Todd Lehtonen, its general counsel;

      (h) the Debtor has commenced its analysis of potential
          preferences and fraudulent conveyances and anticipates
          filing a series of actions within the month; and

      (i) the Debtor is actively investigating the more than
          $200,000,000 in claims that have been filed against its
          estate and anticipates commencing the objections
          process within 45 days.

Consequently, the Committee and the Debtor ask the Court to deny
the UST's Motion in its entirety.

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 Debtor in
its 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.


REGUS BUSINESS: Court Establishes April 7, 2003 Claims Bar Date
---------------------------------------------------------------
Creditors holding claims against Regus Business Centre Corp.,
and its debtor-affiliates, are directed by the U.S. Bankruptcy
Court for the Southern District of New York to file their proofs
of claims on or before 5:00 p.m. Eastern Standard Time on
April 7, 2003.

Seven types of claims are excluded from the Court's Claims Bar
Date Order:

       a. Claims already properly filed with the Clerk of
          Bankruptcy Court;

       b. Claims not listed as disputed, unliquidated or
          contingent;

       c. Claims previously allowed by Order of the Court;

       d. Claims already paid in full by any of the Debtors;

       e. Claims for which a specific deadline has previously
          been fixed by the Court;

       f. Claims on account of Intercompany debts; and

       g. Claims for Chapter 11 administrative expenses.

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026). Karen
Dine, Esq., at Pillsbury Winthrop LLP represents the Debtors in
their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed debts and assets of:

                                 Total Assets:    Total Debts:
                                 -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


RESOURCE AMERICA: Trapeza Funding Closes $400 Million Offering
--------------------------------------------------------------
Resource America Inc., (NASDAQ:REXI) announces that Trapeza
Funding II, LLC, a joint venture between Financial Stocks, Inc.,
a Cincinnati-based Registered Investment Advisor, and Resource
America, Inc., a Philadelphia-based proprietary asset management
company, has completed Trapeza CDO II, a $400 million pooled
trust preferred collateralized debt obligation through
underwriters Credit Suisse First Boston and SunTrust Robinson
Humphrey, a division of SunTrust Capital Markets, Inc.  Trapeza
Capital Management, LLC, an affiliate, will act as collateral
manager of CDO II. Trapeza CDO I, a $330 million pooled trust
preferred CDO, was completed in November, 2002. Since beginning
business in March, 2002 Trapeza has raised a combined $730
million in its CDO transactions.

Jonathan Z. Cohen, Managing Member of Trapeza and Chief
Operating Officer of Resource America, Inc,, stated, "We are
gratified by the success we have achieved in the CDO
marketplace. In our first year, we have been able to raise $730
million in this market. This success enhances Resource America's
growing financial services division, and strengthens our overall
proprietary asset management business model."

Resource America Inc., is a proprietary asset management company
that uses industry specific expertise to generate and administer
investment opportunities for its own account and for outside
investors in energy, real estate and financial services. The
Company's financial services division includes Trapeza and Leaf
Financial Corporation, the general partner of Lease Equity
Appreciation Fund I, L.P., a proprietary asset management
product focused on small ticket leasing.

Financial Stocks, Inc., is a registered investment advisor
focusing on financial services companies, including banks,
thrifts, insurance companies, commercial and consumer finance,
leasing brokerage and financial technology businesses. Investing
in both publicly-traded and privately held securities, FSI
delivers value to its investors and its portfolio companies
through its broad and deep industry experience, expertise in
corporate finance and structure, and experience with complex
financial institution regulation.

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's Ratings Services placed the 'B'
ratings of oil and gas exploration and production company
Resource America Inc., on CreditWatch with negative implications
following the announcement of Resource's proposed $65 million
debt refinancing and $30 million note offering.

Philadelphia, Pa.-based Resource has $115 million worth of
senior notes rated by Standard & Poor's.

"The CreditWatch listing speaks to the uncertainty of a
successful offering; Resource's previous attempt at capital
market access in August met with difficulty," noted Standard &
Poor's credit analyst Paul B. Harvey. "Proceeds from the
proposed $30 million note offering are expected to be used to
pay fees associated with the extension of the $65 million
unsecured notes' maturity date to 2008. The notes are scheduled
to mature in 2004," he continued.


RFS ECUSTA: Committee Asks Court to Convert Cases to Chapter 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of RFS Ecusta
Inc., and RFS US Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to convert the Debtors' chapter 11 cases to
chapter 7 Liquidation Proceedings under the Bankruptcy Code.

The Committee argues that cause exists to convert the Cases. The
Debtors have no free cash or assets to fund ongoing expenses and
Transamerica Business Capital Corporation, which has asserted a
lien on virtually all of the Debtors' assets, stopped funding on
February 28, 2003.

The Committee further points out that the disappointing results
of the Auction, at which time substantially all of the Debtors'
physical assets were sold to Ancefin LTD, tells that the Debtors
are administratively insolvent and would be unable to confirm
any plan of reorganization or liquidation under chapter 11.
Moreover, substantially all of the Debtors' physical assets were
sold at the Auction, leaving nothing for the Debtors to
administer under chapter 11.

To this end, there are no officers or directors in place who can
be relied upon to oversee the continued administration of the
Cases in chapter 11. The Debtors' sole director is Upendra Puri
and the Debtors' only officer is Ajay Bhadwar, its President.
Each of these individuals is a nephew of Nathu Ram Puri, the
Debtors' sole indirect shareholder. Given potential conflicts of
interest -- Puri is the target of potential claims -- the
questionable conduct of these Cases in chapter 11 and the fact
that Puri controls the buyer of the Debtors' assets at the
Auction, relying upon the Debtors' own officers and directors to
oversee the Cases in chapter 11 is not an option.

The Committee asserts that the appointment of a chapter 7
trustee will result in the investigation and pursuit of
potential causes of action on behalf of the Estates, which
represent the only hope of providing for a distribution in these
Cases.

The Committee submits that conversion of the Cases to cases
under chapter 7 of the Bankruptcy Code is in the best interests
of the Debtors, their creditors and their estates.

RFS Ecusta Inc., and RFS US Inc., were leading manufacturers of
high quality premium paper products for the tobacco and
specialty and printing paper products.  The Company filed for
chapter 11 protection on October 23, 2002 (Bankr. Del. Case No.
02-13110).  Christopher A. Ward, Esq., at The Bayard Firm
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
estimated debts and assets of more than $10 million each.


RITE AID CORPORATION: February Same-Store Sales Climb 3.2%
----------------------------------------------------------
Rite Aid Corporation (NYSE, PSX:RAD) announced sales results for
February.

                         Monthly Sales

For the five weeks ended March 1, 2003, same store sales rose
3.2 percent over the prior-year period. Pharmacy same store
sales were up 4.9 percent, while front-end same store sales were
up 0.4 percent.

Total drugstore sales for the five-week period rose 1.6 percent
to $1.567 billion compared to $1.543 billion for the same period
last year. Prescription revenue accounted for 63.6 percent of
drugstore sales, and third party prescription revenue
represented 92.7 percent of pharmacy sales.

                        Quarterly Sales

Same store sales for the quarter ended March 1, 2003 increased
4.7 percent over the prior-year quarter, reflecting a 6.8
percent increase in pharmacy comparable sales and a 1.5 percent
increase in front end same-unit sales.

Total drugstore sales for the quarter increased 2.6 percent to
$4.136 billion against $4.030 billion in the same quarter last
year. Prescription revenue represented 61.8 percent of total
drugstore sales, and third party prescription revenue was 92.7
percent of pharmacy sales.

                        Year End Sales

Same store sales for the 52-week period ended March 1, 2003,
which represents Rite Aid's full 2003 fiscal year, increased 6.7
percent, consisting of a 9.7 percent pharmacy same store sales
increase and a 1.9 percent increase in front-end same store
sales.

Total drugstore sales for the 52 weeks ended March 1, 2003
gained 4.2 percent to $15.778 billion from $15.138 billion in
last year's like period. Prescription revenue accounted for 63.2
percent of total drugstore sales, and third party prescription
revenue was 92.7 percent of pharmacy sales.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $15 billion. On
March 1, 2003 Rite Aid operated 3,404 stores compared to 3,497
stores in the like period a year ago.

As previously reported in the Troubled Company Reporter,
Standard & Poor's assigned its 'B-' rating to Rite Aid Corp.'s
proposed $200 million senior secured notes offering, which
matures in 2011. The notes are being issued under rule 144A with
registration rights.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit ratings on Rite Aid and Rite Aid Lease Management Co.
The outlook is positive. Camp Hill, Pennsylvania-based Rite Aid
had $3.7 billion of debt outstanding as of Nov. 30, 2002.

The senior secured notes are rated one notch below the corporate
credit rating because the issue is secured by a second priority
lien on inventory, accounts receivable, and other assets of Rite
Aid's operating subsidiaries. Standard & Poor's does not see
enough intrinsic value in this collateral to indicate that this
debt would receive materially better protection than unsecured
senior debt.

Rite Aid's latest Balance Sheet shows that shareholder equity is
now below zero.


SAFETY-KLEEN: Disclosure Statement Hearing Continues on Mar. 20
---------------------------------------------------------------
Several creditors and other parties-in-interest filed objections
to Safety-Kleen Corp.'s First Amended Disclosure Statement and
Plan of Reorganization.  To give the parties an opportunity to
resolve the objections consensually, Judge Walsh agreed to
continue the hearing on the adequacy of the Disclosure Statement
to March 20, 2003 at 9:30 a.m.

The State of Washington Department of Revenue, Gale Fire
Protection Inc., Tishomingo County, James C. Giblin, Heritage-
Crystal Clean, and County of Imperial California complained the
Disclosure Statement did not provide them with adequate
information.

After discussions, the Debtors and the State of Washington
Department of Revenue agree to continue the State's objection to
the confirmation hearing.  The Debtors also informs the Court
that they have resolved County of Imperial California's
objection, inked a stipulation memorializing their agreement,
and will deliver it to the Court for approval.

The rest of the objections will be heard on March 20, 2003
Disclosure Statement Hearing unless they are resolved within the
next 9 days. (Safety-Kleen Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SPECIAL DEVICES: S&P Revises Outlook to Developing from Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Moorpark, California-based Special Devices Inc., to developing
from negative, because of the company's improved operating
performance and stabilized liquidity. At the same time, the
'CCC-' corporate credit rating on the company was affirmed.
Special Devices has total debt of about $78 million.

Special Devices is a highly leveraged manufacturer of
pyrotechnic devices used in automotive airbag and seatbelt
systems.

Despite stronger operating performance, financial risk remains
very high due to the company's onerous debt burden and modest
size. In addition, the operating environment during 2003 is
expected to deteriorate because of lower vehicle production,
continued price declines, and higher raw material, labor, and
insurance costs.

The impact of a war with Iraq, higher fuel prices, or declining
consumer confidence would further reduce demand. The continued
proliferation of airbags in vehicles is expected to somewhat
offset lower demand. Several legal contingencies are still
pending, and an unfavorable resolution could severely impair the
company's credit profile.

"Difficult industry conditions, and ongoing exposure to legal
contingencies, result in a continued elevated risk of default.
however, if Special Devices is able to weather market pressures
during 2003 and maintain adequate liquidity, a higher rating may
be warranted," said Standard & Poor's credit analyst Martin
King.


SPIEGEL GROUP: Securitizations End & Bankruptcy Risk Increases
--------------------------------------------------------------
The Spiegel Group (OTC Pink Sheets: SPGLA) announced that First
Consumers National Bank, its special-purpose bank subsidiary,
has notified the trustees for all six of its asset backed
securitization transactions that a Pay Out Event, or an early
amortization event, had occurred on each series. As a result of
these Pay Out Events, substantially all monthly excess cash flow
remaining after the payment of debt service and other expenses
is diverted to repay principal to investors on an accelerated
basis, rather than to pay the cash to Spiegel, Inc., or its
affiliates upon deposit of new receivables.

Pay Out Events on the First Consumers Master Trust Series
1999-A, the First Consumers Credit Card Master Note Trust Series
2001-A and the Spiegel Credit Card Master Note Trust Series
2000-A occurred because each of these series failed to meet
certain minimum performance requirements for the reporting
period ended February 28, 2003. This failure was due to the
securitized receivables generating insufficient returns to meet
the obligation under the securitization documents (or the
failure to meet what is commonly referred to as the excess
spread test). The performance and credit quality of these
securitized receivables have declined significantly due to
higher charge-off rates and lower net sales.

The Pay Out Events on the two First Consumers series caused,
through cross default provisions, a Pay Out Event on the First
Consumers Credit Card Master Note Trust Series 2001-VFN. The Pay
Out Event on the Spiegel 2000-A Series caused, through cross
default provisions, a Pay Out Event on the Spiegel Credit Card
Master Note Trust Series 2001-VFN. In addition, MBIA has also
declared a Pay Out Event on the Spiegel 2001-A Series.

As previously disclosed, FCNB was required by the Office of the
Comptroller of the Currency to discontinue charging privileges
on all its MasterCard and Visa accounts on or prior to March 31,
2003. On March 7, 2003, FCNB discontinued these charging
privileges.

Due to the Pay Out Events realized on the private-label series,
FCNB is no longer reimbursing the merchant companies (Eddie
Bauer, Spiegel Catalog and Newport News) for charges made with
the private-label credit cards issued by FCNB. In response to
these Pay Out Events, beginning today, the merchant companies
are no longer honoring the private-label credit cards issued to
their customers by FCNB.

The merchant companies have begun issuing private-label credit
cards directly rather than through FCNB. These new cards are
currently being serviced through FCNB. Spiegel, Inc. is in the
process of exploring an in-house capability to service these
receivables. In addition, the company may offer its customers
new private-label credit card programs issued by its merchant
companies as soon as it is able to service these cards in-house
or secures a third-party service provider.

A principal source of liquidity for the Company has been its
ability to securitize new credit card receivables that it
generates and receive excess cash flow from the Trusts. If The
Spiegel Group is unable to find alternative sources of
financing, it would expect to file for protection under Chapter
11 of the U.S. Bankruptcy Code in the near future.

                      Alvarez & Marsal on Board

Earlier this month, Spiegel's Board named William Kosturos, a
managing director at Alvarez & Marsal, Inc., an international
turnaround and management consulting firm, as chief
restructuring officer and to assume all CEO duties.  In
February, Spiegel hired James M. Brewster as its new senior vice
president and Chief Financial Officer.

                    In or Near Zone of Insolvency

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

                     Dismal 2001 & 2002 Results

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

                         The Bank Facilities

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

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

are the financial institutions with exposure under these loan
facilities.

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

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

                       KPMG Has Doubts

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

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, 560 specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com , newport-news.com and
spiegel.com . The Spiegel Group's businesses include Eddie
Bauer, Newport News, Spiegel Catalog and First Consumers
National Bank. The company's Class A Non-Voting Common Stock
trades on the over-the-counter market ("Pink Sheets") under the
ticker symbol: SPGLA. Investor relations information is
available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


STEWART ENTERPRISES: Q1 2003 Results Show Slump in Performance
--------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) -- whose corporate
credit is rated by Standard & Poor's at BB with stable outlook
-- reported its results for the first quarter of fiscal year
2003. The Company reported net earnings of $9.5 million for the
quarter ended January 31, 2003.

William E. Rowe, President and Chief Executive Officer, stated,
"In the first quarter, there were several external factors which
adversely affected our business. Notwithstanding these factors,
we achieved net earnings of $9.5 million for the quarter and
expect to achieve earnings per share of $.30 to $.35 for the
year. We continue to have an excellent portfolio of profitable
core businesses serving over 10,000 families per month. The
issues of today's economy, financial markets, consumer
confidence and geopolitical concerns will all play a part in our
annual financial results. Weak financial markets reduced our
perpetual care trust earnings, and low levels of consumer
confidence negatively affected our ability to increase preneed
sales. Additionally, during the quarter, there were decreased
deaths nationwide according to data published by the Centers for
Disease Control and Prevention. We believe the external factors
impacting our business will improve in due course. In the
interim, we will remain focused on improving operational
performance and generating cash flow."

The Company has sold its foreign operations and certain small
domestic businesses. The operating results of these businesses
are segregated from results of the operations that the Company
plans to retain. The discussion and the supplemental schedules
included in this press release segregate these revenues and
costs in order to present the Company's ongoing operating
results on a comparable basis within its funeral and cemetery
segments. The Company's "operations to be retained" consist of
those businesses it has owned and operated for all of the
current and prior fiscal year and which it plans to retain
("existing or core operations") plus those businesses it has
opened during the current and prior fiscal year and plans to
retain ("opened operations"). "Closed and held for sale
operations" consist of those that have been sold or closed
during the current and prior fiscal year and the businesses that
are being offered for sale.

The Company experienced a $1.8 million decrease in funeral
revenues from its operations to be retained for the first
quarter of 2003 compared to the first quarter of 2002. This
decrease was driven by a 1.6 percent decrease in the number of
funeral calls performed, partially offset by a 1.1 percent
increase in the average revenue per funeral call. The decrease
in calls was consistent with data published by the Centers for
Disease Control and Prevention, which indicated a decline in the
number of deaths across the country of 1.9 percent for the same
three-month period. The Company's operations to be retained
experienced an increase in their cremation rate from 37.8
percent one year ago to 39.1 percent during the first quarter of
2003.

Brian J. Marlowe, Chief Operating Officer, commented, "In our
earlier forecasts, we did not plan for a decline in the overall
number of deaths. We expected our at-need results to be more
reflective of anticipated long-term trends in the number of
deaths, rather than what we believe to be short-term variations
that we have seen in recent years. The growth in average revenue
per traditional funeral and the growth in average revenue per
cremation performed were both in the 2 to 3 percent range for
the quarter, which is in line with our annual goal for average
revenue growth. However, our overall average revenue increase
for the quarter was reduced to 1.1 percent due to the relative
increase in cremations and the unexpected decline in overall
deaths. We expect to eventually see more normalized mortality
trends and would expect our at-need results to improve when that
occurs. Until we see that trend begin to turn around, we are
projecting calls in 2003 to be slightly down from 2002.
Additionally, as we implement our custom funeral planning
program in about 80 of our funeral homes this year, we have an
opportunity to improve our revenue per call by offering families
enhanced choices for personalized merchandise and services."

Cemetery revenues from operations to be retained decreased by
$2.8 million in the first quarter of fiscal year 2003 compared
to the first quarter of fiscal year 2002, primarily due to a
decrease in perpetual care trust earnings and a decline in
preneed property sales. Although the Company expected the return
on its perpetual care trust portfolio to be slightly lower than
that realized in fiscal year 2002, the actual return realized in
the first quarter of 2003 was lower than the Company had
anticipated.

Mr. Marlowe added, "Despite current economic and geopolitical
conditions, in the first quarter of 2003, we achieved 97 percent
of the preneed sales achieved in the first quarter of last year.
The drop in consumer confidence has created a cautious
environment for preneed sales, especially with regard to in-home
sales, and as a result management anticipates not being able to
reach the growth levels originally forecasted. Of course, we are
continuing to look for ways to increase our sales through more
effective family service follow up, the use of referral
programs, and the development of new sales and marketing
strategies."

The Company announced that cash flow from operations for the
first quarter of 2003 was negative $7.7 million and free cash
flow (defined as cash flow from operations adjusted for
maintenance capital expenditures) was negative $10.6 million for
the first quarter of 2003. Kenneth C. Budde, Chief Financial
Officer, stated, "Our operating cash flow this quarter is about
$6 million less than last year, primarily due to the reduction
in earnings. Our cash flow does not come in evenly throughout
the year. In fact, due to the timing of vendor payments,
interest payments and cash used in our preneed business, we have
historically had negative to slightly positive cash flow in our
first quarter while generating greater amounts of cash in later
quarters. Our current cash balance has improved by about $7
million since the first quarter ended."

Mr. Rowe concluded, "Regardless of what happens to the economy,
the financial markets and consumer confidence in general, we
expect to retain our market share, and we will continue to
provide each family we serve with excellent quality, value and
service. We plan to produce significant free cash flow for the
year and our debt reduction objective remains the same. Our
commitment to our shareholders will continue to drive our
investment decisions as we analyze all opportunities to deploy
our free cash."

           First Quarter Results For Total Operations

      -- The Company reported net earnings of $9.5 million,
compared to net earnings of $12.7 million in the first quarter
of 2002.

      -- Total funeral revenues decreased $18.3 million to $76.7
million, primarily due to the disposition of the Company's
foreign operations in 2002.

      -- Total cemetery revenues decreased $4.0 million to $54.5
million, primarily due to a decline in perpetual care trust
earnings, a reduction in preneed property sales and the
disposition of the Company's foreign operations. The Company
experienced an annual average return of 4.2 percent in its
perpetual care trust funds during the first quarter of 2003
compared to 8.7 percent in the comparable period of 2002.

      -- EBITDA (defined as earnings before interest expense,
income taxes, depreciation and amortization) was $42.3 million
compared to $50.8 million for the first quarter of 2002. The
reduction was primarily due to the disposition of the Company's
foreign operations in 2002 and a reduction in domestic operating
earnings in the first quarter of 2003.

      -- Depreciation and amortization was $13.4 million for the
first quarter of 2003 and for the corresponding period in 2002.
Investment income was $0.1 million for the first quarter of 2003
and for the corresponding period in 2002.

      -- Other income, net, was $1.7 million compared to $0.1
million for the first quarter of 2002. The increase was
primarily due to net gains on sales of a few small domestic
businesses in the first quarter of 2003.

      -- Interest expense decreased $3.4 million to $13.6 million
due to a $141.2 million decrease in the average debt outstanding
during the first quarter of 2003 compared to the first quarter
of 2002.

         First Quarter Results For Operations To Be Retained

      -- Funeral revenues decreased $1.8 million to $76.0 million
compared to the first quarter of 2002, principally due to a 1.6
percent decrease in the number of services performed, and
reduced trust earnings recognized upon the delivery of preneed
funerals, resulting from lower returns recently realized in the
Company's preneed funeral trust funds over the last few years.

      -- The cremation rate for these businesses was 39.1 percent
for the first quarter of 2003 compared to 37.8 percent in the
first quarter of 2002.

      -- Cemetery revenues decreased $2.8 million to $54.2
million, principally due to a decline in perpetual care trust
earnings and preneed property sales.

      -- Funeral margins were 25.3 percent compared to 30.4
percent for the same period in 2002. The decrease is due to an
increase in insurance costs and an increase in other costs,
combined with a decrease in funeral revenue as discussed above.

      -- Cemetery margins were 22.6 percent compared to 26.2
percent for the same period in 2002. The decrease is primarily
due to a decline in perpetual care trust earnings and preneed
property sales combined with an increase in insurance costs and
an increase in other costs.

      -- Gross margins were 24.2 percent compared to 28.7 percent
for the same period in 2002.

      -- Domestic EBITDA, which is representative of operations
to be retained, was $42.3 million, representing 32.2 percent of
domestic revenue compared to $47.7 million, or 35.0 percent, in
the first quarter of fiscal year 2002. The reduction was
primarily due to a decrease in earnings from operations to be
retained.

       First Quarter Results For Existing (Core) Operations

      -- The Company experienced a 1.8 percent decrease in the
number of funeral calls performed by businesses it has owned and
operated for all of this fiscal year and last and which it plans
to retain, partially offset by a 1.2 percent increase in the
average revenue per funeral call performed by these businesses.
Data obtained from the CDC indicate a decrease in deaths across
the country of 1.9 percent during the Company's first quarter
ended January 31, 2003 compared to the same period in 2002.

              Cash Flow Results And Debt Reduction

      -- Cash flow from operations for the quarter ended
January 31, 2003 was negative $7.7 million and free cash flow
was negative $10.6 million. The Company estimates free cash flow
in the range of $40 million to $45 million for fiscal year 2003.

      -- As of January 31, 2003 and March 5, 2003, the Company
reported outstanding debt of $547.6 million and $543.9 million,
respectively, excluding the Company's $1.6 million ROARS option
premium.

Founded in 1910, Stewart Enterprises is the third largest
provider of products and services in the death care industry in
the United States, currently owning and operating 301 funeral
homes and 149 cemeteries. Through its subsidiaries, the Company
provides a complete range of funeral merchandise and services,
along with cemetery property, merchandise and services, both at
the time of need and on a preneed basis. For the first quarter
of fiscal year 2003, funeral operations accounted for
approximately 58.5 percent of the Company's total revenues, and
cemetery operations accounted for the remaining 41.5 percent.
The Company's funeral homes offer a wide range of services and
products including funeral services, cremation, transportation
services, removal and preparation of remains, caskets and
flowers. Its cemetery operations sell cemetery property,
merchandise and services. Cemetery property includes lots, lawn
crypts, and family and community mausoleums. Cemetery
merchandise includes vaults, monuments and markers. Cemetery
services include burial site openings and closings and
inscriptions.


SYNSORB: Obtains Financing to Venture into Oil & Gas Business
-------------------------------------------------------------
SYNSORB Biotech Inc., (NASDAQ:SYBB) (TSX:SYB) has signed
definitive documentation with an unrelated investing company
that will see the former pharmaceutical research company
transformed into an oil and gas enterprise. On January 6, 2003,
SYNSORB had previously announced that the investing company
would invest up to $3 million in SYNSORB and that SYNSORB had
appointed Mr. David Tuer as a Director, the Chairman of the
Board and the Chief Executive Officer of SYNSORB.

Completion of the financing is still subject to obtaining all
regulatory approvals, including approval of the Toronto Stock
Exchange, and the approval of shareholders of SYNSORB and other
customary closing conditions. The investing company has advised
SYNSORB that it has completed its due diligence review with
respect to SYNSORB.

There can be no assurance that the financing will be completed
as proposed or at all. Investors are cautioned that, except as
disclosed in the Management Information Circular to be sent to
SYNSORB shareholders in connection with the shareholders'
meeting, any information released or received with respect to
the financing may not be accurate or complete and should not be
relied upon. Trading in the securities of SYNSORB should be
considered highly speculative.

SYNSORB has called a shareholders' meeting to be held in
Calgary, Alberta on Thursday, April 3, 2003, to consider and
approve the transaction. The record date for voting at the
meeting is February 12, 2003 and SYNSORB anticipates that the
Management Information Circular for the meeting will be
available shortly. The Board of Directors of SYNSORB is
recommending that shareholders vote in favour of the various
resolutions that will facilitate the proposed transaction.

SYNSORB also announces its results for the year ended
December 31, 2002. Earnings for 2002 were $3,766,000 (after
accounting for the gain on sale and disposition of the shares
held in Oncolytics Biotech Inc.) compared to a loss of
$22,988,000 or $4.64 per share in 2001. For 2002 SYNSORB had a
negative cash-flow from operating activities of $6,538,000,
compared to a corresponding negative cash flow from operating
activities of $12,777,000 in 2001.

Total expenses for the 2002 year were $9,126,000 compared to
$26,803,000 in 2001. Included in total expenses for the year was
a $7,097,000 charge for the write-down of SYNSORB's building and
equipment.

SYNSORB continues to dispose of assets formerly utilized in its
pharmaceutical development business. In mid-January 2003 SYNSORB
disposed of a significant portion of its drug manufacturing
equipment for net proceeds of approximately $900,000 and in
early February 2003 SYNSORB granted a third party an exclusive
license to certain of its patents relating to toxin binding
sugars for net proceeds of approximately U.S.$240,000. SYNSORB
continues to list its manufacturing facility and related land
for sale.

SYNSORB has entered into an agreement in principle with counsel
to the plaintiffs regarding a proposed settlement of the class
action securities lawsuit brought against SYNSORB and certain of
its officers. The agreement in principle is subject to the
completion of a definitive settlement agreement and court
approval and accordingly no assurance can be given that the
agreement in principle will be implemented or approved or the
action settled. The agreement in principle contemplates that the
settlement would be at no additional material cost to SYNSORB.

As reported in Troubled Company Reporter's January 13, 2003,
Paragon Polaris Strategies.com Inc., DBA Icoworks, Inc.,
(OTCBB:ICOW) and (ICOW.BE: BERLIN) conducted an auction for the
complete liquidation of the biotech lab & pharmaceutical
manufacturing equipment assets of Synsorb Biotech Inc.'s 30,000
square foot, state-of-the-art pharmaceutical manufacturing
facility located in Calgary, Alberta.

The auction was held at 9:00 AM MST on January 15 and 16,
2002 at the Icoworks Services Ltd. auction facility located at
2020 Pegasus Rd NE, Calgary, Alberta, Canada.


TCW/CAMIL HOLDING: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TCW/CAMIL Holding L.L.C.
         200 Park Ave., Suite 2100
         New York, New York 10022

Bankruptcy Case No.: 03-10717

Chapter 11 Petition Date: March 10, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl, Young, Jones &
                     Weintraub P.C.
                   919 N. Market Street, 16th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705
                   Tel: 302-652-4100
                   Fax : 302-652-44007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
IHRE Holdings Inc.          Securities Claim       $11,261,726
c/o Cleary Gottlieb Steen   Judgment Creditor
  and Hamilton
Robert Greig
One Liberty Plaza
New York, NY 10006
Tel: 212-225-2000

PCFG Advisory do Brasil SA
Jorge Duran
Av. Bio Branco 181, 26th
  Andar
Rio de Janeiro - RJ
20040-007 Brasil

Fox Horan Camerini LLP      Trade Debt                 $20,103

Deloitte & Touche           Trade Debt                  $5,000

PricewaterhouseCoopers      Trade Debt                  $2,500


TRUMP CASINO: Offering $485M Mortgage Notes in Private Placement
----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., THCR, announced that Trump
Casino Holdings, LLC and Trump Casino Funding, Inc., will offer
pursuant to a private placement $485 million aggregate principal
amount of two new issues of mortgage notes, consisting of $420
million aggregate principal amount of first mortgage notes due
March, 2010, anticipated to be offered at a discount to their
face amount, and $65 million aggregate principal amount of
second mortgage notes due thereafter.

Donald J. Trump, the Chairman and President of THCR may acquire
up to $15 million of the second mortgage notes. The interest
rate on the notes and other terms are to be determined. It is
anticipated that the second mortgage notes will pay interest in
cash at the same rate as the first mortgage notes and additional
interest in kind at a total rate to be determined. The issuers,
which were recently formed, intend to use the net proceeds of
the offering, if consummated, to redeem, repay or acquire
substantially all of the outstanding public indebtedness and
bank debt of Trump's Castle Associates, the public indebtedness
of Trump Hotels & Casino Resorts Holdings, L.P., the parent
company of the issuers, the bank debt of Trump Indiana, Inc. and
the bank debt of THCR Management Services, LLC. The proposed
offering is subject to certain conditions.

It is contemplated that the proposed notes will be guaranteed on
a secured basis, subject to certain exceptions and exclusions,
by the subsidiaries of the issuers, which will include Trump's
Castle Associates, L.P., the owner of the Trump Marina Casino
Resort in Atlantic City, New Jersey, Trump Indiana, Inc, the
owner of the Trump Indiana Riverboat Casino in Gary, Indiana,
and THCR Management Services, LLC, which manages a casino owned
by the Twenty-Nine Palms Band of Luiseno Mission Indians of
California located near Palm Springs, California.

The notes to be offered have not been registered under the
Securities Act, or any applicable state securities laws and are
being offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act. Unless so registered, the
notes may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.

As previously reported, Standard & Poor's assigned its 'CCC'
rating to Trump Casino Holdings LLC's (TCH) proposed $130
million second priority mortgage notes due 2010. Concurrently,
it affirmed its 'B-' rating for TCH's proposed first priority
mortgage notes due 2010. The first and second mortgage notes
will be jointly issued by TCH and its subsidiary, Trump Casino
Funding Inc. The outlook is stable.


UNITED AIRLINES: Wants Plan Filing Exclusivity Extended to Oct 6
----------------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
has filed a motion to extend the exclusivity period for
submission of its formal Chapter 11 Plan of Reorganization by
180 days. If granted, the exclusivity period would last through
October 6, 2003. The motion was filed with the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division in
Chicago.

The company said that requesting an extension of the exclusivity
period is routine during Chapter 11 filings, particularly in
large, complex cases like United's. The company continues to
evaluate strategic alternatives and work with creditor groups
and other stakeholders on formulating a plan of reorganization.

Since filing for Chapter 11 protection on December 9, 2002,
United has made solid progress in restructuring its business,
achieving several significant milestones including:

      -- Arranging for debtor-in-possession financing of up to
         $1.5 billion from a group led by Bank One, J.P. Morgan
         Chase, Citibank and CIT Group.

      -- Restructuring its operations, including reducing 2003
         capacity by 6% as compared to 2002; reorganizing the
         company's executive team; realigning divisions; and
         completing plans to close certain reservation call
         centers, all US city ticket offices and stations in
         Latin America, New Zealand and Europe. Overall, the
         company has already identified approximately $1.4
         billion in annual non-labor cost savings and profit
         improvements.

      -- Substantially reducing labor costs by implementing wage
         reductions for United's salaried and management
         employees and successfully negotiating interim wage
         concessions with four of its six labor unions.
         Additionally, the company filed a motion under section
         1113(e) of Chapter 11 of the US Bankruptcy Code in order
         to achieve interim wage concessions with the remaining
         two unions.

      -- Posting record flight completion and on-time performance
         rates and continuing to provide customers with superior
         service.

United Airlines operates just over 1,700 flights a day on a
route network that spans the globe. News releases and other
information about United Airlines can be found at the company's
Web site at http://www.united.com

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


VENCOR INC: Cohen & Steers Discloses 11.9% Ventas Equity Stake
--------------------------------------------------------------
In a February 14, 2003 regulatory filing with the Securities &
Exchange Commission, Chairman Robert H. Steers discloses that
Cohen & Steers Capital Management, Inc. beneficially owns
9,382,680 shares in Ventas, Inc.  This represents 11.9% of the
total number of Ventas shares issued.

Cohen & Steers Capital Management, Inc. is an Investment Adviser
registered under Section 203 of the Investment Advisers Act of
1940. (Vencor Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VENTAS INC: Will Present at SSB REIT CEO Conference on Monday
-------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) Chairman, President and CEO Debra A.
Cafaro and its Chief Investment Officer Raymond J. Lewis will
make a presentation regarding the Company at the Salomon Smith
Barney 2003 REIT CEO Conference on Monday, March 17, 2003 at
2:15 p.m. Eastern Time. Those wishing to access the presentation
may dial-in to the conference at 630.395.0029. The pass code is
REIT 1. The presentation will be available for replay from March
20 until April 20. The replay telephone number is 420.220.0737.

Ventas also announced that its Chief Financial Officer Richard
A. Schweinhart and its Chief Investment Officer Raymond J. Lewis
will make a presentation regarding the Company at the Banc of
America Securities 2003 Healthcare Conference on Wednesday,
March 26, 2003 at 1:55 p.m. Eastern Time. The presentation is
being audio web cast and can be accessed at the Company's Web
site at http://www.ventasreit.com The accompanying slides will
also be available on Ventas's Web site at the time of the
presentation. The web cast and slides will be archived at
http://www.ventasreit.comfor 30 days after the event.

Ventas, Inc., whose December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $54 million, is a
healthcare real estate investment trust that owns 44 hospitals,
220 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has
investments in 25 additional healthcare and senior housing
facilities. More information about Ventas can be found on its
Web site at http://www.ventasreit.com


WASHINGTON MUTUAL: S&P Assigns Low-B Preliminary Notes Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Washington Mutual Asset Securities Corp.'s $579.9
million commercial mortgage pass-through certificates series
2003-C1.

The preliminary ratings are based on information as of March 11,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying mortgage loans,
and the geographic and property type diversity of the loans. All
of the classes are being offered privately. Standard & Poor's
analysis of the portfolio determined that, on a weighted average
basis, the pool has a debt service coverage ratio of 1.39x based
on a weighted average constant of 8.88%, a beginning loan-to-
value ratio of 76.9%, and an ending LTV of 61.1%.

                    PRELIMINARY RATINGS ASSIGNED

             Washington Mutual Asset Securities Corp.
       Commercial mortgage pass-thru certs series 2003-C1
       Class              Rating               Amount ($)
       X-1                AAA                 579,949,968
       A                  AAA                 511,805,000
       B                  AA                   11,599,000
       C                  AA-                   2,900,000
       D                  A                    13,049,000
       E                  A-                    2,900,000
       F                  BBB+                  4,349,000
       G                  BBB                   5,800,000
       H                  BBB-                  2,900,000
       J                  BB+                   5,799,000
       K                  BB                    4,350,000
       L                  BB-                   1,450,000
       M                  B+                    2,899,000
       N                  B                     2,900,000
       O                  B-                    1,450,000
       P                  N.R.                  5,799,968

           N.R. -- Not rated.


WEIGHT WATCHERS: S&P Ups Credit & Senior Secured Ratings to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings on Woodbury, New York-based
Weight Watchers International Inc., to 'BB' from 'BB-', and the
subordinated debt rating on the company to 'B+' from 'B'.

All ratings were removed from CreditWatch, where they were
placed Dec. 19, 2002. The outlook is stable.

WWI had about $455 million of total debt outstanding at Dec. 31,
2002.

"The upgrade reflects the company's improving financial profile
and better-than-expected operating performance, driven by
increased classroom attendance and product sales across most of
its geographic segments," said Standard & Poor's credit analyst
David Kang. "The ratings also factor in the company's planned
acquisition of nine franchises."

The ratings on WWI reflect its narrow business focus and high
debt levels. Somewhat offsetting these factors is the company's
leading market position, geographic diversity, predictable cash
flows, and favorable demographic trends.

WWI competes in the commercial weight loss segment of the
weight-control industry (other segments include self-help
weight-loss products, weight-loss drugs, and weight loss
services administered by doctors, nutritionists, and
dieticians). Among these segments, commercial weight loss is
relatively narrow, and in the U.S. (WWI's largest market), it
represented only about 7% of the overall industry in 2000.

Despite the somewhat narrow focus, WWI is the world's largest
provider of commercial weight-loss services and is the market
leader in most of the 30 countries in which it operates.


WESTAR: Fitch Affirms Low-B Ratings over Positive Credit Events
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Westar Energy and its
wholly-owned electric utility operating subsidiary Kansas Gas &
Electric and removed the ratings from Rating Watch Negative,
where they were placed on February 12, 2003.

Westar's ratings are as follows: senior secured debt 'BB+';
senior unsecured debt 'BB-'; and, preferred stock 'B+'. The
trust preferred securities of Western Resources Capital Trust I
and II are affirmed at 'B+'. The ratings of KG&E's secured debt
are affirmed at 'BB+'. The Rating Outlook is Negative for all
entities.

The rating action reflects recent positive credit events,
including the sale of a portion of WR's investment in Oneok for
$300 million pretax and a dividend reduction that will save
about $31 million annually, as well as a favorable assessment of
WE's financial plan designed to reduce debt. The plan appears to
incorporate all of the debt reduction actions required by the
Kansas Corporation Commission's November and December 2002
orders. However, the plan's goals are ambitious and subject to
significant execution risk, which accounts for the Negative
Rating Outlook.

WE's current ratings reflect the company's weak cash flows
relative to debt, a highly leveraged balance sheet and coverage
ratios that will remain weak for the rating category even with
asset sales at least through 2003. The leverage is primarily a
function of WE's significant investment in the monitored alarm
business, which increased debt without materially enhancing cash
flow. Key risk factors include execution risk associated with
management's plan to sell its unregulated investments and to use
the proceeds to pay down debt. Potential exposure to ongoing
federal investigations into the conduct of former management is
also a concern. However, the addition of a new senior management
team, management's strategy to return to its utility roots, its
emphasis on improved regulatory relations and the KCC's initial
constructive responses to WE's efforts are positive developments
for debt holders.

WE's financial plan aims to create a stand-alone electric
utility through the divestiture of all non-regulated investments
and to reduce debt to $1.47 billion by the end of 2004. As part
of the plan, WE reduced its common stock dividend by 37%,
freeing up an incremental $31 million of annual cash flow that
will be used to reduce debt. The plan also incorporates a
potential sale of up to $350 million of equity, if necessary, to
achieve its debt reduction goal. The potential equity sale will
be the last component of the financial plan to be implemented.
The ability of the capital markets to absorb a common stock
offering at the high end of the range contemplated by WE's plan
remains a source of uncertainty.


WHEELING-PITTSBURGH: Dimensional Reports 7.52% WHX Equity Stake
---------------------------------------------------------------
Dimensional Fund Advisers, Inc. of Santa Monica, California,
advises that it owns 406,736 shares of the common stock of WHX
Corporation, or 7.52% of the issued and outstanding shares.

      1)  Catherine L. Newell, Vice President and Secretary of
Dimensional Fund Advisors Inc., an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940,
advises that DFA furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940,
and serves as investment manager to certain other commingled
group trusts and separate accounts.  These investment companies,
trusts and accounts are the "Funds."  In its role
as investment advisor or manager, Dimensional possesses voting
and/or investment power over the securities of WHX

      2)  Michael A. Boyd acting through Michael A. Boyd, Inc.,
on behalf of Forest Investment Management, LLC, a Delaware
limited liability company and registered investment adviser,
Forest Partners II, L.P., a Delaware limited partnership,
Michael A. Boyd, Inc., a Delaware corporation, and Mr. Michael
A. Boyd, discloses that its ownership of shares in WHX has been
divested since its last reporting. Mr. Boyd serves as president
and sole shareholder of Boyd. Boyd serves as general partner of
Forest
Partners. Forest Partners is sole owner and managing member of
Forest Management. Forest Management serves as investment
adviser to advised accounts which directly owned shares of
common stock in WHX.

      3)  James E. McKee, Secretary, on behalf of Gabelli Asset
Management Inc. of Rye, New York, reports that it owns 354,561
shares of the issued and outstanding common stock of WHX, or
6.19%.  Through Gabelli Advisors, Inc., 20.877 shares, or 0.36%
are beneficially owned for one group, and 7,846 shares, or 0.14%
for another.  Neither Gabelli Group Capital Partners, Inc., Marc
J. Gabelli, or Mario J. Gabelli own any shares of WHX stock.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Wants Court Nod to Hire Spaulding & Slye as Broker
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates, pursuant to Section
327(a) of the Bankruptcy Code, ask for permission to employ and
retain Spaulding and Slye, LLC as their real estate broker in
connection with the Pentagon City lease, nunc pro tunc to
October 8, 2002.

WorldCom Chief Financial Officer Victoria Harter explains that
the Debtors want to retain Spaulding as their real estate broker
because Spaulding and its senior professionals have extensive
experience with, and recognized expertise in, government lease
transactions.  Spaulding is well-qualified to provide the
services contemplated by the Agreement.

According to Ms. Harker, the Debtors currently own an office
complex known as "Pentagon City," located at 601/701 South 12th
Street, Arlington, Virginia, which comprises 540,000 rentable
square feet.  In an effort to maximize value for their estates,
the Debtors determined to pursue a lease of the Property to the
federal government or a governmental agency.  Spaulding worked
with the Debtors as the sole and exclusive broker for the
leasing of the Property to the Government, and as a result of
these efforts, succeeded in winning the award of the Government
lease. In December 2002, the Debtors entered into the lease of
the Property with the Government.  Spaulding continues to work
with the Debtors in order to assist Debtors with meeting their
obligations under the lease.

Specifically, pursuant to the Agreement, Spaulding made diligent
efforts to consummate the leasing agreement for the Property
with the Government.  In connection therewith, Spaulding has
provided these services to the Debtors:

   A. developed a financial package and economic analysis for
      presentation to the Debtors together with the written lease
      proposal from the Government;

   B. provided background information on the market, competitive
      buildings and rent comparables, and on the proposed lease
      from the Government, including documentation of
      creditworthiness;

   C. assisted the Debtors with the review of the criteria set
      forth in the Government's Solicitation for Offers -- a
      formal request by the Government for offers from building
      owners, setting forth the requirements of the Government,
      and certain other factors -- and assisted the Debtors in
      the preparation and timely submission of their offer to the
      Government in response;

   D. assisted the Debtors in the preparation of multiple replies
      to requests for information from the Government, as well as
      multiple economic analyses based on changing criteria;

   E. assisted the Debtors in the preparation and timely
      submission of their "final and best" offer to the
      Government; and

   F. assisted the Debtors in negotiating and finalizing the
      lease.

The services provided by Spaulding to the Debtors are not
duplicative of those provided by any of the Debtors'
professionals, and Spaulding coordinated any services performed
at the Debtors' request with them and any other financial
advisors and counsel, as appropriate, to avoid unnecessary
duplication of effort.

Spaulding Vice President Scott M. Johnston assures the Court
that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b) of the Bankruptcy Code.  In addition,
Spaulding does not hold or represent an interest adverse to the
Debtors' estates that would impair the firm's ability to
objectively perform professional services for the Debtors, in
accordance with Section 327 of the Bankruptcy Code.

The Debtors have agreed to compensate Spaulding for professional
services rendered under the Agreement with a 1.25% commission on
the lease of the Property to the Government, calculated on the
aggregate value of the total Base Rent, as it may be increased,
for each year of the term of the lease.  The Debtors estimate
that the commission payable to Spaulding in connection with the
lease of the Property to the Government will be about
$2,400,000. 10% of Spaulding's commission is due after valid
execution and delivery by all parties of a lease for the
Property and any lease related documents.  The remaining 90% of
Spaulding's commission is due after the earlier the sale of the
Property to a third party or October 15,2003.

The Debtors believe that the fee structure set forth in the
Agreement is customary and reasonable and should be approved.
The fee structure appropriately reflects the nature of the
services provided by Spaulding and the fee structure provisions
typically utilized by Spaulding and other leading real estate
brokerage firms, which do not bill their clients on an hourly
basis and generally are compensated on a contingent basis.
Additionally, the Debtors submit that the fee structure is
reasonable in light of:

     -- industry practice;

     -- market rates charged for comparable services both in and
        out of the Chapter 11 context;

     -- Spaulding's substantial experience with respect to the
        matters on which it is being retained;

     -- the nature and scope of work performed by Spaulding; and

     -- the successful results achieved directly as a result of
        Spaulding's efforts. (Worldcom Bankruptcy News, Issue No.
        21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XETEL CORPORATION: Files Plan and Disclosure Statement in Texas
---------------------------------------------------------------
XeTel Corporation filed its Chapter 11 Plan of Reorganization
and an accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the Western District of Texas.  A full-text
copy of the Debtor's Disclosure Statement explaining its chapter
11 plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=030307025452

Generally, the Plan contemplates that administrative claimants
shall be paid in full, unsecured creditors will receive all
remaining assets, and equity interest holders will receive
nothing on account of their ownership interests.

The summary provisions for Treatment of Classes of Claims and
Equity Interests under the Plan are:

Class                  Treatment
-----                  ---------
I -                    Each holder will receive either (i) the
Administrative         amount of such Allowed Claim from the
Claims                 Debtor, in cash on the later of (a) the
                        Effective Date, (b) 60 days after a
                        request for payment of the Claim is
                        filed, (c) 20 days after the Claim
                        becomes an Allowed Claim; or (ii) such
                        other treatment as may be agreed upon in
                        writing by such holder.

II-Priority            Each holder will be paid in full on the
Non-Tax Claims         Effective Date. The Debtor estimates
                        there are less than $350,000 in Class II
                        Claims.

III-Priority           Each holder will receive payment in full,
Tax Claims             12 months from the Effective Date of the
                        Plan with interest at 6% per annum. The
                        Debtor does not believe such claims
                        exceed $1.3 million.
                        Class III Claims are impaired.

IV-General             Each holder will receive its pro rata
Unsecured Claims       share of the distributions made by the
                        Plan Trustee (or any Distribution Agent)
                        derived from the liquidation of all
                        assets of the Debtor, in each case less
                        the reasonable costs and expenses
                        incurred by the Plan Trustee (or any
                        Distribution Agent).
                        The total of these claims as listed in
                        the Debtor's schedules is approximately
                        $19,097,000, exclusive of lease rejection
                        claims.
                        Class IV claims are impaired.

V-Equity Interest      Holders will not receive any distribution
Holders.               or retain any property of or interest
                        whatsoever and such interests shall be
                        canceled on the Effective Date.
                        Class V Interests are impaired.

XeTel Corporation was engaged in the business of providing
contract electronics manufacturing services. The Debtor filed
for chapter 11 protection on October 21, 2002 (Bankr. W.D. Tex.
Case No. 02-14222).  Mark Curtis Taylor, Esq., at Hohmann &
Taube & Summers, LLP represents the Debtor in its restructuring
efforts. When the Company filed for protection from its
creditors, it listed $37,733,000 in total assets and $34,271,000
in total liabilities.


* Airlines Predict War with Iraq Will Aggravate Industry Crisis
---------------------------------------------------------------
In a report released Tuesday by the Air Transport Association,
airlines predicted that the pending war with Iraq will markedly
accelerate the already precarious economic situation confronting
the industry. According to the report, Airlines In Crisis: The
Perfect Economic Storm, economic damage could be so severe that
"there is serious risk of chaotic industry bankruptcies and
liquidations" and "the prospect of a forced nationalization of
the industry is not unrealistic."

"The economic risks go far beyond the airline industry -- the
stakes for the entire U.S. economy are extremely high," said ATA
President and CEO James C. May. "Airlines have supported
decisions taken by the U.S. government in the past, and we do so
now. Yet, we know from the first Gulf War that there will be
serious economic consequences for the airline industry. The
report we are releasing today reviews the past, and examines the
impact of the pending war. Without government action, the
outlook for the airline industry is bleak."

Going into the first Gulf War, the airline industry was strong
economically, reporting net profits from 1984 through 1989 of
$3.9 billion. At that time, airlines also had adequate cash
reserves and access to capital markets. Following the war,
however, traffic plummeted, causing the industry to shrink
significantly. It took the airlines four years to recover from a
war lasting fewer than 50 days. In the end, the airline industry
lost over $13 billion, eliminated 25,000 jobs and seven large
and medium-sized airlines were forced into bankruptcy -- four of
which liquidated.

The state of the airline industry today is dire: since 9/11,
airlines have lost $18 billion, and even without open
hostilities in Iraq, 2003 losses of $6.7 billion are projected.
February 2003 fuel prices reached $1.20 per gallon, up 108
percent over the previous year. Additionally, airline cash
reserves are nearly exhausted and the ability to borrow is
virtually nonexistent. A major contributing factor to the
present economic state of the airlines is the vast increase in
government-imposed costs. Since 9/11, taxes, fees and unfunded
mandates have added $4 billion annually.

"To try to meet the economic reality of the past two years,
carriers are cutting tens of billions of dollars in expenses,
have laid off 100,000 employees and have taken several hundred
aircraft out of service," continued May. "The nation's air
carriers will continue to do all we can, but we fear that the
consequences of this war will be severe."

The report outlines four scenarios for possible impact on the
airline industry. The most likely scenario projects 2003 airline
losses of $10.7 billion (an increase of $4 billion over the
"base line" case), the loss of 2,200 daily flights and 70,000
additional jobs. The more severe scenario delineates losses of
$13 billion, a reduction of 3,800 daily flights and the
elimination of 98,000 additional jobs.

Massive economic damage to commercial aviation also will
severely impact the overall economy. Multi-billion dollar losses
mean air service cuts to many smaller and medium-sized
communities and more unemployment throughout the economy. The
tourism and hospitality industries stand to lose almost four
jobs for every airline employee forced into the unemployment
line.

The Air Transport Association is the trade association for U.S.
airlines and its members transport over 95 percent of all the
passenger and cargo traffic in the United States.

Air Transport Association of America, Inc. press releases can be
accessed on its Internet site at http://www.airlines.org

To view the full report, please visit
http://www.airlines.org/public/industry/bin/AirlinesInCrisis.pdf


* Bloomberg Markets Magazine Ranks Top US Bankruptcy Law Firms
--------------------------------------------------------------
With corporate failures surging, New York-based law firm Weil
Gotshal & Manges LLP billed $70.5 million in bankruptcy-related
fees, making it number one in Bloomberg Markets magazine's
rankings of the lead law firms working on the biggest
bankruptcies of the past two years.

The rankings looked at the 25 largest bankruptcies of 2001 and
2002 by asset size and tallied up the fees charged by their lead
law firms in court filings as of January 31. The lead law firms
on these cases billed $235 million, according to data compiled
by Bloomberg. The ranking appears in the magazine's April issue.

Bloomberg Markets, published monthly by Bloomberg News, is a
magazine about financial executives, the firms where they work,
and the companies they invest in. The magazine draws on the
knowledge, expertise, and contacts of more than 1,200 Bloomberg
News journalists in 87 bureaus around the world.

Clients such as Enron ($49 million in fees), Global Crossing
($10.5 million), and WorldCom ($6 million) helped push Weil
Gotshal past Skadden, Arps, Slate, Meager & Flom LLP, which
billed $69.5 million in the same period from clients including
Kmart ($22.1 million) and US Airways Group ($7.3 million).

Rounding out the top five law firms by billings for bankruptcy
cases: Howard, Rice, Nemerovski, Canady, Falk & Rabkin (No. 3);
Jones Day (No. 4); and Sidley Austin Brown & Wood (No. 5).

As Bloomberg News' Jeffrey St. Onge reports, creditors and
investors are becoming outraged as legal bills rise.

"It's a feeding frenzy.  Every dollar spent on fees is coming
out of the pockets of creditors," Todd Zywicki, a professor at
George Mason University Law School, tells St. Onge.

The report provides a window into billing practices at top
firms. In the first three months after Global Crossing's filing,
Weil Gotshal billed $4.4 million, including $3.9 million in fees
and $440,746 in expenses. Among these expenses: $21,697 for
meals, $73,182 for computerized research, and more than $24,000
for activities that included composing its own fee applications.

Bloomberg Markets has 202,000 readers, including all subscribers
to the Bloomberg Professional service, a leading provider of
real-time news and information. Last month, the magazine made
its debut in limited retail outlets in 25 cities worldwide. The
cover price is $4.95 in the US, pounds sterling 3.25 in the UK,
and euro 4.95 in Europe. It had been available primarily to
subscribers only.

Bloomberg Markets is available on newsstands in New York and the
City of London, and in bookstores and airports in cities
including Boston, Chicago, Washington, D.C., San Francisco,
Toronto, Hong Kong, and Singapore.

The ranking, part of a series of exclusive monthly "Scoreboards"
from Bloomberg Markets, appears in the magazine's April issue.

Bloomberg news and information is used by more than 200,000
financial professionals (the Bloomberg Professional Service), 8
million radio listeners (Bloomberg Radio), more than 200 million
Bloomberg Television homes and Bloomberg News' millions of
readers in 350 newspapers around the world.

The company publishes three magazines in the U.S. for consumers
and professionals. BLOOMBERG(R) WEALTH MANAGER is published for
money managers and advisers; BLOOMBERG(R) MARKETS is a business
magazine for investment professionals and complements the
BLOOMBERG PROFESSIONAL service; and On Investing(R) is a
personal investment magazine produced exclusively for Charles
Schwab's top-tier clients. Bloomberg also publishes, in
conjunction with local partners, BLOOMBERG MONEY(TM) in the U.K.
and BLOOMBERG INVESTMENTI(TM) in Italy.

Bloomberg's Web site -- http://www.bloomberg.com-- is among the
top five most-visited sites for financial news on the Web. The
site, with 10 international editions, draws its content from
BLOOMBERG NEWS and the BLOOMBERG PROFESSIONAL service.


* Judge Blackshear Implements New Calendar Procedures
-----------------------------------------------------
Beginning April 1, 2003, the Honorable Cornelius Blackshear
of the U.S. Bankruptcy Court for the Southern District of New
York will implement a new calendar system. All matters to be
heard by Judge Blackshear will be scheduled by the moving
attorney when the movant files his or her papers electronically
on the Court's Electronic Case Filing System.  Parties will no
longer contact chambers for a hearing date.

In order to provide further information about this new
procedure, and to orient attorneys and their staffs with
the new requirements, Judge Blackshear will conduct a short
session on Thursday, March 20, 2003 at 5:00 p.m. in his
courtroom (Room 601, United States Bankruptcy Court, One
Bowling Green, New York, New York 10004). Attorneys who
attend the session will be eligible to receive CLE credit.

R.S.V.P. to Tracey Mercado or Raejean Battin, at (212) 668-5632
exts. 1 and 3 respectively. You may also call Ms. Mercado and
Ms. Battin with any questions.


* Leading Team of Franchise Attorneys Joins Nixon Peabody LLP
-------------------------------------------------------------
Three attorneys widely recognized for their preeminent franchise
industry practice have joined Nixon Peabody LLP as partners,
positioning the firm as one of the national - and international
- leaders in this area of law.

The franchising team comes to Nixon Peabody from Buchanan
Ingersoll and includes Arthur Pressman, who will work out of
Nixon Peabody's Boston office and newly established Philadelphia
office, Craig Tractenberg, who will work out of the Philadelphia
office, and Andrew Loewinger, who will work out of Nixon
Peabody's Washington, D.C. office. Nixon Peabody LLP will now
have 14 offices nationwide.

Harry P. Trueheart, III, Chairman and Co-Managing Partner of
Nixon Peabody, said: "Our firm has continued to grow and has
sought strategic opportunities to expand our capabilities to
serve a diverse client base, consisting of clients in local
markets and those whose businesses are international in scope.
The addition of Arthur Pressman, Andrew Loewinger and Craig
Tractenberg as partners will expand our ability to provide
outstanding service to some of the leading franchise industry
members in the world."

"The franchising business has grown dramatically in both the
United States and international marketplace, and these new
partners, adding to our existing capabilities, give us one of
the most significant franchising practices in the country," said
Robert Calihan, Partner and Founder of the Franchise Practice
Group at Nixon Peabody.

Previously, Mr. Pressman, who was based in Philadelphia, co-
chaired the international franchising practice at Buchanan
Ingersoll and represented many world leaders in franchising and
retail distribution. Under his leadership, the group handled
litigation and transactions for over 50 franchise systems in
numerous foreign countries in six continents, including the
United States and its territories. He was named one of the best
lawyers in Philadelphia by Philadelphia Magazine.

Mr. Loewinger also co-chaired the international franchising
practice at Buchanan Ingersoll and is a well-known expert in the
international franchising arena, having handled more than 100
franchise transactions and joint ventures in more than 70
countries. Previously, he led a delegation of franchise
attorneys and business executives to several Asian countries and
has advised the governments of the United States and several
foreign countries on various aspects of franchise laws,
including a recommendation that South Africa adopt a voluntary
disclosure code for franchising.

Mr. Tractenberg, who practices in Pennsylvania and New Jersey,
is another key member of the international franchising team
joining Nixon Peabody from Buchanan Ingersoll. Mr. Tractenberg,
handles all phases of franchise representation, including
registration and disclosure, intellectual property and
commercial litigation. His published cases involve such diverse
legal disciplines as bankruptcy, trademark, trade secret and
restrictive covenant litigation for the franchise, employment
staffing and the alcoholic beverage industries. Mr. Tractenberg
is an editor of the Franchise Law Journal, published quarterly
by the American Bar Association. He is listed in Who's Who in
America and Who's Who in American Law.

All three are featured in the International Who's Who of
Franchise Lawyers. They are frequent speakers, have written
extensively and been published on various franchise topics,
including a regular column in The Philadelphia Legal
Intelligencer by Mr. Pressman and Mr. Tractenberg (along with
former colleague Dean Fournaris) and a monthly column in
Franchise Times magazine on mediation and other litigation
topics by Mr. Pressman.

Nixon Peabody's franchise law team provides franchise and
distribution counseling to franchisors and multiple-unit
franchisees. Franchise law includes a variety of legal
disciplines. State and federal laws govern disclosures required
in connection with sales of franchises as well as how
franchisors must treat franchisees during the business
relationship.

Because this is an area of practice where lawyers focus on an
industry, as opposed to a single area of law, in addition to
statutory franchise law, franchise lawyers typically practice in
a wide range of other substantive areas that apply to
franchising, including trademark, patent, antitrust,
arbitration, contract, securities, tort, and real estate law.

Nixon Peabody is among the top multi-practice law firms in the
country with more than 600 lawyers and offices on the east and
west coasts.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 15.5      +1.0
Finova Group          7.5%    due 2009  34.5 - 35.5      +1.0
Freeport-McMoran      7.5%    due 2006  100.5 - 101.5    +4.5
Global Crossing Hldgs 9.5%    due 2009   3.0 - 3.5       +0.5
Globalstar            11.375% due 2004  5.0  - 6.0        0.0
Lucent Technologies   6.45%   due 2029  59.0 - 61.0      +2.5
Polaroid Corporation  6.75%   due 2002   7.0 - 8.0       +0.5
Terra Industries      10.5%   due 2005  86.0 - 88.0      +1.0
Westpoint Stevens     7.875%  due 2005  30.0 - 32.0       0.0
Xerox Corporation     8.0%    due 2027  69.0 - 71.0      +2.0

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                           *********

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 ***