TCR_Public/030314.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, March 14, 2003, Vol. 7, No. 52

                           Headlines

21ST CENTURY TECH: Taps FOCUS Partners as Inv. Relations Counsel
ADELPHIA BUS.: Exclusivity Extension Hearing Continues on Mar 28
ADELPHIA COMMS: Equity Committee Brings-In Atkins as Consultant
ADVANCED TISSUE: Plan Confirmation Hearing Sets for Wednesday
AGERE SYSTEMS: Teams Up with Ubicom to Deliver Reference Designs

AMERALIA: Acquires White River Nahcolite Assets & IMC Contracts
AMERICAN AIRLINES: Labor Coalition Calling for Government Relief
AMERICAN SKIING: Red Ink Continues to Flow in Fiscal Q2 2003
AMERIFIRST FOUNDATION: Creditors' Meeting Scheduled for April 1
AMES DEPARTMENT: Court Extends Plan Filing Exclusivity to Aug 29

ANC RENTAL: Court Okays MBIA Note Extension to March 31, 2003
ASPEN TECHNOLOGY: Gains Recognition in Leading Industry Report
BIOTRANSPLANT: US Trustee Appoints Official Creditors' Committee
CALPINE: SEC Clears Accounting Treatment for 2 Power Contracts
CARECENTRIC INC: Dec. 31 Balance Sheet Insolvency Widens to $15M

CNA FIN'L: Units Have $600M Reinsurance Receivables from Gerling
DELCO REMY: Dec. 31 Net Capital Deficit Burgeons to $357 Million
DELIA*S CORP: Will Host Q4 Earnings Conference Call on March 27
DIVINE: Hires Casas Benjamin as Exclusive Restructuring Advisor
EL PASO CORP: Board Names Ronald L. Kuehn Jr. CEO and Chairman

ELDERTRUST: Extends Loan & Sells Salisbury Property for $1 Mill.
ENCOMPASS SERVICES: Court Fixes April 15, 2003 Claims Bar Date
ENRON CORP: ENA Earns Court Approval of AIG Settlement Agreement
EROOMSYSTEM TECH.: Fails to Pay Annual Nasdaq SmallCap Fees
EXIDE TECH.: Pushing for McKinsey Settlement Agreement Approval

FC CBO LTD: S&P Further Junks 2nd Priority Sr. Class Note Rating
FEDERAL-MOGUL: Inks Asset Purchase Agreement with Decoma Int'l
FEDERAL-MOGUL: Wants to Expand Ernst & Young Engagement Scope
FMC: Initiates Energy & Fuel Surcharges for Industrial Chemicals
GEMSTAR-TV: SEC to Begin Probe Involving Former CEO and CFO

GENUITY INC: Lease Decision Period Further Extended to August 3
GOLF HOST: Pursuing Settlement Negotiation with Golf Trust
HA-LO INDUSTRIES: Court OKs Purchase Pact with Lee Wayne et. al.
I2 TECHNOLOGIES: Launches Supply Chain Operating Services
INTEGRATED HEALTH: Continues Hiring of Ordinary Course Profs.

IRVINE SENSORS: Sending Prospectus for 3M Share Public Offering
KAISER ALUMINUM: IRS Wants More Time to File Proofs of Claim
KLAMATH COGENERATION: Fitch Expects to Rate Project at BB+
LB COMMERCIAL: Fitch Cuts Class G & H Note Ratings to B-/CC
LUCENT TECHNOLOGIES: Appoints Mark Gibbens as VP and Treasurer

MAGELLAN HEALTH: S&P Drops Ratings to D After Bankruptcy Filing
MAGELLAN HEALTH: Brings-In Weil Gotshal as Chapter 11 Attorneys
MARSH SUPERMARKETS: Initiates Improvement Plans to Up Finances
MORGAN STANLEY: S&P Rates Six Note Classes at Low-B Levels
MTR GAMING: S&P Assigns B+ Rating to $130MM Sr. Unsecured Notes

MURDOCK COMMUNICATIONS: Fails to Pay Extension Fees to Lender
NAT'L CENTURY: US Trustee Appoints NPF XII Creditor Subcommittee
NATIONAL STEEL: Wayne County Treasurer Demands Lien Payment
NATIONSRENT INC: DB Capital Discloses 28.35% Equity Stake
NETWORK COMMERCE: Court Okays NCI Hosting Asset Sale to BizLand

NEVADA STAR: Completes Restatement of Previous Financial Reports
NORTEL: Launches Comprehensive Enterprise Network Mgt. Solution
NORTEL: Strengthens Optical Portfolio with OPTera Long Haul DT
NTELOS INC: Look for Schedules and Statements by April 18, 2003
ONEIDA LTD: Secures Covenant Non-Compliance Waiver from Lender

PACIFIC GAS: Revises 2nd Amended Plan to Address S&P Assessment
PASCACK VALLEY HOSPITAL: S&P Alters BB+ Rating Outlook to Stable
PEABODY ENERGY: Early Tender Date of Tender Offer Set for Today
PLAINS ALL AMERICAN: Closes 2.6-Million Share Public Offering
PRINCETON VIDEO: Commences Trading on OTCBB Effective March 13

PROSOFTTRAINING: January 31 Working Capital Deficit Tops $600K
PRUDENTIAL STRUCTURED: S&P Keeps Watch on Two BB- Note Ratings
QWEST: Providing Advanced Comms. Services to Crate & Barrel
RCN CORPORATION: Loan Amendments Carry Stiff Financial Covenants
ROYAL OAK: Acquires Substantial Shares of B.C. Pacific Capital

RURAL CELLULAR: Likely Covenant Breach Prompts Rating Cut to B
SAFETY-KLEEN CORP: Inks Maintenance Agreement with Ryder Truck
SEITEL INC: Expects to Commence OTCBB Trading on Monday
SIERRA HEALTH: Capital Concerns Prompt S&P to Assign B+ Rating
SOLECTRON: David Everett Named EVP, Sales & Account Management

SOUTHERNERA RESOURCES: Resolves to Support Messina Debt Workout
SUPERIOR TELECOM: UST Schedules Sec. 341(a) Meeting for April 12
TENNECO AUTOMOTIVE: Elects Charles W. Cramb as New Director
TERMOEMCALI: Fitch Further Junks 10.125% Bonds Rating to CC
TEXAS COMM'L ENERGY: Initiates Plan to Refocus on Small Market

TODAY'S MAN: Court Moves Schedule Filing Deadline to April 3
TRANSTEXAS GAS: Has Until Today to Make Lease-Related Decisions
TRUMP CASINO: S&P Rates Corporate Credit & Sr Secured Debt at B-
TULLAS CDO: Fitch Places Class C's Junk Rating on Watch Negative
TYCO: Names Terry Sutter President of Plastics & Adhesives Unit

TYCO INT'L: Expecting Up to $325M in Non-Cash Pre-Tax Charges
UNIROYAL TECH: Retirees Committee Gets OK to Hire Leone Halpin
UNISYS CORP: S&P Assigns BB+ Rating to $250M Senior Unsec. Notes
UAL CORP.: Large Debt and Equity Transfers Require Notice
VERTEL CORP: December 31 Balance Sheet Upside-Down by $630,000

WARLICK PAINT: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON CASUALTY: S&P Assigns R Financial Strength Rating
WORLDCOM: Asks Court to Modify Simpson Thacher Retention Order
WORLDCOM INC: Church Group Calls for Utility Commissions to Act

* Messrs. Wareham & Dugan Join Paul Hastings' Washington Office

BOOK REVIEW: GROUNDED: Frank Lorenzo and the Destruction of
              Eastern Airlines

                           *********

21ST CENTURY TECH: Taps FOCUS Partners as Inv. Relations Counsel
----------------------------------------------------------------
21st Century Technologies, Inc., (OTCBB:TFCT) has retained FOCUS
Partners LLC of New York City to act as the Company's investor
relations counsel.

"We are please to announce that FOCUS Partners has been retained
to enhance our investor relation function and increase 21st
Century Technologies' visibility within the financial community.
The hiring of FOCUS is the first step in a series of corporate
initiatives intended to increase investor awareness of the
Company's inherent investment qualities," commented Arland D.
Dunn, Chairman and Chief Executive Officer. "We feel it is
important that we keep our shareholders and the financial
community well informed, and to ensure that we maintain clear
and constant lines of communication." FOCUS Partners' experience
and track record will provide 21st Century Technologies with a
comprehensive investor communications program, focused on
developing stronger relationships with current shareholders and
others in the investment community."

FOCUS Partners -- http://www.focuspartners.com-- is a proactive
financial investor relations and corporate advisory firm focused
on providing emerging companies with timely and actionable
guidance within the financial marketplace. Services include
developing comprehensive investor relations programs directed at
the financial community, to create and sustain shareholder
value, broaden the existing investor base and manage
expectations toward corporate developments.

As reported in Troubled Company Reporter's December 3, 2002
edition, 21ST Century Technologies, Inc., incurred an operating
loss of $97,442 for the 3 months ending September 30, 2002.
Recapitalization expense of $130,995 increased the loss for the
period to $228,309.  For the nine months ended September 30,
2002, the Company has net income of $33,682 compared to a net
loss of $1,917,536 loss for the same period during the previous
year.  General and administrative expenses of $378,066 have been
sharply reduced for the 9 months ending September 30, 2002
compared with $869,038 for the 9 months ending September 30,
2001. Due to the reduction of mid level and upper management,
compensation costs are likewise reduced from $1,151,338 in 2001
to $314,761 in 2002.

The Company is dependent upon cash on hand and revenues from the
sales of its products.  At present the Company needs cash for
monthly operating expenses in excess of its historic sales
revenues, and will  continue to need additional capital funding
until sales of products increases.  The Company will finance
further growth through both public and private financing,
including equity resources in the event of recapitalization.
Shareholders' interests may be diluted.  If the Company is
unable to raise sufficient funds to satisfy either short term or
long term needs, there would be substantial doubt as to whether
the Company could continue as a going concern on either a
consolidated basis or through continued operation of any
subsidiary.  It might be required to significantly curtail its
operations, significantly alter its business strategy or forego
market opportunities.


ADELPHIA BUS.: Exclusivity Extension Hearing Continues on Mar 28
----------------------------------------------------------------
The hearing on Adelphia Business Solutions, Inc., and its
debtor-affiliates' request for a second exclusive period
extension has been continued to March 28, 2003 at 9:45 a.m.
Accordingly, the exclusive periods are extended until the
conclusion of that hearing.

As previously reported, Adelphia Business Solutions, Inc., and
its debtor-affiliates asked the Court for an extension of
the deadlines to (A) file a plan of reorganization to May 31,
2003; and (B) solicit acceptances of that plan to July 31, 2003.
(Adelphia Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: Equity Committee Brings-In Atkins as Consultant
---------------------------------------------------------------
By motion dated January 21, 2003, the Adelphia Communications
Debtors have requested the Court's approval of their employment
of William Schleyer as Chairman and Chief Executive Officer and
Ronald Cooper as President and Chief Operating Officer.
According to the Employment Motion, the ACOM Debtors' Board
approved the appointment of Messrs. Schleyer to these positions
on January 16, 2003, one week after the Equity Committee filed
their Corporate Governance Motion.  In connection with its
analysis of the issues presented in both the Employment Motion
and the Corporate Governance Motion, the Equity Committee has
sought the advice, assistance, and expert analysis and testimony
of Betsy S. Atkins, a highly regarded consultant with
longstanding experience as a member of boards of public
companies and advising corporate leaders on issues of corporate
governance.  The Equity Committee desires to retain and employ
Ms. Atkins to continue to assist it and its counsel, Sidley
Austin Brown & Wood LLP, and to provide expert analysis and
testimony in these Chapter 11 cases.

By this application, the Equity Committees seeks entry of an
order authorizing the employment and retention of Betsy S.
Atkins to provide to provide expert analysis and testimony and
with respect to matters of corporate governance.

Specifically, Ms. Atkins will assist and advise the Equity
Committee and Sidley in respect of the issues related to
corporate governance, including:

   A. provide expert analysis and testimony in connection with
      the Equity Committee's opposition to the Debtors'
      Employment Motion;

   B. all matters of corporate governance matters including:

      -- the Equity Committee's Corporate Governance Motion,

      -- efforts by any stakeholders to reconstitute ACOM's board
         of directors, and

      -- corporate "best practices" and related policies; and

   C. litigation in connection with any of the foregoing.

Norman N. Kinel, Esq., at Sidley Austin Brown & Wood LLP, in New
York, relates that Ms. Atkins has served on numerous corporate
boards of directors since 1979.  Her experience includes boards
of private corporations and public corporations, small as well
as large corporations in a broad range of industries.  Some
examples are Lucent Technologies, Ascend Communications, Olympic
Steel, and Amplitude Software.  She also has an operational
background, having served as chief executive officer of NCI, a
private food company, and vice president of marketing or sales
at Unisys and Ascend Communications.  Ms. Atkins currently is
the Chief Executive Officer of Baja Corporation, a multimillion-
dollar private investment company specializing in start-up and
venture stage capital.  She received her Bachelor of Arts degree
(Magna Cum Laude, Phi Beta Kappa) from the University of
Massachusetts.

Additionally, Mr. Kinel reports that Ms. Atkins has served on
audit, compensation, governance, and nominating committees of
various boards. She is currently the chairperson of the
governance committee of two NASDAQ companies' boards: McData
($400,000,000 in revenues) and Polycom ($500,000,000 in
revenues).  Ms. Atkins also currently serves on the boards of
these five public companies: McData, Polycom, webMethods,
UTStarcom and Liquidmetal.  She has been dedicated on a full-
time basis to board governance as a professional director for
four years.  Over the past 12 years, Ms. Atkins has contributed
articles to the leading publications in the board governance
field including: Directors Monthly, published by the National
Association of Corporate Directors (NACD), Corporate Board
Member, Directorship, Board Alert, and Directors and Boards.
Ms. Atkins has also been a quoted source for the Wall Street
Journal, Forbes, Boston Globe, San Francisco Chronicle, and
Miami Herald.

Moreover, Mr. Kinel notes that Ms. Atkins was a keynote speaker
at the April 2002 NACD Annual Conference, where the topics were
"Corporate Boards in Crisis," and "Succession Planning."  She
will be a keynote speaker again in October 2003 at NACD's annual
meeting.  Ms. Atkins also was a keynote speaker at the
"Corporate Board Members" recent conference on "Fighting
Shareholder Lawsuits," where she spoke on the "best practices"
directors can employ to prevent shareholder lawsuits.

Subject to this Court's approval, Ms. Atkins will seek
compensation for her services at her standard hourly rate of
$500 per hour, which is based on her skill, knowledge and level
of experience, and subject to periodic adjustment.
Additionally, Ms. Atkins will seek reimbursement of out-of-
pocket expenses incurred in performing services related her
engagement.

To the extent that Ms. Atkins provides services to Sidley in
connection with Litigation matters, Mr. Kinel tells the Court
that Ms. Atkins' 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, Ms. Atkins' 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 Ms. Atkins in connection
with her 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 Ms. Atkins 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
Atkins Litigation Work Product will not be affected by the fact
Ms. Atkins has been retained by the Equity Committee rather than
by Sidley. (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.


ADVANCED TISSUE: Plan Confirmation Hearing Sets for Wednesday
-------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTCBB:ATISQ) announced that the
U.S. Food and Drug Administration has approved Inamed
Corporation's (Nasdaq:IMDC) Pre-Market Approval supplement for
CosmoDerm(TM) and CosmoPlast(TM) human collagen products. These
new dermal fillers contain Advanced Tissue Sciences' human-based
collagen.

As a result of the FDA approval, the company expects to receive
a $2 million milestone payment from Inamed. Under the agreement
between the two companies, the milestone payment is due within
30 days of the FDA approval.

On Feb. 7, 2003 the company filed a proposed Liquidating Plan of
Reorganization and accompanying Disclosure Statement with the
United States Bankruptcy Court for the Southern District of
California. The hearing to confirm plan is scheduled for 10 a.m.
pacific time on March 19, 2003.

If the plan is confirmed, the company's shares will cease
trading at the close of business on March 31, 2003. A
liquidating trust will be formed to distribute cash from the
liquidation of the remaining assets. Holders of the company's
stock at the time of the effective date of the Plan will receive
a non-trading, non-transferable interest in the liquidating
trust equal to the pro rata interest they previously held in the
common stock of the company. If cash is available for
distribution to stockholders, the initial distribution by the
trust to former stockholders will occur not later than 60 days
after the effective date. Further distributions, if any, will
follow as funds are collected and/or assets are sold.


AGERE SYSTEMS: Teams Up with Ubicom to Deliver Reference Designs
----------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) and Ubicom, Inc., announced a
collaboration to deliver 802.11b/Wi-Fi(TM) reference designs
aimed at bringing ubiquitous wireless connectivity closer to
reality. Working together, the two companies are delivering
solutions that will meet the unique cost, performance, size and
time-to-market requirements for wireless local area networking
applications.

The first offering from Agere and Ubicom is a single-board
reference design for access point, repeater and Ethernet bridge
solutions using Agere's two-chip Wi-Fi solution and Ubicom's
IP2000 processor and software platform. Targeted at making
wireless LAN technology more readily accessible for home and
small office users, this design provides one of the industry's
lowest bill of materials and streamlines product development for
significantly faster time-to-market -- two of the most critical
issues facing OEM and ODM customers who are designing low-cost
wireless LAN solutions. A prototype of the design will be on
display at the 2003 CeBIT Show (Hall 13, Stand 37) this week in
Hannover, Germany.

"Our customers are demanding reference designs that offer
multiple advantages such as a small footprint, increased
functionality and accelerated time to market, while keeping
systems costs aligned to supply access points priced below
$100," said Ron Torten, vice president of Agere's Networking and
Entertainment Division. "Together, we will cost-effectively
deliver the seamless wireless connections available in many
large enterprises to homes and small offices."

"This reference design pairs breakthrough technology from Agere
and Ubicom to deliver an optimized platform for wireless product
development," said Bulent Celebi, chief executive officer of
Ubicom. "By combining the industry's first integrated 802.11b
radio and baseband module from Agere with Ubicom's revolutionary
processor and software platform, we give ODMs the tools they
need to rapidly and cost-effectively develop wireless products.
This will drive the broad deployment of WLANs, and move the
industry further along the path toward making communications
ubiquitous and transparent."

The Agere/Ubicom access point reference design is a complete
solution, which includes:

      -- Integrated 802.11b module. Agere's WaveLAN(TM) (WL11411)
Module is the industry's first integrated 802.11b radio and
baseband module. It integrates all major radio frequency (RF)
components -- including the RF baseband, direct down-conversion
radio, antenna switch and power amplifier -- into a single
surface-mount package measuring only 25 millimeters squared.
Along with providing architectural flexibility, Agere's WL1141
PHY module is fully tested, calibrated and compliant to the IEEE
802.11b standard. The component includes on-chip shielding that
gives it the flexibility to be installed anywhere on an
application's printed circuit board, while protecting against
interference with other components.

      -- Media Access Controller (MAC). Agere's WaveLAN (WL60010)
Media Access Controller provides programmable host interface
support, one megabyte of on-chip memory and a glueless interface
to Agere's 802.11b radio chipsets and modules. Agere's MAC fully
supports 802.11b standardized data rates of up to 11 Mbits/s and
is compatible with Agere's next-generation high-speed, multimode
solutions. It also includes software support for the new Wi-Fi
Protected Access (WPA) security specification.

      -- Processor and Software Platform. Ubicom's IP2000
processor family delivers wire-speed performance, at up to half
the cost, using one-third the power, in one-tenth the footprint
of competing technologies. The platform implements
communications and control functions in software, allowing
customers to support any of the industry's most prevalent
networking protocols, including 802.11, Bluetooth and HomePlug,
with a single processor platform. Software I/O dramatically
reduces development time and engineering cost. The processors
feature a deterministic, memory-to-memory architecture that
processes packets directly in memory, eliminating costly on-chip
and off-chip hardware, and delivering up to five times the
throughput of comparable platforms. Shipping in volume today,
the IP2000 can be found in both retail and commercial products
ranging from Ethernet bridges and small office/home office
(SOHO) access points to voice-over-IP phones, Web cameras,
refrigeration systems and printers.

      -- Software. Ubicom's processors are optimized to run the
company's comprehensive software offering. This includes a real-
time operating system with a code size that is 20 times smaller
than comparable Linux platforms, as well as a full suite of
software modules that can be mixed and matched to deliver
customized, optimized networking products. Moreover the
company's powerful, easy-to-use development environment reduces
time-to-market from several months to less than twelve weeks.

      -- Development Support. Ubicom offers a host of development
tools and kits for its IP2000 family processors. These kits
include the company's unique configuration tool that allows
customers to add networking functionality to their products with
the click of a button. After selecting their desired features,
the configuration tool automatically builds all of the necessary
code, and strips away unused code to conserve memory. This
configuration tool is included in the company's development
kits, along with all of the necessary hardware and software for
embedding wireless and device connectivity into a networked
product.

Ubicom and Agere will work together to support customer
implementations of the reference design. The two companies
expect to begin sampling to customers in April. It will be
offered as an upgrade to Ubicom's wireless development kit, and
as a part of Agere's WaveLAN portfolio.

Agere is an industry pioneer in developing wireless LAN
products, and its WaveLAN, Wi-Fi-compliant chips, PC cards and
modules have been incorporated into the current products
manufactured by virtually all of the top PC makers. Agere also
continues to be at the forefront of standards development and
deployment. Ubicom's vision is to enable the extension of the
Internet to new locations, as well as new devices, beyond the
PC. The company's network processor and software platform has
been designed from the ground up for wireless connectivity.

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

Ubicom, Inc., is making ubiquitous communications a reality,
through wireless network processor and software platforms that
enable all electronic devices to be connected to each other --
securely, cost-effectively and transparently. With headquarters
in Mountain View, Calif., Ubicom also has offices in Belgium,
Taiwan and Hong Kong. For more information, visit
http://www.ubicom.com


AMERALIA: Acquires White River Nahcolite Assets & IMC Contracts
----------------------------------------------------------------
On February 20, 2003, AmerAlia, Inc., through its indirect,
wholly-owned subsidiary, Natural Soda, Inc. (formerly named
"Natural Soda AALA, Inc."), purchased the assets of White River
Nahcolite Minerals Ltd. Liability Co. and certain related
contracts held by IMC Chemicals Inc., with short-term financing
provided by funds associated with The Sentient Group of Grand
Cayman. Natural Soda, Inc. is owned by Natural Soda Holdings,
Inc.  AmerAlia owns 100% of the outstanding stock of Natural
Soda Holdings, Inc. White River Nahcolite Minerals is an
indirect, wholly-owned subsidiary of IMC Global, Inc.  IMC
Chemicals is a subsidiary of IMC.

AmerAlia's primary objective is to become the world's largest
and lowest cost producer of sodium bicarbonate. The Company
expects to use solution mining to recover sodium bicarbonate
primarily for sale to the animal feed, industrial, food and
pharmaceutical grade markets. It believes the acquisition of
this natural sodium bicarbonate business enables it

      -   to secure a huge resource of naturally occurring sodium
          bicarbonate,

      -   to establish a substantial market share and generate
          sales revenues in an industry dominated by Church &
          Dwight who manufacture the Arm & Hammer brand products,
          and

      -   to be one of the lowest cost producers of sodium
          bicarbonate products.

AmerAlia, through subsidiary Natural Soda, Inc., is developing a
sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin. The land, leased through 2011,
is estimated to contain about 300 million tons of the mineral
per square mile. AmerAlia has made a bid to acquire White River
Nahcolite Minerals, which holds an adjoining lease covering more
than 8,000 acres. Sodium bicarbonate (baking soda) is used in
animal feed, food, and pharmaceuticals. Its production
byproducts (soda ash and caustic soda) are used to make glass,
detergents, and chemicals. At December 31, 2002, the Company's
balance sheet shows a working capital deficit of about $15.6
million.


AMERICAN AIRLINES: Labor Coalition Calling for Government Relief
----------------------------------------------------------------
The AMR Labor Coalition, comprised of the five unions
representing American Airlines and American Eagle employees
(NYSE:AMR), emphasized the need today for government relief from
the multitude of taxes and security fees now levied on the
industry, many of which were imposed in the aftermath of the
September 11, 2001 terrorist attacks.

"The difficulty our industry is now experiencing is largely due
to the dramatic increase in taxes and fees levied on the
carriers," said Captain John E. Darrah, APA President. "Overall,
our industry's tax burden has increased more than 70 percent
since the early 1990s, and something must be done quickly to
reverse this devastating trend. "This crisis is fast becoming a
major public policy disaster that could ultimately affect tens
of millions of Americans -- a crisis that Congress can and must
address."

Large numbers of workers from the different AMR Labor Coalition
member unions participated in a series of events across the
country today to petition in support of government relief. These
events coincided with House Aviation Subcommittee hearings today
on the state of the industry.

"Labor givebacks alone cannot save the airline industry from
collapse," said James Little, Vice President of the Transport
Workers Union. "Congress must act swiftly to enable the industry
to recover."

AMR Labor Coalition representatives also noted that the cost of
fuel continues to rise, and will likely increase further in the
event of an Iraqi war, putting additional cost pressure on the
carriers when they can least afford it.

"The September 11 attacks were aimed at the heart of our
country's business and government institutions, not just at the
airline industry," said John Ward, President of the Association
of Professional Flight Attendants. "Yet the airlines are being
forced to underwrite a disproportionate share of the security
costs incurred since 9/11, which just doesn't make sense --
particularly since the airlines themselves were direct victims
of the attacks and especially hard hit."

"The airline industry accounts for nearly 10 percent of Gross
Domestic Product. If American Airlines were to declare
bankruptcy, fully one half of the nation's domestic flying would
be performed under Chapter 11 protection," said Captain Herb
Mark, Chairman of the American Eagle Master Executive Council,
ALPA. "Our government should have ample motivation to spur
recovery in an industry so vital to the national economy."

In addition to relief from taxes and security fees and the 4.3-
cent-a-gallon jet fuel tax, the AMR Labor Coalition is also
calling for Congressional assistance with protecting workers'
pension benefits, as well as extended unemployment benefits,
retraining assistance and COBRA subsidies for the 100,000-plus
workers already furloughed since September 11, 2001.

The AMR Labor Coalition is made up of the following:

      -- Transport Workers Union, AFL-CIO (TWU), which represents
         the 34,500 mechanics and ground employees of American
         Airlines and American Eagle.

      -- Allied Pilots Association (APA), which represents the
         13,500 pilots of American Airlines.

      -- Association of Professional Flight Attendants (APFA),
         which represents the 26,000 flight attendants of
         American Airlines.

      -- American Eagle Master Executive Council, Air Line Pilots
         Association, Int'l, AFL-CIO (ALPA), which represents the
         2,300 pilots of American Eagle.

      -- Association of Flight Attendants, AFL-CIO (AFA), which
         represents the 1,400 flight attendants of American
         Eagle.


AMERICAN SKIING: Red Ink Continues to Flow in Fiscal Q2 2003
------------------------------------------------------------
American Skiing Company (OTC: AESK) announced results for its
second fiscal quarter and 26 weeks ended January 26, 2003. The
Company reported that second quarter financial performance was
favorably impacted by improved early season weather conditions
relative to the comparable period in fiscal 2002.

"Better early season conditions nationwide set the stage for
strong second quarter resort operating results," said CEO B.J.
Fair. "Following the stronger early season results, we have
witnessed some softening in visitation due primarily to
extremely cold weather in the northeast as well as ongoing
concerns about the economy and the threat of war with Iraq. More
recently, the weather in the northeast has moderated, our
western resorts have received considerable snowfall and our
improvement continues over the prior year. Conditions at our
resorts are excellent and we expect that they will remain
outstanding through the remainder of the 2002/2003 ski season."

                Fiscal 2003 Second Quarter Results

The net loss available to common shareholders for the second
quarter of fiscal 2003 was $16.7 million compared with a net
loss of $43.7 million for the second fiscal quarter of 2002.
Excluding other items and results from Heavenly, the net loss
available to common shareholders for the second quarter of
fiscal 2002 was $20.0 million.

Total consolidated revenues were $100.3 million for the second
quarter of fiscal 2003, compared with $100.1 million for the
previous year's second quarter. Resort revenue was $99.0 million
for the quarter, compared with $88.0 million for the second
quarter of fiscal 2002. The increase in resort revenues
primarily reflects better early season ski conditions and higher
visitation at Company resorts. Real estate revenue from ongoing
fractional ownership sales was $1.3 million, versus $12.1
million for the same period in fiscal 2002. The decline reflects
a $5.2 million decrease in closings of fractional ownership
units at Steamboat and The Canyons and the sell-out of our
eastern hotel quartershare inventory last year, which
contributed $5.6 million in revenue during the second quarter of
fiscal 2002. The decrease in real estate revenues at Steamboat
and The Canyons relates to the impact of continuing disruptions
related to the Company's real estate restructuring effort,
weakening economic conditions as well as difficulty of some
potential buyers in obtaining end-loan financing for fractional
real estate purchases.

The Company's total earnings before interest expense, income
taxes, depreciation and amortization ("EBITDA"), was $16.0
million in the second fiscal quarter of 2003, compared with
$12.2 million in the same period in fiscal 2002. Resort EBITDA
for the quarter was $16.6 million versus $12.1 million for the
previous year's second quarter after excluding results from
Sugarbush, again reflecting improved fiscal 2003 early season
operating results. Real estate EBITDA was a loss of $0.6 million
compared with earnings of $0.1 million in the second fiscal
quarter of 2002.

                     Fiscal 2003 Six Month Results

The net loss available to common shareholders for the six months
ended January 26, 2003 was $55.8 million compared with a loss of
$109.2 million in the corresponding period of fiscal 2002.
Excluding other items and results from Heavenly, the net loss
available to common shareholders for the first six months of
fiscal 2002 was $62.5 million.

Total consolidated revenues were $120.9 million for the first
six months of fiscal 2003, compared with $120.2 million for the
first six months of fiscal 2002. Resort revenue was $115.9
million compared with $105.3 million in fiscal 2002 reflecting
better early season conditions. Excluding results from
Sugarbush, resort revenue was $104.6 million for the first six
months of fiscal 2002. Real estate revenue was $5.0 million,
versus $14.9 million during the same period last year reflecting
the factors discussed earlier.

Total EBITDA for the first six months of fiscal 2003, was $0.6
million versus a loss of $5.1 million, or a loss of $4.1 million
excluding results from Sugarbush, in the comparable period in
fiscal 2002. Resort EBITDA was $1.0 million compared to a loss
of $3.9 million last year. Excluding results from Sugarbush,
resort EBITDA was a loss of $2.9 million during the first six
months of fiscal 2002. Real estate EBITDA was a loss of $0.4
million compared to a loss of $1.2 million in fiscal 2002.

              Sale of Heavenly and Sugarbush Resorts

As previously announced, on May 9, 2002, the Company closed on
the sale of its Heavenly ski resort in South Lake Tahoe, a key
element of its restructuring plan. In accordance with Statement
of Financial Accounting Standards (SFAS) No. 144, the financial
statements for the three and six month periods of fiscal 2002
present the operating results of Heavenly as discontinued
operations. For additional information, please refer to
disclosures made in the Company's Form 10-K, dated March 7,
2003, on file with the Securities and Exchange Commission.

On October 1, 2001, the Company announced that it had completed
the sale of Sugarbush Ski Resort in Warren, Vermont. The sale
was completed on September 28, 2001 and operating results of
Sugarbush are included in the Company's financial statements
through that date.

               Accounting Changes and Other Items

During the second quarter and first six months of fiscal 2002,
the Company incurred $0.9 million, and $2.5 million,
respectively, in restructuring charges. All of these
restructuring charges relate to resort operations except for
$0.2 million associated with real estate operations incurred
during the second quarter of fiscal 2002. During the second
quarter of fiscal 2002, the Company also incurred a $25.4
million impairment charge related to long- lived assets at its
Steamboat ski resort. During the first quarter of fiscal 2002,
the Company incurred an $18.7 million charge related to the
impairment of goodwill resulting from the adoption of Statement
of Financial Accounting Standards No. 142.

                Non-GAAP Financial Measurements

Resort and Real Estate EBITDA are not measurements calculated in
accordance with Generally Accepted Accounting Principles
("GAAP") and should not be considered as alternatives to
operating or net income as an indicator of operating
performance, cash flows as a measure of liquidity or any other
GAAP determined measurement. Management believes certain items
excluded from Resort and/or Real Estate EBITDA, such as non-cash
charges for stock compensation awards, and restructuring and
asset impairment charges are significant components in
understanding and assessing the Company's financial performance.
In addition, the Company has excluded losses and earnings from
Sugarbush Resort from EBITDA in order to facilitate comparisons
with previously announced operating results. Other companies may
define EBITDA differently, and as a result, such measures may
not be comparable to the Company's reported EBITDA. Management
has included information concerning Resort and Real Estate
EBITDA because it believes that EBITDA is an indicative measure
of the Company's operating performance and is generally used by
other leisure and hospitality operators and investors to
evaluate companies in the resort industry.

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

                         *     *     *

                       Real Estate Update

As reported in Troubled Company Reporter's Tuesday Edition, the
Company is continuing negotiations with the lenders under its
senior secured credit facility for its primary real estate
development subsidiary, American Skiing Company Resort
Properties, as part of the Company's ongoing effort to
restructure ASCRP's real estate debt. As previously reported,
ASCRP has been in payment default under its senior secured
credit facility since May 2002. Management believes that it is
close to finalizing an agreement with the lenders that entails
the formation of a new company to hold ASCRP's real estate
development assets. The equity in the new company is expected to
be held by lenders under the senior secured credit facility, and
ASCRP.

The ASCRP senior secured credit facility, as previously
reported, remains in default pending completion of these
negotiations. There can be no assurance that negotiations will
be successfully completed, or that the payment defaults pending
under the facility can be satisfactorily resolved, if at all.
For more detail, please refer to the Company's Form 10-K and
Form 10- Q, each filed with the Securities and Exchange
Commission on March 7, 2003.

                Real Estate Operations Recent Trends

Over the past several months, the Company has seen a reduction
in sales volume and sales leads at its Grand Summit properties
at Steamboat and The Canyons. These reduced sales volumes are
below the Company's anticipated levels for this period. The
Company believes that this is primarily the result of continuing
disruptions related to its real estate restructuring efforts,
which have impacted real estate sales interest at both resorts,
as well as weakening economic conditions and difficulty of some
potential buyers in obtaining end loan financing for fractional
real estate purchases. Management is monitoring developing
economic conditions and implementing new and re-energized sales
and marketing programs to take advantage of visitation during
the remaining ski season.


AMERIFIRST FOUNDATION: Creditors' Meeting Scheduled for April 1
---------------------------------------------------------------
The United States Trustee will convene a meeting of Amerifirst
Foundation, Inc., and its debtor-affiliates' creditors at 2:30
p.m. on April 1, 2003, at U.S. Trustee Meeting Room, 2929 N.
Central Ave., Suite 820, Phoenix, Arizona.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Amerifirst Foundation, Inc., a non-profit charitable
organization that receives charitable donations from donors in
exchange for charitable gift annuities, filed for chapter 11
protection on February 19, 2003 (Bankr. Ariz Case No. 03-02652).
John R. Clemency, Esq., and Todd A. Burgess, Esq., at Quarles &
Brady Streich Lang LLP represent the Debtors in their
restructuring efforts. When the Company filed protection from
its creditors, it listed $18,031,145 in total assets and
$16,607,250 in total debts.


AMES DEPARTMENT: Court Extends Plan Filing Exclusivity to Aug 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Ames Department Stores, Inc.'s motion to extend their
exclusive periods to:

     -- file a reorganization plan until August 29, 2003, and

     -- solicit acceptances of that plan through October 29,
        2003. (AMES Bankruptcy News, Issue No. 34; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Court Okays MBIA Note Extension to March 31, 2003
-------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates obtained the
Court's authority to enter into certain amendments of the Second
Amended and Restated Financing Agreement.  The amendment
provides for the continued release of funds from certain
collection accounts to certain non-debtor special purpose
entities through and including March 31, 2003, in the maximum
revolving amount not to exceed $2,300,000,000, with an automatic
renewal to April 18, 2003 subject to these conditions:

     A. On or prior to March 31, 2003, or on a later date as MBIA
        may elect, the Debtors have closed a DIP financing
        facility amounting to at least $60,000,000;

     B. The Debtors have demonstrated to MBIA's satisfaction that
        ARG Funding Corp. will have sufficient cash on hand to
        make the Controlled Amortization Payment on the ARG
        Funding Corp. Series 2000-4 Notes due on April 21, 2003;
        and

     C. ANC has demonstrated to MBIA's satisfaction that during
        the week beginning April 20, 2003, the Debtors will have
        sufficient cash on hand to make all scheduled "Fleet
        Financing and Lease Payments" due during that week, on
        the same terms and conditions as set forth in the Third
        Order Authorizing Debtors to Lease Automobiles and
        Provide Protection in Connection with the Master Lease
        Agreements, dated November 5, 2002, including with
        respect to:

        1. the payment of the $400,000 monthly administrative fee
           in connection with the Amendment;

        2. certain protections relating to the Amendment; and

        3. the Debtors' ability to enter into other agreements
           and documents necessary to consummate the transaction.

The Amendment allows, subject to the other terms and conditions
of the New Vehicles Transaction Documents, these non-debtor
special purpose entities to finance the purchase of the vehicles
that, in turn, are leased to the Debtors for use in their daily
rental operations.

The monthly administrative fee will be paid on the 13th of each
month.  The funds received by the Lessor SPEs pursuant to the
Amendment will be used to fund the acquisition of the Debtors'
vehicle fleet.  The MBIA Notes are secured by a first priority
lien on the vehicles purchased with the proceeds of the MBIA
Notes and all other collateral relating to these vehicles. (ANC
Rental Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ASPEN TECHNOLOGY: Gains Recognition in Leading Industry Report
--------------------------------------------------------------
Aspen Technology, Inc., (Nasdaq: AZPN) has been positioned in
the Visionary quadrant in the latest Magic Quadrant report on
supply chain planning solutions for process manufacturers
produced by Gartner, the leading technology research and
advisory firm. This recognition was based on a comprehensive
analysis of AspenTech's current and future SCP solutions, and
discussions with a range of current process industry customers.

"AspenTech has a long track-record of delivering best-of-breed
supply chain solutions to the process industries," said David
McQuillin, President and CEO of AspenTech. "These solutions help
companies realize significant value and a rapid return on
investment, even in complex environments not suited to more
generic supply chain technologies. We are proud that Gartner
recognized the strength of our vision in its recent report. Our
initiatives in supply chain inventory visibility, performance
management and portal technologies are important competitive
differentiators, and leverage the value of linking plant floor
activities to decision support solutions."

AspenTech offers a comprehensive family of SCP solutions that
enable petroleum, chemical, pharmaceutical and other process
manufacturers to increase their profitability by reducing
inventories, maximizing plant utilization, optimizing sourcing
and satisfying customer demand more effectively. The solutions
are pre-configured to suit the specific needs of each industry,
ensuring simple, low-risk implementation and a fast return on
investment. Examples include products for refinery planning and
scheduling, and solutions that deliver advanced functionality
like Vendor Managed Inventory (VMI) and Capable-to-Promise
(CTP).

In its research note entitled "Options Expand in SCP for Process
Manufacturers in 1Q03", Gartner, Inc.'s Magic Quadrant positions
vendors in a particular market segment based on their vision and
ability to execute that vision. According to Gartner,
Visionaries have a clear vision of market direction and are
focused on preparing for that, but they can still improve in
terms of optimizing service delivery. In order to be included in
this Magic Quadrant, vendors must demonstrate a credible vision
for a multi-product, process manufacturing-oriented SCP suite,
and possess an effective sales distribution channel for global
customers.

Supply chain planning applications are an important element of
AspenTech's solutions for Enterprise Operations Management in
the process industries. These integrated, enterprise-wide
solutions combine engineering and manufacturing/supply chain
technologies to help companies optimize the way they engineer
and run their manufacturing and supply chain operations.

Aspen Technology, Inc., is a leading supplier of enterprise
software to the process industries, enabling its customers to
increase their margins and optimize their business performance.
AspenTech's engineering solutions, including Hyprotech's
technologies, help companies design and improve their plants and
processes, maximizing returns throughout their operational life.
AspenTech's manufacturing/supply chain solutions allow companies
to run their plants and supply chains more profitably, from
customer demand through to the delivery of the finished
products. Over 1,200 leading companies rely on AspenTech's
software every day to drive improvements across their most
important engineering and operational processes. AspenTech's
customers include: Air Liquide, Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil,
GlaxoSmithKline, Lyondell Equistar, Merck, Mitsubishi Chemical,
Shell, Southern Company, TXU Energy and Unilever. For more
information, visit http://www.aspentech.com

                          *    *    *

As reported in Troubled Company Reporter's October 15, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Aspen Technology Inc., to single-'B' from single-'B'-plus,
following the company's announcement that it expects to report
sales in the September 2002 quarter lower than previously
expected. As a result, efforts to restore profitability and
positive cash flow are likely to be delayed.

At the same time, the rating on Aspen's subordinated debt was
also lowered, to triple-'C'-plus from single-'B'-minus.


BIOTRANSPLANT: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 1 appointed six members to
an Official Committee of Unsecured Creditors in Biotransplant,
Inc.'s Chapter 11 cases:

        1. The General Hospital Corporation
           c/o Frances Toneguzzo, Director
           Corporate Sponsored Research
           Thirteenth Street, Bldg. 149, Suite 5036
           Charlestown, MA 02129-2000
           Phone:  617-726-1068
           Fax:  617-726-1668"
           Email: ftoneguzzo@partners.org

        2. Biolease, Inc.
           c/o David J. Armanetti, Manager
           306 South Dartmouth Street Boston, MA 02116
           Phone: 617-266-4850
           Fax: 617-266-8820
           Email: darmanetti@raymondproperties.com

        3. All Energy Gas & Electric Marketing Co., LLC.
           c/o Greg Atkinson, Credit Manager
           95 Sawyer Road Waltham, MA 02453
           Phone: 781-906-2220
           Fax: 781-906-2150
           Email: gatkinson@allenergy. Com

        4. Merrill Communications, LLC
           c/o Daniel Hein, National Collections Supervisor
           One Merrill Circle St. Paul, MN 55108
           Phone: 651-632-4124
           Fax: 651-632-1857
           Email: Dale.Hein@MerrillCorp.com

        5. Eagle Building Services Corp.
           c/o AnnMarie Mandarano
           145 Allston Street Cambridge, MA 02139-4522
           Phone: 617-661-8331
           Fax: 617-661-3297

        6. Susan Dearborn
           320 Liberty Square Road Boxboro, MA 01719
           Phone: 978-263-4135
           Fax: 978-661-8855
           Email: Susan.Dearborn@Genzyme.com

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Biotransplant Incorporated discovers, develops and
commercializes therapeutics, therapeutic devices and therapeutic
regimens designed to suppress undesired immune responses and
enhance the body's ability to accept donor cells, tissues and
organs.  The Company filed for chapter 11 protection on February
27, 2003 (Bankr. Mass. Case No. 03-11585).  Daniel C. Cohn,
Esq., at Cohn Khoury Madoff & Whitesell LLP represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $16,338,300 in total
assets and $6,960,338 in total debts.


CALPINE: SEC Clears Accounting Treatment for 2 Power Contracts
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that the Staff of The
Securities and Exchange Commission has concluded its review of
the accounting for two power sales contracts.  As a result, no
adjustments to the financial statements related to these
contracts will be required.

Last month, Calpine contacted the SEC seeking their review and
concurrence on the appropriate accounting treatment for two
power sales contracts, which were entered into with third
parties during 2001.  Both Deloitte & Touche LLP, the company's
independent auditor, and Calpine's former independent auditor
had concurred that the company's accounting treatment for the
revenue from these contracts was acceptable.

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

                         *   *   *

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


CARECENTRIC INC: Dec. 31 Balance Sheet Insolvency Widens to $15M
----------------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, reports its Annual Report of Financial Results for
the year ended December 31, 2002.

CareCentric reported a 7.7% increase in revenues to $22.0
million for 2002 against revenues of $20.4 million in 2001. The
Net Cash Used in Operating Activities for 2002 was $0.8 million
and in 2001 was $3.9 million. Results from Continuing Operations
for 2002 was a profit of $0.3 million compared to a loss of $9.8
million in 2001, after adding back an $11.8 million impairment
charge recorded in 2001.

CareCentric's December 31, 2002 balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $15 million.

"This year's results clearly illustrate the Company's progress
and operating focus during the last year," stated John R. Festa,
President and CEO of CareCentric. "Our 2002 reported results of
operations report a material improvement from losses in both
2000 and 2001 to a net profit in 2002 while posting an increase
of 7.7% in sales for 2002 over 2001. In 2002, we met all
required regulatory updates for our products, introduced new
products for the point of care market and solidified our
research and development plans for the future. In 2003 we will
continue to further advance our improved financial performance
while adding renewed emphasis on our customer service and
development of our next generation of products."

Mr. Festa added, "It is our intent to continue to aggressively
reinvest the Company's cash flow into product enhancements
including electronic billing modules, point-of-care based
products and the development of new generation product
platforms. We believe CareCentric is in a unique position to
understand our customers' needs in both the home health agency
and medical equipment sectors."

"The Board of Directors is very pleased with the improved
financial performance of the Company in 2002 and remains
committed to supporting the Company in its strategic investment
in its customers, products, and technological evolution," stated
John E. Reed, Chairman of the Board.

CareCentric provides information technology systems and services
to over 1,500 customers. CareCentric provides freestanding,
hospital-based and multi- office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information. With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.


CNA FIN'L: Units Have $600M Reinsurance Receivables from Gerling
----------------------------------------------------------------
CNA Financial Corporation (NYSE:CNA) said that as of December
31, 2002, its property and casualty insurance subsidiaries have
approximately $600 million of reinsurance receivables due from
Gerling-Konzern Allgemeine Versicherungs AG and its property and
casualty insurance subsidiaries. Of this amount, all but
approximately $170 million is supported by collateral in the
form of letters of credit, trust agreements, funds withheld
balances and other payable offsets. The uncollateralized amount
is primarily due from the Gerling Group's New York-domiciled
insurance subsidiaries. CNA continues to bill reinsured losses
and collect payments from the Gerling Group in the normal
course. At December 31, 2002, CNA's GAAP equity was $9.4
billion.

CNA is the country's fourth largest commercial insurance writer,
the ninth largest property and casualty company and the 51st
largest life insurance company. CNA's insurance products include
standard commercial lines, specialty lines, surety, reinsurance,
marine and other property and casualty coverages; life and
accident insurance; group long term care, disability and life
insurance; and pension products. CNA services include risk
management, information services, underwriting, risk control and
claims administration. For more information, please visit CNA at
http://www.cna.com

                           *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, A.M. Best Co., affirmed the financial strength ratings
of the wholly-owned insurance subsidiaries of CNA Financial
Corporation (Chicago, IL).

Additionally, A.M. Best has affirmed the "bbb" debt rating on
CNA Financial Corporation's existing debt securities, a rating
of AMB-2 to the commercial paper program and indicative ratings
to corporate securities under a $600 million shelf registration
filed in 1999. These indicative ratings include "bbb" on senior
unsecured debt, "bbb-" on subordinated debt, "bb+" on trust
preferred securities and "bb+" on preferred stock.


DELCO REMY: Dec. 31 Net Capital Deficit Burgeons to $357 Million
----------------------------------------------------------------
Delco Remy International, Inc., a leading worldwide manufacturer
and remanufacturer of automotive electrical and
drivetrain/powertrain products, announced its financial
performance for the fourth quarter and year ended December 31,
2002.

For the fourth quarter, the Company reported Net Sales of $259.8
million, an increase of $13.0 million, or 5.3 percent, over the
fourth quarter of 2001. A Net Loss From Continuing Operations of
$7.5 million in the fourth quarter of 2002 compares with a net
loss of $48.1 million in the fourth quarter of 2001. Excluding
special charges totaling $26.4 million, a restructuring charge
of $33.4 million and the related income tax effect of $22.7
million, the Net Loss From Continuing Operations was $11.0
million in the fourth quarter of 2001.

For the year 2002, the Company reported Net Sales of $1,069.4
million, an increase of $62.2 million, or 6.2 percent, over
2001. Net Income From Continuing Operations of $0.6 million in
2002 compares with a net loss of $47.8 million in 2001.
Excluding a $4.4 million post-employment benefit curtailment
gain and related income tax effect of $1.7 million recorded in
the first quarter of 2002 and the non-recurring charges totaling
$70.0 million and the related income tax effect of $26.6 million
recorded in 2001, the Net Loss From Continuing Operations was
$2.1 million in 2002 compared with $4.4 million in 2001.

In accordance with the provisions of Statement of Financial
Accounting Standards No. 142, the Company recorded a $74.2
million charge to write down goodwill in certain of its
operations. This charge has been reported as the cumulative
effect of a change in accounting principle and is effective in
the first quarter of 2002.

Results for both 2002 and 2001 have been adjusted to reflect the
classification of the Company's retail gas engine business as a
discontinued operation.

At December 31, 2002, the Company's balance sheet shows that its
total liabilities exceeded its total assets by about $357
million, up from about $202 million a year ago.

Commenting on these results, Thomas J. Snyder, President and
CEO, stated: "Overall, the Company made good progress on its
goals to improve liquidity and achieve organic growth. The
results for the fourth quarter fell short of our expectations
due to weaker demand in the Aftermarket and the related
production curtailment. We did, however, realize organic growth
of about 6 percent and, more importantly, a substantial
improvement of $30.7 million in Cash Provided by Operating
Activities."

Performance Highlights:

Sales growth in 2002 compared with 2001 reflects higher industry
volume in the North American Automotive OE market, increased
market share in the retail Electrical Aftermarket and the effect
of 2001 acquisitions. These gains were partially offset by
softness in Europe and the transmission and diesel engine
aftermarket.

Operating Income of $72.2 million in 2002 (excluding the $4.4
million post-employment benefit curtailment gain recorded in the
first quarter) was down $13.4 million from $85.6 million in 2001
(excluding the special and restructuring charges totaling $65.8
million discussed above and goodwill amortization of $6.7
million). Virtually all of this decline was attributable to the
Aftermarket business, primarily in the fourth quarter, and was
due to adverse customer and product mix, including lower
electrical sales to OEMs and higher product returns in the
fourth quarter of 2002.

The Company continued to make significant improvements in cash
flows as Cash Provided by Operating Activities of Continuing
Operations increased $30.7 million to $46.5 million in 2002.
This improvement primarily reflected working capital efficiency
including accelerated collection of customer receivables through
arrangements with certain financial institutions.

The loss from discontinued operations in the fourth quarter of
$9.6 million included operating losses, the write down of assets
to realizable value and costs for severance and facility
closure.

Other Items:

In January 2003, the Company announced that it will close its
starter and alternator manufacturing operations in Anderson,
Indiana during the first quarter of 2003. The Company is also
developing plans to rationalize certain other of its operations.
Negotiations are currently in process and the Company cannot
reasonably estimate the cost of these actions, which will be
recorded as restructuring charges primarily in the first quarter
of 2003.

Effective March 7, 2003, the Company successfully concluded the
sale of a non-core business and has signed definitive agreements
to complete the sale of a second non-core business before the
end of March. The net proceeds are expected to be approximately
$29.0 million.

The Company is continuing its negotiations with Delphi
Corporation to purchase certain of its generator assets. In the
fourth quarter of 2002, the Company completed the acquisition of
intellectual property rights for the light duty alternator
product line and certain other assets for the production of
automotive alternators. Additional agreements are expected to be
completed in 2003.

Commenting on the outlook for 2003, Snyder stated: "While we
continue to see difficult industry conditions, particularly in
the aftermarket in the near term, we expect improvements from
our fourth quarter operational results. Over the longer term, we
continue to take the necessary actions to strengthen the Company
and improve operations."

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy-duty off-
road and industrial applications. It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.


DELIA*S CORP: Will Host Q4 Earnings Conference Call on March 27
---------------------------------------------------------------
dELiA*s Corp. (Nasdaq:DLIA), a leading multichannel retailer to
teenage girls and young women, invites investors to listen to a
broadcast of the Company's conference call to discuss fourth
quarter earnings results. The conference call will be broadcast
on Thursday, March 27, 2002 at 9:00 a.m. Eastern Time at
http://www.delias.com/investor This call will be archived
online within one hour of the completion of the conference call.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investor can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network. Institutional investors can access the call
via CCBN's password protected event management site,
StreetEvents -- http://www.streetevents.com

dELiA*s Corp., is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, http://www.dELiAs.comand 68 dELiA*s retail stores.

                          *    *    *

                Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended November 2,
2002, the Company stated:

"Cash used in operations in the first three quarters of fiscal
2001 and 2002 was $24.6 million and $24.7 million, respectively.
The increase in cash used in operations primarily relates to
higher operating losses offset by changes in working capital
levels.

"Investing activities provided $7.4 million in the first three
quarters of fiscal 2001 primarily relating to net investment
proceeds offset by capital expenditures and to the cash proceeds
and payments relating to our non-core businesses. In the first
three quarters of fiscal 2002, investing activities used $9.7
million relating to capital expenditures. During the fourth
quarter of fiscal 2002, we expect to make additional capital
expenditures of $300,000 to $500,000 resulting in total capital
expenditures for fiscal 2002 of approximately $10.0 million.

"Financing activities provided $35.5 million in the first three
quarters of fiscal 2001, primarily as a result of the June 2001
sale of 5.74 million shares of our Class A common stock as well
as borrowings under our new credit agreement and stock option
exercises, and $15.3 million in the first three quarters of
fiscal 2002, primarily relating to net activity under our credit
facility.

"We are subject to certain covenants under the mortgage loan
agreement relating to the 1999 purchase of our distribution
facility in Hanover, Pennsylvania, including a covenant to
maintain a fixed charge coverage ratio. Effective May 1, 2001,
the bank agreed to waive the fixed charge coverage ratio
covenant through August 6, 2003 in exchange for an adjustment in
our payment schedule.

"Our credit agreement, as amended, with Wells Fargo Retail
Finance LLC, a subsidiary of Wells Fargo & Company, consists of
a revolving line of credit that permits us to borrow up to $25
million, limited to specified percentages of the value of our
eligible inventory as determined under the credit agreement, and
provides for the issuance of documentary and standby letters of
credit up to $10 million. Under this Wells Fargo facility, as
amended, our obligations are secured by a lien on substantially
all of our assets, except certain real property and other
specified assets. The agreement contains certain covenants and
default provisions customary for credit facilities of this
nature, including limitations on our payment of dividends. The
agreement also contains controls on our cash management and
certain limits on our ability to distribute assets. At our
option, borrowings under this facility bear interest at Wells
Fargo Bank's prime rate plus 50 basis points or at the
Eurodollar Rate plus 275 basis points. A fee of 0.375% per year
is assessed monthly on the unused portion of the line of credit
as defined in the agreement. The facility matures September 30,
2004 and can extend for successive twelve-month periods at our
option under certain terms and conditions. As of November 2,
2002, the outstanding balance was $19.3 million, outstanding
letters of credit were $2.7 million and unused available credit
was $20,000.

"In November 2002, a cash concentration trigger event occurred
under the terms of our Wells Fargo credit facility that permits
Wells Fargo, among other things, to establish additional
reserves which impact our availability under the line. As a
result of that event, we are currently in discussions with Wells
Fargo to amend the loan agreement , which will likely result in
an adjustment downward of the effective advance rate under the
line as well as introduce a number of financial covenants
relating to sales performance, inventory levels and cash flow
metrics. We anticipate that we will finalize the amendment on
satisfactory terms by the end of December 2002.

"Separately, in October 2002, we engaged Peter J. Solomon
Company to assist in the evaluation of strategic alternatives.
This process continues and will likely result in either a sale
of the company or the infusion of additional capital in the form
of equity or debt. We are currently evaluating a variety of
alternatives and anticipate being able to announce a decision in
this regard by the end of the fiscal year.

"If our discussions with Wells Fargo are concluded on
satisfactory terms and a capital infusion is received, we
believe that our cash on hand and cash expected to be generated
from operations, together with the funds available under our
credit agreement, will be sufficient to meet our capital and
operating requirements at least through the next twelve months.
There can be no assurance that we will conclude our discussion
with Wells Fargo on favorable terms or that we will be able to
obtain a capital infusion. If we are not successful we may not
be able to meet our operating and capital requirements for the
next twelve months. The accompanying financial statements have
been prepared on a going concern basis, which contemplates
continuity of operations, realization of assets and liquidation
of liabilities in the ordinary course of business."


DIVINE: Hires Casas Benjamin as Exclusive Restructuring Advisor
---------------------------------------------------------------
divine, inc., and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the District of Massachusetts to
retain and employ Casas, Benjamin & White, LLC as their
Exclusive Restructuring and Business Advisor.

The Debtors tell the Court that they need Casas Benjamin's
restructuring and business advisory services to maximize the
value of their estates and to facilitate the successful "going
concern" sale of substantially all of their assets.

The exclusive restructuring and business advisory services to be
provided by Casas Benjamin will include:

   a) Management of the "working group" of professionals who are
      assisting the Debtors in the reorganization process or who
      are representing the Debtors' various stakeholders to
      enhance coordination of their efforts and individual work
      product consistent with the Debtors' overall restructuring
      goals;

   b) Supervision of both short-term as well as long-term
      liquidity optimization initiatives, as well as
      stabilization of the Debtors' operations in order to
      maximize disposition value(s);

   c) Critical review of the Debtors' budgets and cash flow
      forecasts, with proactive management in conjunction with
      management of the Debtors' associated cost structure and
      disbursement controls;

   d) Communication and/or negotiation with outside constituents,
      including creditors and their advisors;

   e) Preparation for and coordination of contemplated asset
      dispositions, and oversight and coordination of investment
      bankers employed by the Debtors, including assistance in
      the preparation of due diligence and marketing materials;

   f) Determination of viable reorganization/rehabilitation
      alternatives and development of any associated plan of
      reorganization: and

   g) Such other matters as may be requested consistent with our
      expertise as are mutually agreed upon by the parties.

Casas Benjamin's hourly rates are:

           Senior Managing Director      $585
           Managing Directors            $525
           Senior Advisors/Directors     $435
           Principals                    $365
           Senior Associates             $325
           Associates                    $235
           Paraprofessionals             $ 95

The professionals who will have primary responsibility for
providing services to the Debtors are:

           Edward R. Casas               $585 per hour
           Kelley White                  $525 per hour
           Neil Luria                    $435 per hour
           Matt Caine                    $365 per hour
           Jeff McCall                   $365 per hour
           Randolph Chalker              $235 per hour
           Matthew Ryan                  $235 per hour

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


EL PASO CORP: Board Names Ronald L. Kuehn Jr. CEO and Chairman
--------------------------------------------------------------
El Paso Corporation's (NYSE: EP) Board of Directors has
appointed Ronald L. Kuehn, Jr. to serve as chief executive
officer and chairman of the board, replacing William A. Wise,
effective immediately.  While Mr. Wise had previously agreed to
step down by the end of the year and assist in a CEO transition
plan, the board has now accelerated the transition to provide
strong leadership and stability while in search of a permanent
CEO.  The board recognizes that the CEO search has been
complicated by the announced proxy contest and believes that the
pursuit of the company's business strategy will be better served
without leadership uncertainty.

Ronald L. Kuehn, Jr., El Paso's lead director, stated, "I am
honored to serve as chairman and CEO while a new CEO is
selected.  All of the building blocks are in place-El Paso is a
great company with world-class assets and the finest employees
in the business.  While our industry has recently faced
unprecedented challenges, I am confident that the board and
company will continue to take the necessary actions to preserve
and enhance the value of El Paso."

"The company is making steady progress on executing our business
plan.  We have signed agreements for or closed approximately 45
percent, or $1.5 billion, of the $3.4 billion of asset sales the
company expects in 2003.  This includes the anticipated closing
this week of the agreement with Chesapeake Energy Corporation
for the sale of our Mid-Continent natural gas and oil reserves
for $500 million.  We are also continuing to work towards
resolution of the company's outstanding legal and regulatory
issues."

"Under Bill's direction, El Paso assembled North America's
leading natural gas franchise and the largest natural gas
pipeline network in the United States.  He was instrumental in
the creation and implementation to date of our 2003 business
plan," concluded Mr. Kuehn.

The company disclosed that Mr. Wise will receive severance
benefits provided under his pre-existing employment agreement,
principally his salary, half of his annual bonus, and pension
benefits, for the remaining three-year term of the agreement.
Mr. Wise's outstanding loan obligations will remain payable to
the company.  Under the agreement, Mr. Wise will no longer be
eligible to receive change in control benefits.

                          *     *     *

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its long-term corporate
credit rating on energy company El Paso Corp., and its
subsidiaries to 'B+' from 'BB'.

Standard & Poor's also lowered its senior unsecured debt rating
at the pipeline operating companies to 'B+' from 'BB' and the
senior unsecured rating on El Paso to 'B' from 'BB-', reflecting
structural subordination relative to the operating companies.
All ratings on El Paso and its subsidiaries were removed from
CreditWatch, where they were placed Sept. 23, 2002. The outlook
is negative.

El Paso Corporation's 7.000% bonds due 2011 are currently
trading at about 72 cents-on-the-dollar.


ELDERTRUST: Extends Loan & Sells Salisbury Property for $1 Mill.
----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, has extended
one loan and completed the sale of one medical office building.

In Wednesday's announcement the Company stated that one loan
secured by the Wayne property has been extended to December 1,
2004. Concurrent with the extension the Company made a $1.1
million payment and reduced the balance outstanding from $4.6
million to $3.5 million.

The Company also announced the sale of the Salisbury Medical
Office Building property. The property was sold for
approximately $1 million, the proceeds of which were used to pay
off $1 million in debt secured by the property. This property
contributed virtually no FFO during the quarter ended
December 31, 2002.

Finally, the Company noted that negotiations were ongoing with
respect to one loan totaling approximately $14.9 million, which
is secured by the Harston and Pennsburg properties. This loan
has been extended to April 10, 2003. The Company noted that the
Harston and Pennsburg properties contributed approximately $0.3
million in FFO for the quarter ended December 31, 2002 or
approximately $0.037 per fully diluted share. This represents
$0.5 million in rental income less $0.2 million of interest
expense on $14.9 million of related debt.

ElderTrust, whose December 31, 2002 balance sheet shows a
working capital deficit of about $14 million, is a real estate
investment trust that invests in real estate properties used in
the healthcare services industry, principally along the East
Coast of the United States. Since commencing operations in
January 1998, the Company has acquired direct and indirect
interests in 31 buildings.


ENCOMPASS SERVICES: Court Fixes April 15, 2003 Claims Bar Date
--------------------------------------------------------------
At the Encompass Services Debtors' request, the Court
established April 15, 2003, as the last day for creditors to
file their proofs of claim.  The Court also set May 19, 2003 as
the bar date for governmental entities to file their proofs of
claims.

Each person or entity that asserts a "claim" against any of the
Debtors that arose before the Petition Date, must file an
original, written proof of the claim, substantially conforming
to Official Form No. 10, and that form must be RECEIVED on or
before the Bar Date.

Original proofs of claim delivered by mail should be addressed
to:

                  Encompass Service Corporation, et. al.
                  Claims Processing
                  P.O. Box 5106 FDR Station
                  New York, New York 10150-5106

Proofs of Claim sent via hand delivery by courier service should
be delivered to:

                  Encompass Service Corporation, et. al.
                  Claims Processing
                  c/o Bankruptcy Services LLC
                  70 East 55th Street, 6th Floor
                  New York, New York 10022

Each Proof of Claim must be written in English and denominated
in the lawful U.S. currency as of the Petition Date.  The Proofs
of Claim will be deemed timely filed only when actually received
by Bankruptcy Services, the Debtors' claims agent, on or before
the Bar Date.

Additionally, the Debtors obtained the Court's permission to
send notices of the Bar Date by first-class mail to:

     -- all parties-in-interest listed on the Debtors' Master
        Service List;

     -- all creditors listed on the Schedules; and

     -- any other party-in-interest who the Debtors may
        subsequently identify as having a claim or potential
        claim against the estates or an interest in the Chapter
        11 cases.

The Debtors will publish the Bar Date Notice in The Wall Street
Journal (National Edition) and the Houston Chronicle by
March 11, 2003.

Since the Debtors have already filed a Joint Reorganization
Plan, Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, relates that the fixing of the Bar Date will
enable the Debtors to receive, process and begin their initial
analysis of the creditors' claims before the Confirmation
Hearing.  The Bar Date will also give the creditors ample
opportunity to prepare and file proofs of claim.

According to Mr. Perez, these entities are no longer required to
file a Proof of Claim on or before the Bar Date:

   (a) any person or entity that has already properly filed, with
       the Clerk of the Bankruptcy Court, a Proof of Claim
       against the Debtors utilizing a claim form which
       substantially conforms to the Official Form No. 10;

   (b) any person or entity:

         (i) whose claim is listed in the Debtors' Schedules of
             Assets and Liabilities;

        (ii) whose claim is not described in the Debtors'
             Schedules as "disputed," "contingent" or
             "unliquidated"; and

       (iii) who does not dispute the amount or nature of their
             claim as indicated in the Debtors' Schedules;

   (c) any person having an administrative expense claim against
       the Debtors' Chapter 11 cases -- that person being
       required to file a request for payment pursuant to Section
       503(a) of the Bankruptcy Code;

   (d) any person or entity that holds a claim that has been
       allowed by a Court order entered on or before the Bar
       Date; and

   (e) any person unimpaired under the Plan.

Moreover, any person or entity that holds a claim that arises
from the rejection of an executory contract or unexpired lease
-- where the order authorizing the rejection is entered in
conjunction with confirmation of the Plan -- is required to file
a Proof of Claim within 60 days after the Rejection Order is
entered.  However, any holder of rejection damages claims where
the Rejection Order is entered before the Plan confirmation is
required to file a Proof of Claim by the deadline indicated in
the Rejection Order.  If no deadline is specified, the claim
holder must file the proof of claim within 60 days after an
order is entered confirming the Plan.

Mr. Perez advises that any entity that fails to timely file a
Proof of Claim will not be treated as a creditor for any
purposes, including with respect to the voting to accept or
reject any reorganization plan or receiving or being entitled to
receive any distribution of property on account of the claim.
That entity will be forever barred from asserting the claim
against the Debtors. (Encompass Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: ENA Earns Court Approval of AIG Settlement Agreement
----------------------------------------------------------------
Evan R. Fleck, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that Enron North America Corp., and AIG
International, Inc. are parties to a multi-year weather
derivative option contract, identified as the heating degree day
floor option under the Confirmation dated October 5, 1999, as
superceded by the amended and restated Confirmation dated
November 22, 1999, which confirms the transaction entered into
by the parties on January 22, 1999 and incorporates by reference
the 1992 ISDA Master Agreement and the definitions and
provisions of the 1991 ISDA Definitions -- the Weather
Agreement.

The Weather Agreement represents five floor options struck on
HDDs at the William F. Hobby Airport in Houston, Texas, which
ENA purchased from AIG in January 1999.  The five risk periods
of the Weather Agreements are January 1 through March 31 of the
years 2000 through 2004.  The Weather Agreement provides for ENA
to receive a payment at the conclusion of each risk period based
on the accumulation of HDDs over that period.

Mr. Fleck reports that ENA has received the payments to which it
was entitled for the first risk period and no amounts were due
for the two subsequent risk periods.  Two risk periods remain
unexpired under the Weather Agreement:

     -- January 1, 2003 through March 31, 2003; and
     -- January 1, 2004 through March 31, 2004.

Moreover, the Weather Agreement is supported by:

     (a) a Guaranty Agreement dated as of January 22, 1999 Enron
         Corp. issued in AIG's favor; and

     (b) a Guaranty Agreement dated as of November 16, 1999 AIG
         issued in ENA's favor.

Consequently, the Parties decided to negotiate for the
termination of the Agreements.  The Parties agree to the terms
of a Settlement Agreement, which provides that:

     (a) AIG will pay $1,500,000 to ENA;

     (b) ENA and AIG will exchange a mutual release of claims
         related to the AIG Agreements; and

     (c) ENA and AIG will consent to the termination of the AIG
         Agreements.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, ENA asks the Court to approve the Settlement
Agreement it entered into with AIG.

According to Mr. Fleck, the Settlement Agreement is in ENA's
best interest because:

     (a) the $1,500,000 payment of AIG is an adequate
         compensation to the estate for the value of the Weather
         Agreement;

     (b) it will avoid future disputes and litigation concerning
         the AIG Agreements since the parties have agreed to
         release one another from claims relating to the
         Agreements; and

     (c) ENA has aggressively marketed the Weather Agreement to
         participants in the weather derivatives market and
         believes the terms of the Settlement Agreement with AIG
         are preferable to any alternative available to the
         Debtors.

                         *     *     *

Accordingly, Judge Gonzalez finds that the Settlement Agreement
is fair and reasonable.  Thus, the Court approves the Settlement
Agreement between ENA and AIG. (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.


EROOMSYSTEM TECH.: Fails to Pay Annual Nasdaq SmallCap Fees
-----------------------------------------------------------
eRoomSystem Technologies Inc., (NASDAQ: ERMS) has not yet paid
its annual listing fees for inclusion on the Nasdaq SmallCap
market. The company currently owes $8,000, with an additional
$8,000 due and payable on or before April 1, 2003. This press
release is being made in accordance with Nasdaq Marketplace
Rules.

eRoomSystem Technologies is a full-service in-room provider for
the lodging and travel industries. Its intelligent in-room
computer platform and communications network supports
eRoomSystem's line of fully automated and interactive
refreshment centers (minibars), room safes, ambient trays and
other proposed in-room applications. eRoomSystem's products are
installed in major hotel chains both domestically and
internationally.

                          *    *    *

                   Going Concern Uncertainty

In its SEC Form 10-QSB filed on November 14, 2002, the Company
reported:

Since inception, the Company has suffered recurring losses.
During the year ended December 31, 2001 and the nine months
ended September 30, 2002, the Company had losses of $2,444,411
and $1,942,775, respectively. During the year ended December 31,
2001 and the nine months ended September 30, 2002, the Company's
operations used $1,725,729 and $1,625,275 of cash, respectively.
These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management is attempting
to obtain debt and equity financing for use in its operations.
Management's plans include modifying the costs of the Company's
products by using an outside manufacturer, reducing the sales
price of products to increase sales volume and completing a
private placement offering of up to $2,500,000 from the issuance
of a convertible promissory note and shares of Series D
Preferred Stock. Realization of profitable operations or
proceeds from the financing is not assured. The accompanying
financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might
result should the Company be unable to continue as a going
concern.


EXIDE TECH.: Pushing for McKinsey Settlement Agreement Approval
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates seek the Court's
authority to execute and consummate the Settlement Agreement
between Exide Holdings urope, S.A., Compagnie Europeenne
D'Accumulateurs, S.A., Euro Exide Corporation Ltd., Exide Italia
S.R.L., Deutsche Exide GmbH, Exide Transportation Holding
Europe, S.L., and Exide Technologies, Inc., on one hand, and
McKinsey & Company United States, Inc. on the other.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, informs the Court
that McKinsey filed a Petition to Compel Arbitration against
Exide Holdings Europe, S.A., Compagnie Europeenne
D'Accumulateurs, S.A., Euro Exide Corporation Ltd., Exide Italia
S.R.L., Deutsche Exide GmbH, Exide Transportation Holding
Europe, S.L., -- the Respondents -- in the Southern District of
New York and a Request for Arbitration before the American
Arbitration Association. Neither Exide, nor any of the other
Debtors in these Chapter 11 cases, were named as respondents in
the arbitration.  McKinsey, however, believes that Exide and the
Respondents are jointly and severally liable on the underlying
claim, it proceeded only against the Respondents because of the
applicability of the automatic stay under Section 362 of the
Bankruptcy Code to actions against Exide.

In the arbitration, Ms. Jones relates that McKinsey sought to
recover $4,656,637 from the Respondents pursuant to a contract
between McKinsey and Exide and its affiliates.  McKinsey
asserted that language in the contract bound Exide's non-debtor
subsidiaries and that it could thus bring its action for damages
pursuant to the Contract against the Respondents.

In addition, McKinsey sought money damages for an alleged breach
of contract by the Respondents in connection with consulting
services rendered by McKinsey.  The alleged rights to fees were
generated in connection with three projects:

     A. the Strategic Sourcing Initiative;

     B. Project Tiger; and

     C. work done to prepare for a board meeting.

The vast majority was for work done for the Strategic Sourcing
Initiative.  The Respondents denied that they breached any type
of contract with McKinsey or committed any other wrongful or
improper conduct.

According to Ms. Jones, McKinsey's petition to compel
arbitration remains pending in the United States District Court
for the Southern District of New York.  The District Court has
not set a date for ruling on that petition.  In the meantime, on
October 25, 2002, the arbitrator rejected Exide's European
affiliates' argument that they are not bound by the arbitration
clause.  Based on language in the agreement and on principles of
estoppel, the arbitrator concluded that the European affiliates
were bound to arbitrate.

Ms. Jones explains that in recognition of the potential joint
and several liability of Exide and the Respondents and in order
to avoid the cost of further arbitration and litigation and
eliminate additional costs, inconvenience and the risks
associated with arbitration and litigation, the Parties have
determined to resolve the dispute between them upon the terms,
conditions and provisions of the Settlement Agreement.  If the
Court approves the Settlement Agreement, the Parties agree that,
subject to the conditions contained in the Settlement Agreement,
the Respondents will pay $2,900,000 to McKinsey by method to be
designated by McKinsey.  The Parties also agreed that Exide will
consent to the allowance of an unsecured, non-priority,
prepetition claim in McKinsey's favor in these Chapter 11 Cases
amounting to $4,656,637, provided however that in no event will
the total payment received by McKinsey from the Respondents and
from Exide, including the Settlement Payment, exceed $4,656,637
in the aggregate.

In return, the Parties agreed that after McKinsey's receipt of
the Settlement Payment, McKinsey will dismiss its Petition to
Compel Arbitration in the District Court for the Southern
District of New York and all of its pending claims in the
Arbitration against the Respondents with prejudice and without
costs.  Also pursuant to the Settlement Agreement, after receipt
of the Settlement Payment, McKinsey will unconditionally release
from and covenant not to sue Exide or the Respondents, including
those entities' present and former officers, directors,
employees, principals, agents, attorneys, predecessors, parents,
successors, affiliates, subsidiaries, divisions, partners,
limited partners, unincorporated associations, and any other
entity in which they will have a direct or indirect ownership
interest or for which the particular entity has any
responsibility for any claims, demand, judgment, causes of
action, damage, expense or liability which McKinsey may have
against the Released Parties in connection with services
rendered by McKinsey in support of the Strategic Sourcing
Initiative, Project Tiger, preparation for meetings of the Board
of Directors of Exide, or any other projects performed for Exide
or the Respondents.  Exide and Respondents also agreed to
provide a similar release to McKinsey.

Rule 9019 of the Federal Rules of Bankruptcy Procedures
authorizes the Court to approve a compromise settlement entered
into by a debtor.  The decision whether to accept or reject a
compromise lies within the sound discretion of the Bankruptcy
Court.

The Debtors have determined that litigating or arbitrating their
dispute with McKinsey would be time-consuming and costly and
that the outcome is uncertain.  Therefore, the Debtors have
determined that entering into the Stipulation is in the best
interests of their estates and creditors.  Ms. Jones insists
that the settlement benefits the estate because it will reduce
the amount of McKinsey's asserted claim both as it applies to
the Debtors and its non-debtor subsidiaries, and resolve this
now pending litigation.  Although the arbitration was pursued
against Exide's non-debtor affiliates, and not the Debtors, the
Debtors would likely be jointly and severally liable on a
judgment against the Respondents.  Moreover, substantial
reductions in funds available to the Respondents, the possible
result of continuing this arbitration, would have a deleterious
effect on the Debtors' access to funds it needs to reorganize.

Ms. Jones points out that the Settlement Agreement resolves all
of McKinsey's claims both against the Debtors and against the
Respondents.  Absent this settlement, the Debtors would be
compelled to expend limited estate resources contesting
McKinsey's claims.  The interests of the creditors would be best
served by an efficient and economical resolution to this
dispute. (Exide Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FC CBO LTD: S&P Further Junks 2nd Priority Sr. Class Note Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
senior and second priority senior notes issued by FC CBO Ltd./FC
CBO Corp., an arbitrage CBO transaction, and removed them from
CreditWatch with negative implications, where they were placed
January 30, 2003. The rating on the senior notes was previously
lowered Aug. 1, 2002, and the rating on the second priority
senior notes was previously lowered April 3, 2002 and
Aug. 1, 2002.

The current rating actions reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the rating action in August 2002. These factors
include par erosion of the collateral pool securing the rated
notes and deterioration in the credit quality of the performing
assets in the pool.

Standard & Poor's noted that as of the most recent monthly
trustee report (February 10, 2003), the senior par value ratio
was at 104.2%, versus the minimum required ratio of 120.0%, and
compared to a ratio of 105.8% at the time of the August 2002
rating action. The second priority senior par value ratio was
88.62%, versus its minimum required ratio of 109.5%, and
compared to a ratio of 92.6% at the time of the August 2002
rating action. Currently, 18.53% of the assets in the collateral
pool come from obligors rated 'D', 'SD' or 'CC' by Standard &
Poor's. For purposes of calculating its par value ratios, FC CBO
Ltd./FC CBO Corp. carries defaulted assets at zero value. If
defaulted assets were carried at market value instead of
zero value, the senior and second priority senior par value
ratios would be slightly higher.

The credit quality of the collateral pool has also deteriorated
since the August 2002 rating action. Currently, $58.3 million
(or approximately 9.83%) of the performing assets in the
collateral pool come from obligors with ratings in the 'CCC'
range, and $65.6 million (or approximately 11.06%) of the
performing assets come from obligors with ratings on CreditWatch
negative.

As part of its analysis, Standard & Poor's reviewed the results
of recent cash flow runs generated for FC CBO Ltd./FC CBO Corp.
to determine the level of future defaults the rated tranches can
withstand under various stressed default timing and LIBOR
scenarios, while still paying all of the rated interest and
principal due on the notes. When the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings assigned to the notes were no longer consistent with
the credit enhancement available. Standard & Poor's will remain
in contact with the collateral manager for the transaction, the
Bank of Montreal.

     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                    FC CBO Ltd./FC CBO Corp.

                            Rating
      Class                To     From           Balance ($ mil.)
      Senior               BBB    A/Watch Neg            596.756
      2nd Priority Senior  CC     CCC-/Watch Neg         104.696


FEDERAL-MOGUL: Inks Asset Purchase Agreement with Decoma Int'l
--------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) and Decoma
International Inc., (Nasdaq: DECA; TSE: DEC.A) have signed an
agreement under which Federal-Mogul would sell its original
equipment molded lighting assembly operations to Decoma
International, based in Concord, Ontario, Canada. The agreement
is subject to approval by the U.S. Bankruptcy Court in
Wilmington, Delaware, and other conditions.

Federal-Mogul in August 2002 announced plans to explore the sale
of certain OE lighting operations to Decoma International.

Under the sale agreement, Decoma International would acquire
Federal-Mogul's OE lighting manufacturing facility in Matamoros,
Mexico; a distribution center in Brownsville, Texas; and an
assembly operation in Toledo, Ohio. Decoma International would
also acquire the customer contracts and supporting manufacturing
equipment at Federal-Mogul's lighting facility in Hampton,
Virginia.

The OE lighting plants to be acquired from Federal-Mogul by
Decoma International have more than 400 employees and produce
primarily forward lighting modules for cars and trucks.

Federal-Mogul will continue to maintain its lighting
manufacturing operations in Boyertown, Pennsylvania, and Sparta,
Tennessee, which produce bulbs, sealed beam and light source
products to Tier 1 suppliers who in turn sell them to vehicle
manufacturers. Federal-Mogul also will maintain its Wagnerr
Lighting products manufactured in Boyertown and Sparta, and its
Zanxxr lamp socket business in Avilla, Indiana.

Federal-Mogul is a global supplier of automotive components and
sub- systems serving the world's original equipment
manufacturers and the aftermarket. The company utilizes its
engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing
power to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

Federal-Mogul Corp.'s 8.800% bonds due 2007 (FDML07USR1) are
trading at about 14 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FDML07USR1
for real-time bond pricing.


FEDERAL-MOGUL: Wants to Expand Ernst & Young Engagement Scope
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the
Court to modify the scope of Ernst & Young's continued
employment to include these additional services:

     (a) arm's-length transfer pricing for the Debtors'
         intangible intercompany transactions with its
         subsidiaries worldwide. The services are a modest
         extension of the services already provided by Ernst &
         Young to the Debtors with respect to the arm's-length
         transfer pricing for the Debtors' tangible company
         transactions worldwide.  Fees for these services are
         expected to approximate $150,000 in the aggregate;

     (b) expatriate tax, advisory and compliance services
         relating to participants in the Debtors' International
         Assignment Program.  Two of the three assignments
         covered will be billed on an hourly basis, while the
         third will be billed on a flat-fee basis per services
         provided;

     (c) reporting and auditing services concerning the
         consolidated financial statements of four of the
         Debtors' principal U.S. operating entities -- Federal-
         Mogul Products Inc., Federal-Mogul Ignition Company,
         Federal-Mogul Powertrain Inc. and Federal-Mogul Piston
         Rings Inc. -- for the year ending December 31, 2002.
         These services are needed since the entities are
         required by the Securities and Exchange Commission to
         file audited financial statements as part of Federal-
         Mogul Corporation's 10-K.  Ernst & Young performed
         similar services for these subsidiaries for the period
         ending December 31, 2001.  Therefore, these services are
         strictly a continuation of prior services.  The
         reporting and auditing services will be on a flat-fee
         basis;

     (d) individual income tax return preparation and related
         income tax projection services to the Debtors'
         executives. Ernst & Young's income tax services will be
         extended to the Debtors' executives for a $58,000 fee
         and for the period from October 2002 through May 2003.
         The scope of these services is substantially similar to
         those authorized in the original order approving Ernst &
         Young's employment.  The number of persons to receive
         the services will be 17 in 2003, a reduction from 19 in
         2002; and

     (e) services on certain confidential matters.

With the exception of the confidential services, the Debtors
inform the Court that the additional services are merely
continuations or, at most, modest expansions of the services
Ernst & Young already performs for them pursuant to the
Retention Order.  Based on its prior work for the Debtors and
its familiarity with the Debtors and their business, the Debtors
assert that Ernst & Young is well qualified and able to provide
the additional services in a cost-effective, efficient and
timely manner. (Federal-Mogul Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FMC: Initiates Energy & Fuel Surcharges for Industrial Chemicals
----------------------------------------------------------------
FMC Corporation (NYSE: FMC) is instituting an energy surcharge
to recover a portion of the cost increases associated with the
sharp increase in natural gas prices.  The energy surcharge will
be effective April 1, 2003 and applies to most of FMC's
industrial chemical product lines including soda ash, hydrogen
peroxide and persulfates.  In all cases the energy surcharges
will be based on the three-month forward average of natural gas
futures as reported in the New York Mercantile Exchange (NYMEX).
The amount of the energy surcharges will vary with the NYMEX
price and will be adjusted each calendar quarter.  The energy
surcharges will be removed when NYMEX natural gas futures return
below the level of $5.00 per MMBTU.

The company is also instituting transportation fuel surcharges
on all industrial chemical products effective April 1, 2003.
These transportation fuel surcharges are targeted to offset the
impact of rail and truck fuel surcharges being charged by the
companies that transport FMC's products and will be adjusted on
a monthly basis.  The rail transportation fuel surcharges
will vary based on the price of West Texas Intermediate crude
oil.  The truck transportation fuel surcharges will vary based
on the price of diesel fuel as reported by the Department of
Energy's Energy Information Administration.

The amount of energy and transportation fuel surcharges vary by
product line with the specifics for each product being detailed
to customers in letters and posted on FMC's Web site at
http://www.fmcchemicals.com

While FMC has absorbed natural gas and fuel cost increases to
date, the magnitude of these cost increases has reached the
point where we must take action to offset a portion of the
impact.

FMC Corporation is a global, diversified chemical company
serving agricultural, industrial and specialty markets for more
than a century with innovative solutions, applications and
products.  The company employs approximately 5,700 people
throughout the world.  FMC Corporation divides its businesses
into three segments: Agricultural Products, Specialty Chemicals
and Industrial Chemicals.

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its triple-'B'-minus rating to FMC Corp.'s
proposed $550 million senior secured credit facilities and
affirmed its triple-'B'-minus corporate credit rating on the
diversified chemical company. The outlook is revised to negative
from stable. At the same time, Standard & Poor's assigned its
double-'B'-plus rating to FMC's proposed $300 million senior
secured notes due 2009 and lowered the ratings on its existing
senior unsecured notes from triple-'B'-minus to double-'B'-plus.

The downgrade reflected the noteholders' diminished recovery
prospects in a default and liquidation scenario, pro forma for
completion of the refinancing plan that will provide the holders
of bank obligations with a first-priority claim on assets.
Proceeds of the notes, which will be secured on a second-
priority basis, will be used primarily to repay existing debt
and to establish a debt reserve account to meet near-term debt
maturities. Pro forma for the refinancing, Philadelphia, Pa.-
based FMC has nearly $1.4 billion of debt outstanding.


GEMSTAR-TV: SEC to Begin Probe Involving Former CEO and CFO
-----------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) issued the
following statement in response to the SEC's announcement of a
subpoena enforcement action involving Henry Yuen and Elsie
Leung, the Company's former CEO and CFO, respectively.

The Company has, and continues to cooperate fully with the SEC's
investigation and has directed its employees to do the same. Dr.
Yuen and Ms. Leung remain employees of the Company. Prior to the
SEC's subpoena enforcement action, the Company sent a letter to
Dr. Yuen and Ms. Leung's counsel expressing the Company's
expectation of cooperation. The Company is disappointed by the
necessity of a subpoena enforcement action and the Company hopes
and expects Dr. Yuen and Ms. Leung will fully cooperate with the
SEC's investigation.

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

                            *    *    *

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

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


GENUITY INC: Lease Decision Period Further Extended to August 3
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained a
Court order, pursuant to Section 365(d)(4) of the Bankruptcy
Code, extending the period within which they may assume or
reject Unexpired Leases for an additional 90 days, through and
including August 3, 2003.

Erin T. Fontana, Esq., at Ropes & Gray, in Boston,
Massachusetts, reminds the Court that pursuant to the previous
extension order, the Debtors were required to assume or reject
their Unexpired Leases of non-residential real property on or
before May 5, 2003.

Under the terms of the Level 3 APA, Ms. Fontana notes that Level
3 has until May 5, 2003 to instruct the Debtors to assume and
assign one or more of the Unexpired Leases, or not to reject one
or more of the Unexpired Leases until a date no later than
August 3, 2003.  Accordingly, the Debtors want to extend their
lease decision period to August 3, 2003 so that they would have
a sufficient amount of time to reject any Unexpired Leases,
which Level 3 instructs the Debtors not to reject until this
date.  If, prior to this date, the Debtors are compelled to
reject an Unexpired Lease that Level 3 has instructed the
Debtors not to reject until August 3, 2003, or the Unexpired
Lease is deemed rejected by operation of law as a result of the
expiration of the Section 365(d)(4) deadline, the Debtors may be
unable to satisfy their obligations under the Level 3 APA which
could result in a significant claim against the Debtors' estates
being asserted by Level 3.

Ms. Fontana assures the Court that the Debtors intend to
continue to pay all amounts due under the Unexpired Leases in
the ordinary course of business until this time.  Therefore, the
extension will not result in any harm or prejudice to the other
parties to the Unexpired Leases. (Genuity Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF HOST: Pursuing Settlement Negotiation with Golf Trust
----------------------------------------------------------
During the first quarter of 2002, the business results of Golf
Host Resorts Inc. reflect its customers' increased caution and
concerns about travel subsequent to the 9/11 tragedy. Total room
nights at the Innisbrook property were down 9,055, or 23.7%, as
a result of the Company's contingency of business segment having
postponed or reduced their travel budget and plans. This
decrease was primarily driven by the Company's group business
sector as the actual group room nights were down 8,834, or
29.5%. Group meeting planners are scheduling meetings for
shorter durations and the booking window has been reduced from
12 to 18 months to 6 to 12 months. It is also more difficult to
get these customers to commit to booking time at the resort due
to their perception of the uncertain U.S. economy. Coupled with
the reduction in room nights, average guest spending dropped
from $544.87 to $496.15 per room night for the comparative
periods. The combination of reduced room nights and spending per
room night produced gross revenue reductions of $6,355,000, or
30.5%. In an effort to respond to these unsatisfactory changes,
the Company aggressively reduced operating expenses, in the
aggregate of $3,682,000, or 23.7%, in order to manage
performance for the first quarter of 2002. The reduction in
revenue and the Company's inability to offset its fixed costs of
operating the Innisbrook property resulted in a net reduction of
operating income before income (loss) leased assets of
$2,638,000.

The Company's working capital position inclusive of loans in
default in the amount of $78,975,000, had decreased to
approximately $89,157,000 as of March 31, 2002. An $865,000
improvement in working capital from the December 31, 2001
deficit of $90,022,000 is primarily the result of net income
after interest of $203,000.

Golf Host Resorts experiences seasonal fluctuations in
operations, which impact its net working capital position.
Fluctuations in working capital have been managed in the past
through the utilization of a $3,000,000 accounts receivable
revolving credit line. The company has defaulted on its mortgage
obligation to Golf Trust of America. As a result of that
default, Wells Fargo Business Credit, Inc. elected to terminate
their credit line with Golf Host Resorts effective May 23, 2002.
While the company has utilized this credit line to facilitate
short-term cash needs in past years, its utilization during 2002
has been limited. The Resort will attempt to develop a
replacement facility upon completion of the loan settlement
agreement.  Management believes that the Company will have to
restructure the GTA loan for the economic viability of the
Resort.

In order to preserve its legal position, GTA has asserted its
right to accelerate payments of the total outstanding principal
and interest amounts and continues to negotiate a settlement. As
of January, 2003. The Company is seeking to negotiate a
Settlement Agreement with GTA. In connection with the proposed
Settlement Agreement, the Company would transfer to GTA the
resort property, three condominium properties located at the
Innisbrook Resort, the Company's GTA stock interests, and all
rights, title and interests of the Company under existing
contracts and agreements. In addition, the Company would provide
a limited indemnity to defend and hold harmless GTA (and its
affiliates) from and against any and all costs, liabilities,
claims, losses, judgments or damages arising out of, or in
connection with, the Class Action Lawsuit, as well as
liabilities accruing on or before the closing date related to
employee benefits and liabilities for contracts or agreements
not disclosed by the Company to GTA. In return, it is
anticipated the GTA would deliver to the Company a duly executed
release. No Settlement Agreement has yet been signed and no
terms are definite. Neither GTA nor any of its affiliates is
under any obligation to continue negotiating with the Company or
to execute the Settlement Agreement and could initiate
foreclosure proceedings and pursue its other remedies at any
time.


HA-LO INDUSTRIES: Court OKs Purchase Pact with Lee Wayne et. al.
----------------------------------------------------------------
On February 28, 2003, the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, issued an order
that (i) authorized the Purchase Agreement, dated February 21,
2003, between HA-LO Industries Inc., Lee Wayne Corporation, HA-
LO Promotions Acquisition Corp. and HA-LO Holdings BV, (ii)
established notice, bidding and sale procedures, and (iii) set a
sale hearing date for April 3, 2003.

HA-LO Industries, Inc. and subsidiaries Lee Wayne Corporation
and Starbelly.com, Inc., provide full service, innovative brand
marketing in the custom and promotional products industry.  HA-
LO Industries, Inc. (NYSE: HMK) is the world's largest
distributor of promotional products.

The Company filed for Chapter 11 protection under the federal
bankruptcy laws on July 30, 2001 (Bankr. N.D. Ill. Case No.
01-10000). Neal L. Wolf, Esq., Todd L. Padaog, Esq., Elizabeth
M. Khachigian, Esq., at Orrick Herington & Sutcliffe represent
the Debtor in this proceeding.


I2 TECHNOLOGIES: Launches Supply Chain Operating Services
---------------------------------------------------------
i2 Technologies, Inc. (Nasdaq:ITWO), the leading provider of
end-to-end supply chain management solutions, introduces its
Supply Chain Operating Services. This common infrastructure,
built on Web Services standards, unifies multiple disparate
systems across businesses and spans both Integration Services
with real time EAI and bulk data management and distributed
execution.

Developed to simplify solution implementation, use and
maintenance by offering out-of-the-box industry solution
templates, the SCOS is debuting in i2 Six, which is being
publicly launched by i2 in late March. The architecture is built
on industry-leading EAI and ETL technology with integration
components from partners IBM, Informatica and webMethods.
Customers using i2 Six can leverage the new architecture to
solve problems surrounding the integration of core business
processes with existing supply chain, ERP and legacy
applications for total supply chain optimization.

"i2's SCOS architecture and infrastructure represents a
compelling step forward in the SCM applications space," said
Bill Brandel, research director, Supply Chain Management with
the Aberdeen Group. "With Supply Chain Operating Services, i2
leverages Web Services standards to deliver modular application
functions that provide connectivity, visibility and ultimately
optimization to supply chains. By adhering to the Business
Process Network framework, i2 Six provides a differentiated and
sound platform for extended supply chain activities."

In order to meet the demands of today's global economy,
businesses are looking to operate more efficiently as an
independent organization as well as with suppliers,
distributors, retailers and other external parties. Most
enterprises operate on multiple heterogeneous systems that run
various aspects of their business and integrating these systems
is often challenging. However, using the open standards
architecture found within SCOS, enterprises could design and
integrate their business process workflows internal to the
organization as well as integrate with technology applications
external to the company. i2 solutions have always focused on
leveraging the customer's existing IT investments, and
additional systems within the customer's value chain -- the SCOS
is another step in delivering real-time supply chain
optimization.

"In a business environment that is constantly changing, open
standards architectures enable businesses to deploy best of
breed technologies without being locked into a single vendor.
This architecture enables the adoption of open standards and
compliance, and i2 is fanatically committed to embracing open
industry standards," said Pallab Chatterjee, president, i2
Solutions Operations.

        Overcoming the Barriers for Software Integration

Enterprise Application Integration has long been the default for
real-time software integration in the enterprise. SCOS adds
batch data processing to complement EAI by enabling bulk
transfer of data, operating on data aggregates and efficiently
transforming data such as a database join.

The distributed execution component of SCOS is web services-
enabled and designed to manage state and transaction integrity
across multiple transaction systems. It is also used to manage
workflows, orders, inventory, and alerts across multiple supply
chain partners. This capability is essential to close the
integration loop of supply chain planning and execution across
partners with heterogeneous or multi instance transaction
systems. All of these capabilities work from a common meta data
dictionary, set up to define once and use in any services EAI,
Extract Transform and Load, distributed execution, common
analytics services or role-based portals.

"A holistic approach combining the functionality of application
integration and data integration technologies with distributed
execution is essential for true business process management,"
continued Chatterjee. "In a real time situation it is often not
possible to move and transform data within the constraints of
the real time enterprise. This is where i2's batch, bulk data
transfer capability based on ETL technology can make a
difference. i2's dual approach of leveraging EAI technology for
real time and ETL technology for batch, bulk data coupled with
distributed execution forms the true operating infrastructure
backbone for the optimized business."

"IBM is enabling the integration of multiple applications as
flexible business processes to deliver the benefits of an on
demand e-business," said Sean Poulley, director of business
development for WebSphere Business Integration, IBM Corporation.
"With its proven, standards-based WebSphere Business Integration
technology IBM can support i2 customers as they deploy
sophisticated supply chain solutions, which integrate with
enterprise applications participating in end-to-end business
processes."

In i2 Six, all i2 applications ship out-of-the-box with native
connectivity to both EAI and ETL, and the ability to leverage
this two-bus approach. i2 applications are Web Services enabled
and interact with each other and the rest of the world by
providing services or consuming services. Most importantly,
application functionality is exposed as services at a level of
abstraction and functionality that business users can
understand.

"Informatica has forged a strong relationship with i2 over the
past two years to enable its unified, standards-based
integration architecture. This solution is highly complementary
to our companies' joint supply chain analytics offering, which
continues to add value to our mutual customer base," said Ron
Papas, vice president of business development, Informatica.
"With SCOS, i2 is providing an open, best-of-breed enterprise
integration solution that is manageable, extendable and easy to
implement. As many companies are demanding a robust platform to
solve total supply chain optimization, Informatica is very proud
to be a part of this solution."

"webMethods has been working with i2 for more than two years to
help enable their service oriented architecture," said Jim
Mackay, senior vice president, Global Alliances, webMethods,
Inc. "The world is moving towards a top-down integration through
business processes that leverage multiple underlying application
components. i2 is now able to leverage the experience of
thousands of supply chain implementations, and webMethods is
there to support their deployment in the most robust, open means
possible."

The i2 Six graphical workflow tools are designed to allow the
business analyst to create and implement workflows and business
processes spanning a variety of actors, both systems and humans.
Thus, when those processes change due to business events like a
merger or acquisition, or outsourcing a function, the business
analyst can update the workflows using the same tools and
underlying application services.

i2's SCOS is designed to integrate with the gamut of existing
systems through the use of packaged adapters and interfaces.
Through the i2 Software Development Kit, partners are provided
with a toolkit designed to build packaged adapters that can
enable them to smoothly integrate with i2 solutions. A number of
software vendors, including Ascential and TIBCO intend to use
these kits.

The leading provider of end-to-end supply chain management
solutions, i2 designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. More than 1,000 of the world's
leading companies, including seven of the Fortune global top 10,
have selected i2 to help solve their most critical supply chain
challenges. Founded in 1988 with a commitment to customer
success, i2 remains focused on delivering value by implementing
solutions designed to provide a rapid return on investment.
Learn more at http://www.i2.com

As reported in Troubled Company Reporter's January 30, 2003
edition, Standard & Poor's placed its 'B' corporate credit and
other ratings of i2 Technologies Inc., on CreditWatch with
negative implications, following the Dallas, Texas-based
company's decision to re-audit its financial statements for 2000
and 2001. The re-audit follows allegations about i2's revenue
recognition with respect to certain customer contracts.

i2 has notified the SEC of the allegations, and the SEC staff
has opened an informal inquiry into the matter. The CreditWatch
listing reflects uncertainties as to the size and nature of
possible adjustments and the potential for additional
disclosures following the audit.


INTEGRATED HEALTH: Continues Hiring of Ordinary Course Profs.
-------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained Court permission to continue to employ the Ordinary
Course Professionals to render services, similar to those
services rendered prior to the Petition Date.  These services
include:

     -- tax preparation and other tax advice;

     -- legal services with regard to routine litigation,
        collection matters, reimbursement and regulatory matters,
        government investigations, corporate matters, and real
        estate issues; and

     -- other matters requiring the expertise and assistance of
        professionals.

As provided in the Prior Order, the Debtors are permitted to pay
each Ordinary Course Professional, without a prior application
to the Court by the professional, 100% of the fees and
disbursements incurred, after the submission to, and approval
by, the Debtors of an appropriate invoice setting forth in
reasonable detail the nature of the services rendered and
disbursements actually incurred; provided, however, that if any
professional's fees and disbursements exceed $50,000 per month,
then the payments to the professional for the excess amounts
will be subject to the prior approval of the Court in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, and the Local Rules of the United
States Bankruptcy Court for the District of Delaware.

Moreover, the Debtors will also reserve the right to supplement
the list of the Ordinary Course Professionals from time to time
as necessary and in accordance with their previous practice.  In
this event, the Debtors will file a supplemental list with this
Court and to serve it on the Office of the United States
Trustee, counsel to the Creditors' Committee and the Bankruptcy
Rule 2002 service list.  If no objections are filed to a
supplemental list within ten days after service, the list would
be deemed approved by the Court without the necessity of a
hearing. (Integrated Health Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IRVINE SENSORS: Sending Prospectus for 3M Share Public Offering
---------------------------------------------------------------
Under date of March 10, 2003, Irvine Sensors Corporation is
sending a prospectus relating to the public offering, which is
not being underwritten, of a total of 3,306,143 shares of the
common stock of Irvine Sensors Corporation by selling
stockholders. The price at which the selling stockholders may
sell the shares will be determined by the prevailing market
price for the shares or in negotiated transactions. The Company
will not receive any of the proceeds from the sale of these
shares.

Irvine's common stock is quoted on the Nasdaq SmallCap Market
under the symbol "IRSN" and is traded on the Boston Stock
Exchange under the symbol "ISC". On March 6, 2003, the last
reported sale price for the common stock on the Nasdaq SmallCap
Market was $1.33 per share.

Irvine Sensors, whose September 29, 2002 balance sheet shows a
working capital deficit of about $1.4 million, makes minute
solid-state microcircuitry that is assembled in 3-D stacks
instead of flat layouts, creating lower weights and volumes and
boosting speeds. Its Novalog subsidiary (59% of sales) uses this
technology to make integrated circuits for wireless infrared
communications applications. Subsidiary MicroSensors makes
micromachined sensors and related electronics. Silicon Film
Technologies makes digital imaging equipment. Irvine Sensors
targets its small, lightweight components to applications in the
space and aircraft industries. The US government -- mainly the
US Army -- and its contractors account for 20% of sales.


KAISER ALUMINUM: IRS Wants More Time to File Proofs of Claim
------------------------------------------------------------
Acting United States Attorney, Richard G. Andrews, Esq., advise
the Court that the counsel for the Internal Revenue Service has
been in contact with Kaiser Aluminum Corporation and its debtor-
affiliates to discuss the treatment of the Debtors' request for
Competent Authority Ruling with respect to the 1996 and 1997 tax
years.  The parties are hopeful that the bar date issues related
to the Competent Authority Ruling taxes will be resolved by
stipulation by the end of the week.

Accordingly, the U.S. Government asks the Court to extend the
bar date for the IRS to file proofs of claim against the Debtors
to March 7, 2003.

Early last month, the U.S. Government has asked the Court to
extend the Debtors' Claims Bar Date until February 14, 2003
because the issues related to the Competent Authority Ruling has
not been resolved.  The Court has yet to rule on the request.
(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.


KLAMATH COGENERATION: Fitch Expects to Rate Project at BB+
----------------------------------------------------------
Fitch Ratings assigned a preliminary rating of 'BB+' to the City
of Klamath Falls, Oregon (the City) senior secured revenue bonds
due 2025. The bonds are separately secured by the revenues of
the 484 MW natural gas fired Klamath Cogeneration Project. The
rating applies to bonds issued in 1999 to finance the
construction of the project and the expected issuance of $25
million senior secured bonds in 2003. The proceeds of the
expected issuance will be used primarily to provide additional
funding for KCP's major maintenance reserve account. The
preliminary rating is contingent upon receipt of final documents
conforming to information already received.

The City has four primary offtakers, representing a weighted
average counterparty rating in the 'A' category. The City has
executed a 30-year power purchase agreement under which PPM
Energy, Inc. purchases 227 MW of KCP's baseload capacity. The
City has also entered into three PPAs with municipal offtakers
for a combined 200 MW through 2006 and 50 MW through 2011. The
PPM PPA is structured to reimburse a proportionate share of
KCP's actual costs, including fuel and debt service. The
municipal PPAs are effectively tolling agreements with limited
dispatch rights. The City's strategy is to enter into multi-year
PPAs in order to minimize the uncommitted capacity exposed to
volatile prices in the short term and spot markets. In order to
protect the tax-exempt status of the bonds, additional PPAs with
non-public/municipal entities may be no longer than 36 months.

The City has no employees involved in the operations of KCP.
Under several agreements with the City, PPM acts as power
broker, fuel supplier and project manager. Pacific Klamath
Energy performs the operations and maintenance services. PPM and
PKE are wholly owned subsidiaries of PacifiCorp Holdings, Inc.,
which in turn is a wholly owned subsidiary of Scottish Power Plc
(Long-Term Rating of 'A-')

Rating Rationale:

The bonds are not a general obligation of the City, but are
separately secured and payable by the cash flow of KCP.
Accordingly, Fitch rates the bonds equivalent to a senior
secured obligation of KCP.

Fitch's rating is based on the projected financial performance
of KCP under base case and sensitivity scenarios, the strength
of the collateral package, and the protections afforded by the
credit-agreement terms. The rating reflects the benefits of
prior and assumed future PPM support and the amount of
restricted cash reserves held in various project accounts.
Compared to other power project financing transactions, these
benefits provide additional assurance that a potential shortfall
in annual cash flow will not jeopardize timely payment of debt
service. Accordingly, these benefits allow lower base case debt
service coverage than typical for the assigned rating.

Fitch's rating of the bonds is not directly linked to the credit
rating of any other party. However, the future rating may be
constrained by the counterparty credit rating of PHI. PPM
provides a significant portion of the project's revenues and
performs a significant role in the daily management activities
of KCP. PHI has guaranteed the performance obligations of PPM
and PKE. Fitch views PHI's counterparty rating as consistent
with the low 'A' category.

Primary Credit Strengths:

-- Location near major energy trading hubs provides KCP a
    competitive advantage relative to other plants in its peer
    group.

-- The facility uses modern technology, resulting in competitive
    heat rates.

-- Almost 90% of the project's output is under contract with
    investment grade counterparties through July 2006, and almost
    59% through July 2011.

-- PPM has provided and may continue to provide support in the
    event of short term cash flow deficiencies.

Primary Credit Concerns:

-- Cyclic major maintenance costs are substantial, requiring
    annual contribution to build up necessary reserves.

-- Short term and spot power prices at COB are heavily
    influenced by the output of low-cost, regional hydroelectric
    generators.

-- Subordinate obligations limit financial flexibility.

-- The project has been in commercial operation since July 2001
    and has a limited record of performance.

Financials:

Fitch reviewed KCP's base case financial projection prepared by
the Independent Engineer. Fitch also considered several
alternate scenarios prepared by the Independent Engineer and
Fitch. In all cases considered, The City is able to make full
and timely payment of senior debt obligations, provide the
necessary funding for major maintenance expenses, and does not
require additional indebtedness.

In the KCP base case, annual funding of the MMRA is subordinate
to senior debt service, reflecting the required flow of funds in
the indenture. To better evaluate the impact of required major
maintenance on KCP's projected financial performance, Fitch's
analysis is based on a modified debt service coverage ratio
(DSCR) in which contributions to the MMRA are given priority
over senior debt service, effectively treating major maintenance
as operating expenses. Modified DSCRs range between 1.4
times to 2.2x.

Fitch has prepared a credit analysis report with a detailed
discussion of the transaction, Fitch's analysis and rating
rationale. The credit analysis report will be available on our
website this week.


LB COMMERCIAL: Fitch Cuts Class G & H Note Ratings to B-/CC
-----------------------------------------------------------
LB Commercial Conduit Mortgage Trust II's commercial pass-
through certificates, series 1996-C2 $13.9 million class G is
downgraded to 'B-' from 'B' and $6 million class H to 'CC' from
'B-' by Fitch Ratings. The remaining classes are affirmed as
follows: $125.3 million class A and the interest only class IO
at 'AAA', $27.8 million class B at 'AA', $23.8 million class C
at 'A', $15.9 million class D at 'BBB', $7.9 million class E at
'BBB-' and $21.9 million class F at 'BB'. Fitch does not rate
the $8 million class J. The rating affirmations follow Fitch's
review of the transaction after further analysis of the Lodgian
loans in the pool and other loans of concern. The transaction
closed in October 1996.

The downgrades are primarily due to the revaluation of the eight
loans (10.5%) collateralized by hotels formerly owned and
operated by Lodgian, Inc. In December 2001, Lodgian filed for
chapter 11 bankruptcy protection and emerged in November 2002.
Eight of the original nine loans in this transaction are
currently real estate owned. The remaining loan paid off in
full. New appraisal values have been received and the special
servicer, CRIIMI MAE Services, L.P. plans to list the properties
for sale shortly. Using the appraised values reduced 20%, Fitch
assumed approximately $9.8 million, or 3.9% of the transaction,
in losses attributed to the Lodgian loans.

In addition to the Lodgian loans, Fitch assumed losses to
another loan in special servicing, the Comfort Inn Duncan,
(0.8%) located in Duncan, SC. The borrower is currently 90 days
delinquent on debt service payments and CRIIMI plans to
foreclose on the property. Fitch liquidated the loan with 30%
loss severity as an updated appraisal has not been received.

Fitch is also concerned with the number of loans with debt
service coverage ratios less than 1.0 times. Using year-end 2001
financial information,18.5% of the loans reported less than 1.0x
DSCRs, which includes the Lodgian loans . In addition, the
master servicer, GMAC Commercial Mortgage Company, has 31 loans
(37.2%) on the watchlist. The overall weighted average DSCR has
declined to 1.43x at YE 2001 from 1.47x at issuance comparing
the same loans (90.3%) that reported at yearend. The top five
loans (21.8%) have also declined in performance. At YE 2001 the
WADSCR was 1.24x compared to 1.34x at issuance. The declines in
DSCRs and subsequent higher probability of default were factored
into the current review.

The transaction has paid down 36.9% from issuance providing
sufficient credit enhancement to the investment grade rated
classes. However, due the expected losses on the Lodgian loans
and the Comfort Inn Duncan, the resulting credit enhancement to
classes G and H was not adequate to affirm the ratings and thus
necessitated the downgrades. Fitch will review the transaction
again as more information on the Lodgian loans and YE 2002
financial information becomes available.


LUCENT TECHNOLOGIES: Appoints Mark Gibbens as VP and Treasurer
--------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced the appointment of Mark
G. Gibbens to vice president and treasurer, effective
immediately.

Gibbens, who was assistant treasurer, will now be responsible
for all treasury functions including Corporate Finance, Risk
Management, Credit and Recovery, Customer Finance, Contract
Management and Pension Fund Management. He replaces Martina
Hund-Mejean, who left the company in December 2002, and will
report directly to Frank D'Amelio, Lucent's executive vice
president and chief financial officer.

"Mark has made significant contributions to Lucent's
restructuring and recapitalization efforts, including helping to
raise $11 billion for Lucent over the last 24 months," said
D'Amelio. "He has already brought a great amount of experience
to Lucent from outside our industry, and his insights and
ability to manage our relationships with the financial community
have helped bring stability to the business. I have great
confidence in Mark's ability to take on this new role."

Gibbens, 35, joined Lucent in November 2000 as assistant
treasurer and has been responsible for the company's Corporate
Finance, Capital Planning, Banking, International Treasury, and
Risk Management functions. He has played an instrumental role in
fortifying Lucent's capital structure in the face of an
unprecedented market downturn for the telecommunications
industry.

Before joining Lucent, Gibbens spent two years as vice president
of finance for an Internet software and services company and 10
years with General Motors Corporation, where he held a number of
positions in Treasury, including responsibility for domestic
finance and business development.

Gibbens holds a bachelor's degree in Economics from Carleton
College in Northfield, Minn., and an MBA in Finance and
Operations from the University of Chicago's Graduate School of
Business. In November 2002, Treasury and Risk Management
magazine cited Gibbens as one of the top "40 under 40" financial
executives. A native of Overland Park, Kan., Gibbens currently
resides with his family in Chatham, N.J.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks. The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers. For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com

At December 31, 2002, the Company's balance sheet shows
liabilities exceeding assets by more than $3 billion.

As reported in Troubled Company Reporter's February 27, 2003
edition, Standard & Poor's affirmed its 'B-' long-term corporate
credit rating and its other ratings on Lucent Technologies Inc.,
and removed them from CreditWatch, where they had been placed on
Oct. 11, 2002. The outlook is negative.

The action reflects Standard & Poor's view that Lucent's reduced
operating losses and stabilizing cash flows, combined with its
current liquidity, should enable it to sustain its industry
position over the intermediate period. The outlook recognizes
the significant challenges the company faces in a very uncertain
communications marketplace.


MAGELLAN HEALTH: S&P Drops Ratings to D After Bankruptcy Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC'
counterparty credit, senior secured debt, and senior unsecured
debt ratings as well as its 'CC' subordinated debt rating on
Magellan Health Services Inc., to 'D' after Magellan filed for
reorganization under Chapter 11 of the U.S. bankruptcy code.

Magellan is the nation's largest provider of behavioral health
managed care services. "The filing reflects the consequences of
deteriorating cost-of-care margins, the need to bring operating
expenses down, and extremely high leverage," explained Standard
& Poor's credit analyst Charles Titterton.

The proposed plan of reorganization incorporates the conversion
of all the outstanding senior subordinated notes to
substantially all Magellan common stock, and it provides for the
restructuring of the terms and conditions of the senior notes as
well as bank loans and letters of credit totaling $235 million.
It also includes the renewal and two-year extension of
Magellan's contract with Aetna Inc., its largest customer, which
accounts for about 12% of consolidated revenues. If implemented,
the plan will considerably increase Magellan's prospects for
long-term viability by significantly reducing interest payments
and providing the company with a stable, intermediate-term
anchor of business in its Aetna contract. However, management
must still contend with declining business fundamentals, which
include a loss of market share as well as the factors previously
cited.

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 84 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MAGELLAN HEALTH: Brings-In Weil Gotshal as Chapter 11 Attorneys
---------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates ask
that the Court approve the employment of Weil, Gotshal & Manges
LLP, under a general retainer, as their attorneys, to perform
the extensive legal services that will be required during these
Chapter 11 cases.

Magellan Chief Financial Officer Mark S. Demilio explains that
the Debtors have selected Weil Gotshal as their attorneys
because of the firm's extensive general experience and
knowledge, and in particular, the firm's recognized expertise in
the field of debtors' protections, creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy
Code.  Weil Gotshal also is familiar with the Debtors'
businesses and financial affairs and is well qualified to
provide the services required by the Debtors in their Chapter 11
cases.  Prior to the Petition Date, in September of 2002, the
Debtors engaged Weil Gotshal to assist and advise them with
respect to formulating, evaluating and implementing various
restructuring, reorganization and other strategic alternatives,
as well as with respect to general corporate matters.  Most
recently, Weil Gotshal assisted and advised the Debtors in
connection with the preparation for, and commencement of these
Chapter 11 cases.

Accordingly, Weil Gotshal has significant relevant experience
with the Debtors to deal effectively and efficiently with the
potential legal issues and problems that may arise in the
context of the Debtors' Chapter 11 cases.  The Debtors believe
that Weil Gotshal is both well qualified and uniquely able to
represent them in their Chapter 11 cases in an efficient and
timely manner.

The services of Weil Gotshal under a general retainer are
appropriate and necessary to enable the Debtors to execute their
duties as debtors and debtors-in-possession faithfully and to
implement the restructuring and reorganization of the Debtors.
Subject to further order of this Court, it is proposed that Weil
Gotshal be employed to render these professional services:

     A. to take all necessary or appropriate actions to protect
        and preserve the Debtors' estates, including the
        prosecution of actions on the Debtors' behalf, the
        defense of any actions commenced against the Debtors, the
        negotiation of disputes in which the Debtors are involved
        and the preparation of objections to claims filed against
        the Debtors' estates;

     B. to prepare on behalf of the Debtors, as debtors-in-
        possession, all necessary or appropriate motions,
        applications, answers, orders, reports and other papers
        in connection with the administration of the Debtors'
        estates;

     C. to take all necessary or appropriate actions in
        connection with the plan of reorganization and a related
        disclosure statement and all related documents and
        further actions as may be required in connection with the
        administration of the Debtors' estates;

     D. to render legal advice and services in connection with
        general corporate matters; and

     E. to perform all other necessary or appropriate legal
        services in connection with these Chapter 11 cases.

Weil Gotshal Member Stephen Karotkin, Esq., assures the Court
that the members of, counsel to and associates of the firm do
not have any connection with or any interest adverse to the
Debtors, their creditors or any other party-in-interest, or
their attorneys or accountants.  However, Weil Gotshal
previously has represented, currently represents and may
represent in the future these entities in matters totally
unrelated to the Debtors:

     A. Creditors: Aetna U.S. Healthcare, Bank Polska Kasa Opieki
        S.A., Blue Cross Blue Shield of Vermont, Carefirst Blue
        Cross Blue Shield, Credit Lyonnais, Empire Blue Cross &
        Blue Shield, First American Bank N.A., Fleet Bank, GE
        Capital Corporation, General Re New England Asset
        Management Inc., Highland Capital Management L.P., ING
        Pilgrim Investments, JP Morgan Chase Bank, Moccasin Bend
        M.H.I., UBS AG, and Wachovia Bank N.A.;

     B. Bondholders: AIG Annuity Insurance, AIM Advisors Inc.,
        Allianz Life Insurance, American Express, AMR Investment,
        Barclays Global Investors, Credit Suisse First Boston, DB
        Investment Advisors, Deutsche Bank, DLJ Investment
        Management, Dresdner Bank, Eaton Vance Management,
        Employers Insurance, Fireman's Fund, Franklin Advisors
        Inc., GE Asset Management, Goldman Sachs, Hartford
        Accident & Indemnity Co., Merrill Lynch Investment,
        MetLife Investors, Metropolitan Life Insurance, Morgan
        Stanley, New York Life Insurance, Nomura Asset Management
        USA Inc., Oppenheimer Fund, Prudential Financial,
        Prudential Financial Services, Salomon Smith Barney, and
        Teachers Insurance Company;

     C. Director Affiliation: Assisted Living Concepts Inc.,
        Continental Airlines Inc., LTC Healthcare Inc., LTC
        Properties, MMI Companies Inc., Oxford Health Plans Inc.,
        Ryanair Ltd., Seagate Technology Inc., Texas Pacific
        Group, and Washington Mutual Inc.;

     D. Indenture Trustee: HSBC Bank USA; and

     E. Professional: PricewaterhouseCoopers LLP.

Weil Gotshal will conduct an ongoing review of its files to
ensure that no disqualifying circumstances arise and if any new
relevant facts or relationships are discovered, the firm will
supplement its disclosure to the Court.

The Debtors believe that Weil Gotshal is well qualified to
represent their interests and the interests of their estates.
If the Debtors are required to retain counsel other than Weil
Gotshal in connection with the prosecution of their Chapter 11
cases, the Debtors, their estates and all parties-in-interest
will be unduly prejudiced by the time and expense necessary to
enable counsel to become familiar with the Debtors' businesses,
operations and capital structure.

During the 12-month period prior to the Petition Date, Mr.
Karotkin informs the Court that Weil Gotshal received from the
Debtors $1,764,963 for professional services performed and
expenses incurred, including an advance payment to cover an
estimate of charges for the period March 6, 2003 through March
10, 2003, including an advance payment for professional services
performed and to be performed, and expenses incurred and to be
incurred, in connection with these Chapter 11 cases.  Weil
Gotshal has used this advance to credit the Debtors' account for
the firm's estimated charges for professional services performed
and expenses incurred up to the time of the commencement of
these Chapter 11 cases and had reduced the balance of the credit
available to the Debtors by the amount of these charges.  As of
the Petition Date, Weil Gotshal has a remaining credit balance
in favor of the Debtors for future professional services to be
performed, and expenses to be incurred, amounting to $500,000.

The Debtors will pay Weil Gotshal its customary hourly rates for
services rendered that are in effect from time to time, and to
reimburse the firm according to its customary reimbursement
policies.  Weil Gotshal's current customary hourly rates,
subject to change from time to time, are:

        Members and Counsel                  $375-725
        Associates                           $200-440
        Paraprofessionals and Staff           $50-175


                             *   *   *

Judge Beatty authorizes the Debtors to employ Weil Gotshal on an
interim basis subject to a final hearing on April 3, 2003 at
2:30 p.m. if any objections are timely received on or before
March 31, 2003 at 4:00 p.m. (Magellan Bankruptcy News, Issue No.
2: Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARSH SUPERMARKETS: Initiates Improvement Plans to Up Finances
--------------------------------------------------------------
In recent conference calls, Marsh Supermarkets (Nasdaq:MARSA)
(Nasdaq:MARSB) outlined a number of initiatives designed to
improve future operating results. "The deflationary environment
for food, changes in customer preferences and the competitive
climate necessitated several new initiatives," said Don E.
Marsh, Chairman and Chief Executive Officer.

Our plans now include:

-- Opening two new supermarkets, one of which will be a new
    concept store in a new market area where no sales will be
    transferred from existing Marsh units.

-- Upgrade and reimaging of 101 Village Pantry convenience
    stores scheduled for completion by March 29, 2003.

-- Four to six supermarkets are scheduled for remodel in the
    coming fiscal year.

-- Management has identified potential annualized expense and
    profit improvements of $30 million, of which up to $24
    million should be achieved in fiscal 2004.

Certain headquarters staff expenses have been reduced by
approximately $3.0 million annually. We anticipate that
approximately $1.0 million in expense for this staff reduction
will be recognized in the fourth quarter ended March 29, 2003.
This reduction was largely accomplished by consolidating our
multi-division supermarket operation into a single central
service operation, consolidating purchasing functions for
greater leverage with vendors.

Other identified improvements include energy savings, changes to
medical plans, outsourcing of retail maintenance, improved labor
and transportation scheduling, warehouse efficiencies and other
actions, some of which are discussed in this release.

-- The quarterly dividend rate of 11 cents was increased to 13
    cents per share per quarter effective with the dividend
    payable in May. At recent stock prices, the dividend yield is
    4.6% to 5.3%, depending on class of shares.

-- The ad release day was changed to Thursdays. A Thursday
    release preempts the Sunday circular and allows our stores to
    be better prepared for the all-important weekend sales.

-- The Company introduced "MyMarsh", a quantum leap forward in
    loyalty card marketing. This system includes a touch screen
    at the point of sale and delivers static- and motion-based
    communications. The technology provides an economically
    viable method to communicate information, incentives and
    rewards to specific customers or customer groups. The system
    is a step toward fulfilling the promise of customer-specific
    one-to-one marketing. Additionally, individual MyMarsh kiosks
    are being installed at each Marsh store location so customers
    may receive offers as they begin their shopping experience.

-- The Ticketmaster in-store ticket centers began utilizing the
    Fresh Idea loyalty card to offer exclusive Marsh customer
    discounts on specified community events. Marsh also continues
    to serve as ticket center for not-for-profit community
    events.

-- A new state-of-the-art frozen food warehouse was opened. The
    additional space was needed because of the growing importance
    of this category.

-- The purchase of two Mr. D's Fresh Food Markets on the south
    side of the Indianapolis metro area, and the closing of a
    nearby LoBill Foods location, which will result in a transfer
    of sales to these stores. These stores are being operated
    under the O'Malia banner.

-- Closing the Fresh Express home delivery operation and twenty-
    two under-performing Village Pantry convenience stores.

-- Retirement of the 7% convertible debentures. By using
    proceeds from the revolving credit facility to retire this
    debt, annual interest expense will be reduced by
    approximately $700 thousand at current short-term rates.

-- The Company purchased at a discount, and subsequently
    retired, $15 million of senior subordinated notes. At current
    short-term interest rates, annual interest expense should
    improve by approximately $800 thousand.

"As a result of these and other initiatives, I expect improved
operating results as we move through fiscal 2004 in an improving
retail climate", said Don E. Marsh.

                             *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on Indianapolis, Ind.-based
Marsh Supermarkets Inc. to 'BB-' from 'BB' based on weak sales
trends and declining EBITDA in recent quarters.

The outlook is negative. Approximately $206 million of debt is
affected by this action.


MORGAN STANLEY: S&P Rates Six Note Classes at Low-B Levels
----------------------------------------------------------
Standard & Poor's--Standard & Poor's Ratings Services assigned
its preliminary ratings to Morgan Stanley Dean Witter Capital I
Trust 2003-HQ2's $931.6 million commercial mortgage pass-through
certificates series 2003-HQ2.

The preliminary ratings are based on information as of March 12,
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 fiscal agent, the economics of the underlying mortgage
loans, and the geographic and property-type diversity of the
loans. Classes A-1, A-2, B, C, and D are being offered publicly.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage ratio (DSCR)
of 1.59x, a beginning loan-to-value (LTV) ratio of 75.1%, and an
ending LTV of 65.6%.

                    PRELIMINARY RATINGS ASSIGNED

          Morgan Stanley Dean Witter Capital I Trust 2003-HQ2
          Commercial mortgage pass-thru certs series 2003-HQ2

           Class                Rating              Amount ($)
           A-1                  AAA                248,633,000
           A-2                  AAA                522,232,000
           B                    AA                  39,591,000
           C                    A                   41,920,000
           D                    A-                   9,316,000
           E                    BBB+                 9,315,000
           F                    BBB                 10,480,000
           G                    BBB-                 8,151,000
           X-1                  AAA             (a)931,559,155
           X-2                  AAA             (a)904,791,000
           H                    BB+                 13,974,000
           J                    BB                   5,822,000
           K                    BB-                  2,329,000
           L                    B+                   2,329,000
           M                    B                    4,658,000
           N                    B-                   2,329,000
           O                    N.R.                10,480,155

                      (a) Notional amounts.


MTR GAMING: S&P Assigns B+ Rating to $130MM Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
MTR Gaming Group Inc.'s proposed $130 million senior unsecured
notes due 2010. Proceeds will be used to refinance existing bank
debt and for general corporate purposes.

In addition, Standard & Poor's assigned its 'B+' corporate
credit rating to Chester, West Virginia-based MTR. Pro forma for
the offering, MTR will have approximately $147 million in total
debt outstanding. The outlook is stable.

"The ratings on MTR reflect the company's reliance on a single
property, higher capital spending in the near term, the
potential for increased competition in surrounding states, and a
relatively small cash flow base," said Standard & Poor's credit
analyst Peggy Hwan. She added, "These factors are tempered by
the company's solid operating history, limited competition in
its existing market, and satisfactory credit measures for
the rating."

MTR owns and operates the Mountaineer Racetrack & Gaming Resort
in Chester, West Virginia, and the Ramada Inn and Speedway
Casino in North Las Vegas, Nevada. In February 2003, the company
agreed to sell its hotel/casino property in Reno, Nev. for about
$3 million. MTR's primary operation is Mountaineer Park, a
destination resort with a pari-mutuel thoroughbred racetrack and
3,000 slot machines ("racino").

The company recently completed an expansion project, investing
$156 million between 2000 and 2002, transforming the racino from
a local drive-in facility into a destination resort. In addition
to the racetrack and slot machines, the facility includes 359
hotel rooms, a convention and entertainment center, golf course,
spa and fitness center, and various dining venues. Mountaineer
Park contributes 95% of the company's revenues and virtually all
of its EBITDA.

MTR's strong operating growth has been largely attributable to
the positive gaming climate in West Virginia. Legislation has
limited new competition from entering the market, permitted the
installation of coin drop machines, raised the betting limit,
and continuously approved slot machine additions. Mountaineer
Park is only one of four racetracks in the state permitted to
operate slot machines. Assuming that favorable gaming
legislation continues in West Virginia, Standard & Poor's
expects Mountaineer Park to grow in the near term due to its
recently completed expansion efforts.


MURDOCK COMMUNICATIONS: Fails to Pay Extension Fees to Lender
-------------------------------------------------------------
Murdock Communications Corporation (OTCBB:MURC)(OTCBB:MURCW)
announced a scheduled $25,000 payment for extension fees for the
months of February and March was not made to a financial
institution and that the financial institution considers MCC in
default. The payment was due February 28, 2003 and the financial
institution is now looking at its options and remedies regarding
the non-payment.

MCC is attempting to negotiate with the financial institution to
restructure the agreement. The financial institution had
previously agreed to a settlement with MCC, contingent upon
consummation by December 31, 2002, of MCC's pending merger
transaction with Polar Molecular Corporation, a Delaware
corporation, for payment of $500,000 in full satisfaction of all
principal and interest due under certain promissory notes of
MCC.

As of December 31, 2002, approximately $11.1 million of
principal and accrued interest was outstanding under these
notes.

The original settlement called for a $15,000 payment to the
financial institution upon signing of the agreement and the
remaining $485,000 was to be paid to the financial institution
upon consummation of MCC's pending merger transaction with
Polar. If the merger agreement with Polar was not completed by
December 31, 2002, the agreement with the financial institution
would terminate and the financial institution would retain the
$15,000 paid by MCC. These notes were originally issued by MCC
to individuals who pledged the notes to a bank as collateral for
loans made by the bank to these individuals. The financial
institution subsequently acquired the notes from the FDIC after
the bank was liquidated in 2000.

Under the first extension agreement MCC could request up to
three additional one-month extensions of the original settlement
deadline of December 31, 2002. Each one-month extension would be
granted to MCC provided that MCC paid $10,000 prior to the first
day of the month of any such extension to the financial
institution. MCC made the payment for January 2003.

Under the terms of the second extension agreement MCC could
request one additional one-month extension to April 30, 2003.
Additionally, under the terms of the second extension agreement,
MCC postponed payment of the February extension fee. An
extension fee of $25,000 was due prior to March 1, 2003 for the
February and March extension fee.


NAT'L CENTURY: US Trustee Appoints NPF XII Creditor Subcommittee
----------------------------------------------------------------
The U.S. Trustee appoints these creditors to the Official
Subcommittee of NPF XII Unsecured Creditors within the Official
Creditors' Committee:

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

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

3. Ambac Investments Inc.
     One State Street Plaza
     New York, New York 10004
     Attn: Steven P. Rofsky
     Telephone Number: 212-208-3441
     Fax Number: 212-797-5725
     Claim Amount: $54,000,000 -- NPF XII
(National Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Wayne County Treasurer Demands Lien Payment
-----------------------------------------------------------
While it does not object to the sale of the Property, the Wayne
County Treasurer objects to National Steel Corporation and its
debtor-affiliates' failure to pay its lien at the closing of the
sale as well as their failure to reflect the primacy of the lien
over the interests of the other interested parties under state
law.

The Wayne County Treasurer complains that the Sale Motion did
not indicate that it will be paid its lien from the proceeds of
the sale of the Debtors' real and personal property in Wayne
County, Michigan as required under Section 363(f) of the
Bankruptcy Code. The Sale Motion does not provide that the liens
currently attached to the Debtors' property in Michigan will
transfer to the sale proceeds in like manner and priority as
they currently exist.  The Sale Motion also does not give any
treatment or protection of the Wayne County Treasurer's secured
claim against the Property.

Since the Debtors filed for petition, Leonora K. Baughman, Esq.,
at Kilpatrick & Associates, P.C., in Auburn Hills, Michigan,
tells the Court that the Debtors have failed to pay the real and
personal property taxes due for the tax year 2002.  Ms. Baughman
asserts that the unpaid real property taxes constitute a lien
against the Debtors' Property subject to the sale.  The lien is
superior and paramount to all other interests.

As of the Petition Date, Ms. Baughman reports that the Wayne
County Treasurer held a $10,082,981 claim for the unpaid real
and personal property taxes for tax years 2001.  The Wayne
Country Treasurer filed proofs of claim on April 3, 2002.
(National Steel Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: DB Capital Discloses 28.35% Equity Stake
---------------------------------------------------------
In a regulatory filing dated March 3, 2003, DB Capital Partners
Inc., discloses to the Securities and Exchange Commission that
certain of its affiliates and officers are each deemed to
beneficially own 22,565,050 shares or 28.35% of NationsRent,
Inc.'s common stock.

DB Capital Inc. reports that Ultramar Capital Ltd., Existing
Fund GP Ltd., MidOcean Partners LP, MidOcean Associates SPC and
DB Capital Partners L.P. may all be deemed to be beneficial
owners of NationsRent securities as a result of their direct or
indirect control relationship with DB Capital Investors L.P.  DB
Capital LP is the general partner of DB Capital Investors.
Existing Fund is the general partner of DB Capital LP.

MidOcean Partners is the sole owner of Existing Fund while
MidOcean Associates is the general partner of MidOcean Partners.
Ultramar is the sole stockholder of MidOcean Associates.  On
February 21, 2003, MidOcean Partners and Existing Fund acquired
an 80% limited partnership interest and a general partnership
interest in DB Capital LP from DB Capital Inc.

In addition, J. Edward Virtue may be deemed the beneficial owner
of the Securities because he indirectly controls the Securities,
but disclaims beneficial ownership except to the extent of his
pecuniary interest in the Securities.  Mr. Virtue is one of the
directors of Ultramar and the Chief Executive Officer of
MidOcean Associates and Ultramar. (NationsRent Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETWORK COMMERCE: Court Okays NCI Hosting Asset Sale to BizLand
---------------------------------------------------------------
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 March 5, 2003, the Bankruptcy Court entered an order
approving the sale of certain intellectual property, domain
rights, customer accounts and related billing and technical
information, as well as other assets, related to the NCI Hosting
business pursuant to an Asset Purchase Agreement dated March 4,
2003, entered into between Network Commerce and BizLand, Inc.
BizLand is not purchasing any other assets, hardware,
nameservers, any customers other than the Hosting Customers or
any third-party software or licenses, or assuming any
liabilities (other than any liability resulting from the
provision of services to such Hosting Customers and obligations
under certain executory contracts related thereto). Pursuant to
the Agreement, closing of the asset sale is to occur 20 business
days following the date of entry of the Bankruptcy Court's
order, on or about April 2, 2003.  Under the terms of the
Agreement, BizLand will acquire the assets and Hosting Customers
from Network Commerce's NCI Hosting division in exchange for
$500,000 in cash, with $250,000 to be paid on or before the
closing date and the balance of $250,000 to be paid within 60
calendar days following the date of the Bankruptcy Court's
order.  In addition, prior to closing, BizLand will handle
billing for Network Commerce's outstanding accounts receivable
and will remit 90% of amounts collected to Network Commerce on
March 14, 21 and 28, which amounts will be applied to the
$250,000 payment due at closing.  The Agreement does not include
the acquisition of any Network Commerce personnel.

Upon the sale of the NCI Hosting assets, Network Commerce will
not have any sources of ongoing operating revenues and,
realistically, will only be able to reorganize and make
distributions from proceeds of the non-ordinary course sale of
its businesses and assets, as well as through litigation.
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.


NEVADA STAR: Completes Restatement of Previous Financial Reports
----------------------------------------------------------------
Nevada Star Resource Corp. (TSX VENTURE:NEV) (OTC Bulletin
Board:NVSRF) reports that pursuant to a continuous disclosure
review by the British Columbia Securities Commission, the
Company has amended and restated its financial statements for
the year ended August 31, 2001 and the periods ended
February 28, 2002 and May 31, 2002. Amendments were made to the
wording of the auditors' report for the year ended August 31,
2001, the Statements of Cash Flow for the periods ended
February 28, 2002 and May 31, 2002, the Statements of
Investments In and Expenditures On Resource Properties for the
periods ended February 28, 2002 and May 31, 2002 and certain
notes to the financial statements. None of the changes involved
a restatement of previously reported financial results.

Furthermore, the Company provided additional disclosure in an
expanded management discussion and analysis for the year ended
August 31, 2002 which included significant expenditures incurred
during the year ended August 31, 2001. The amended and restated
financial statements are available for review on SEDAR.

Management is committed to the accuracy and reliability of its
public disclosure and will continue to maintain a high standard
of reporting.

As reported in Troubled Company Reporter's January 2, 2003
edition, the Company has a history of losses and no revenues
from operations but is making preparations for a significant
exploration campaign on its MAN Ni-Cu-PGE property in Alaska.
This program will include geological, geochemical and
geophysical surveys, followed by diamond drilling. Final
budgeting for this proposed program has not yet been completed.

The Company does not currently have sufficient funds to satisfy
cash demands for operations for the next 12 months, including
general and administrative costs and the proposed exploration
program. The Company is examining two options. One would be to
option all or a part of the MAN project to a major mining
company who would then finance the required exploration. To that
end, the Company is in discussion with a number of companies.
Alternatively, the Company is examining the feasibility of
making an offshore private placement of its common stock to
certain Canadian investors under a Regulation S exemption from
registration under the Securities Act or to certain accredited
investors in the United States pursuant to Rule 506 of
Regulation D of the Securities Act. There can be no assurance
that the Company will successfully complete this offering.

Smythe Ratcliffe, Chartered Accountants of Vancouver, British
Columbia added "COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-
US REPORTING DIFFERENCES" to it auditors report concerning
Nevada Star Resource Corporation, dated December 5, 2002.  "In
the United States, reporting standards for auditors require the
addition of an explanatory paragraph, following the opinion
paragraph, when the financial statements are affected by
conditions and events that cast substantial doubt on the
Company's ability to continue as a going concern, such as those
described in note 2 to the consolidated financial statements.
Our report to the shareholders dated December 5, 2002 is
expressed in accordance with Canadian reporting standards which
do not permit a reference to such events and conditions in the
auditors' report when these are adequately disclosed in the
financial statements."


NORTEL: Launches Comprehensive Enterprise Network Mgt. Solution
---------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) announced an overarching
solution designed to position enterprises to manage complete
communications infrastructures with the necessary level of
control, and to enable businesses to simplify management of
converged services like streaming video and IP (Internet
Protocol) telephony while enhancing security in a centralized,
integrated manner.

A key enabler of Nortel Networks 'One network. A world of
choice.' enterprise vision, this new 'Enterprise Network and
Service Management' solution combines enhancements to Nortel
Networks Optivity products offerings with 'best-in-class'
solutions from Nortel Networks 'partners' to deliver services
enterprises need to leverage real-time business opportunities.

"The ability for enterprises to manage their networking
infrastructure is critical for delivery of next generation
applications," said Mark Fabbi, vice president, Gartner, Inc.
"More importantly, organizations must adopt operational models
and tools that provide a secure and reliable infrastructure for
enabling technologies such as IP telephony and video. Ensuring
these tools provide for a reduction in operational complexity
will achieve a more cost-effective solution."

Nortel Networks Enterprise Network and Service Management
solution features tools that allow network managers to monitor,
visualize and troubleshoot even the most complex communications
infrastructure, positioning them to drive enhanced network
reliability and performance.

"We depend upon a wide variety of Nortel Networks devices," said
Richard Jones, chief technology officer, Countrywide Financial
Corporation. "We are pleased to see this Network and Service
Management solution from Nortel Networks. As we implement new
applications and protocols to better serve our customers, these
tools and capabilities will make our network more cost-effective
and easier to maintain."

Nortel Networks Enterprise Network and Service Management
solution also features proven policy management and Quality of
Service positioning network managers to prioritize
communications traffic and services to deliver critical data to
the right people at the right time.

"This demonstrates that we take very seriously the feedback
we've received from our customers and 'channel partners,' who
have told us that they need these tools to effectively implement
IP telephony and other converged services," said Clive Foreman,
general manager, Enterprise Network and Service Management,
Nortel Networks.

"We are delivering the necessary capabilities to help
enterprises manage secure and reliable networks, improve
responsiveness to business and customer requirements, drive
lower operating costs, and implement future technologies and
services," Foreman said.

The product enhancements announced include the latest releases
of Nortel Networks Optivity Network Management System and
Optivity Policy Services.

Optivity Network Management System 10.1 provides a comprehensive
set of network visualization, discovery and diagnostic
capabilities for fast, efficient management and troubleshooting
of converged communications infrastructures. It is designed to
support large network performance, scalability and security
requirements, and to consolidate and correlate network faults
from all supported devices.

Optivity Policy Services 3.1 enables network managers to
configure QoS parameters to manage traffic priority and network
access security for business applications like IP telephony and
video. Optivity Policy Services QoS templates provide an
automated, time-saving mechanism that enables network managers
to take a proactive approach to bandwidth management, security
and prioritization of business-critical traffic flows across the
enterprise.

"To ensure that we meet our learning objectives, we must be able
to access global resources," said Mike Vertefeuille, network
manager for the University of Connecticut School of Business, an
Optivity Policy Services user currently trialing version 3.1.
"At times, we must also limit or control access to these
resources from our network. With Optivity Policy Services
products from Nortel Networks, we have been able to control the
traffic flows on the network from a single, easy-to-use
application."

A key market differentiator for Nortel Networks Enterprise
Network and Service Management solution is the provisioning of
IP telephony call quality monitoring and real-time diagnostics
capabilities in the network. Nortel Networks IP-enabled clients
and gateways can be monitored for performance of both listening
and conversational quality for every call. Network
administrators can receive real-time statistics for problem
diagnosis and real-time detection and correction of IP telephony
call quality problems.

Additionally, Nortel Networks Enterprise Network and Service
Management solution provides critical security management for
the entire communications infrastructure in a heterogeneous
environment. It provides scalability and control for switches,
routers, firewalls and Virtual Private Network policy
management, and consolidates the means to implement a secure
posture across the information infrastructure.

Nortel Networks 'partners' offering solutions complementary to
Nortel Networks Enterprise Network and Service Management
solution include NetIQ and Concord Communications.

"We're dedicated to bringing 'best-in-class' solutions to our
customers, even when those solutions are not our own," Foreman
said. "Our Enterprise Network and Service Management solution
combines the best solutions from Nortel Networks and from our
'partners' to provide the management tools necessary to address
all aspects of the communications infrastructure - from data to
voice, video and security."

NetIQ is a leading provider of IP telephony network assessment
and management tools. NetIQ's Vivinet suite of products can be
used with Nortel Networks Enterprise and Service Management
solution to empower enterprises to tune their networks for IP
telephony, multicast video and collaboration services. Vivinet
Assessor evaluates network performance, as well as network
suitability for complex new services and protocols. Vivinet
Diagnostics tests and assesses real-time performance of networks
supporting IP telephony, video and collaboration. Vivinet
Manager enables queries to IP telephony call servers and
gateways, and reports ongoing QoS statistics for IP telephony
services.

Concord Communications is a market leader in enterprise network
performance management. The Concord eHealth suite of products
supports historical network performance reporting, and is
compatible with a number of Nortel Networks devices. As networks
converge and support new services like multicast video,
collaboration and IP telephony, historical performance reporting
becomes increasingly important for network assessment and
network planning.

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

Nortel Networks' 7.400% bonds due 2006 (NT06CAR2) are trading at
about 88 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


NORTEL: Strengthens Optical Portfolio with OPTera Long Haul DT
--------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) enhanced its optical long haul
portfolio with the announcement of Nortel Networks OPTera Long
Haul DT, a next generation DWDM (dense wavelength division
multiplexing) terminal designed to promote network and
operational efficiencies.

Used in conjunction with Nortel Networks OPTera Long Haul
Optical Line Systems, OPTera Long Haul DT will position service
providers to drive significant cost savings and realize better
return on investment for both new and existing optical
infrastructure.

Optus, a leading Australia-based service provider, expects to be
first to deploy OPTera Long Haul DT, with plans to place it in
service in Optus' new optical network in July 2003. Optus
purchased OPTera Long Haul DT as part of a contract for voice
over IP and optical solutions announced in April 2002. The Optus
network is expected to span 2,852 kilometers from Perth to
Adelaide.

"OPTera Long Haul DT will make Nortel Networks harder to beat in
long haul DWDM going forward," said Dave Dunphy, principal
analyst, optical infrastructure, Current Analysis. "Nortel
Networks has racked up a lot of success and experience in long
haul to date, but needed to take this first step to
consolidating its long haul portfolio to reduce development
costs, and to provide a lower-cost migration path to secure the
installed base while increasing competitiveness in 'greenfield'
accounts."

"OPTera Long Haul DT addresses all of these goals with lower
capex and opex, thanks to improved competitive density and
footprint, increased distance without the cost of Raman, tunable
lasers to lower sparing costs, and the flexibility of its
service-transparent interfaces and upgraded operations tools,"
Dunphy said.

In North America and Europe, where many service providers
continue to focus on lowering capital and operating expenses by
leveraging existing infrastructure, OPTera Long Haul DT will
position them to evolve their networks efficiently and cost-
effectively to address changing market demands.

In the Asia Pacific region and Europe, where many service
providers are looking to build new and more efficient overlay
networks, OPTera Long Haul DT will allow for a simplified
architecture that leverages the latest technology to provide
extended network reach without signal amplification, reduced
floor space and operating expenses, and managed, 'end-to-end'
transparent services.

"Based on our experience with and commitment to long haul DWDM
networking, Nortel Networks has developed a unique perspective
on how our customers' network and operational requirements have
evolved over the last two years," said Brian McFadden,
president, Optical Networks, Nortel Networks. "OPTera Long Haul
DT is the first step in development of a network that implements
the key attributes for service providers' current and future
requirements."

OPTera Long Haul DT is part of Nortel Networks OPTera Long Haul
Optical Line Systems portfolio. Nortel Networks is the leader in
optical solutions, according to the Dell'Oro Group, with the top
market share position globally in 2002 for total optical
transport, long haul DWDM and global DWDM markets. Nortel
Networks has been #1 in each of these markets for the three
years ending with 2002, according to Dell'Oro.

Deployed in more than 1,000 customer networks in 65 countries,
Nortel Networks end-to-end optical network portfolio includes
next generation SONET/SDH, optical switching products, photonics
(WDM), and Optical Ethernet products. Nortel Networks has
deployed more than 250,000 network elements globally.

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


NTELOS INC: Look for Schedules and Statements by April 18, 2003
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave NTELOS, Inc., and its debtor-affiliates an extension of
time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until April 18, 2003 to file these documents.

NTELOS Inc., a regional integrated communications provider
offering a broad range of wireless and wireline products and
services, filed for chapter 11 protection on March 4, 2003
(Bankr. E.D. Va. Case No. 03-32094).  Linda Lemmon Najjoum,
Esq., at Hunton & Williams represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, it listed $800,252,000 in total assets and
$784,976,000 in total debts.


ONEIDA LTD: Secures Covenant Non-Compliance Waiver from Lender
--------------------------------------------------------------
The Board of Directors of Oneida Ltd., (NYSE:OCQ) declared
fourth quarter dividends of 2 cents per share on the common
stock and 37-1/2 cents per share on the preferred stock, both
payable April 30, 2003, to stockholders of record as of the
close of business April 10, 2003.

This will be the 269th consecutive quarterly cash dividend paid
on the common shares, covering more than 67 years.

Also, the company announced that it has secured from its lenders
a waiver of non-compliance with the net worth covenant in its
credit agreements. As discussed in the company's February 26
news release, Oneida recorded a charge to equity in the amount
of $4.0 million after tax in the fourth quarter of the fiscal
year ended January 25, 2003, in order to record a minimum
pension liability under Financial Accounting Standard No. 87.
This charge resulted in the company not being in compliance with
the covenant.

Oneida Ltd., is a leading manufacturer and marketer of flatware
and dinnerware for both the consumer and foodservice industries
worldwide. Oneida also is a leading marketer of a variety of
crystal, glassware and metal serveware for those industries.


PACIFIC GAS: Revises 2nd Amended Plan to Address S&P Assessment
---------------------------------------------------------------
To satisfy the conditions specified in Standard & Poor's
preliminary rating evaluation, on February 24, 2003, Pacific Gas
and Electric Company revised its Second Amended Reorganization
Plan to, among other things:

     -- permit the reorganized PG&E and the New Companies to be
        created pursuant to the Plan to issue secured debt
        instead of unsecured debt;

     -- permit the adjustments in the amount of debt that the
        reorganized PG&E and the New Companies would issue so
        that:

        (a) additional new money notes could be issued if
            additional cash is required to satisfy the allowed
            claims or to deposit in escrow for any disputed
            claims and the debt can be issued while maintaining
            investment grade ratings; or

        (b) less debt could be issued to obtain investment grade
            ratings or, if less cash is required, to satisfy the
            allowed claims and be deposited into escrow for any
            disputed claims;

     -- require Electric Generation LLC to establish a debt
        service reserve account and an operating reserve account;

     -- under certain circumstances, permit an increase in the
        amount of cash that creditors receiving cash and notes
        will receive;

     -- permit PG&E's mortgage-backed pollution control bonds to
        be redeemed if the reorganized PG&E issues secured new
        money notes; and

     -- commit PG&E Corporation to contribute up to $700,000,000
        in cash to PG&E's capital from the issuance of equity or
        from other available sources, to the extent necessary to
        satisfy PG&E's cash obligations with respect to the
        allowed claims and required deposits to the escrow
        accounts for disputed claims, or to obtain investment
        grade ratings for the debt the reorganized PG&E and the
        New Companies will issue.

A free copy of the PG&E Plan modifications is available at:

       http://bankrupt.com/misc/PG&E_plan_modifications.pdf

             PG&E Wants Flexibility to Issue Secured Debt

James Lopes, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, relates that the Modified Plan allows one or more of the
issuers to issue secured debt.  The Modified Plan also provides
that if any of ETrans, GTrans or Electric Gen issues secured New
Money Notes, its Long-Term Notes -- and the QUIDS Notes in the
case of Electric Gen -- will be secured.  This is to ensure that
all of the issuer's debt securities issued under the PG&E Plan
are pari passu.

According to Mr. Lopes, the modifications give PG&E the
flexibility to issue secured or unsecured debt, depending on the
market conditions at the time of issuance.  The Modified Plan
contemplates that the debt securities could be issued on a
secured basis to the extent necessary to obtain investment grade
ratings or for the purposes of reducing the interest rates on
the New Money Notes if appropriate under then-existing market
conditions.  Under the current credit market conditions, PG&E
expects that all of the New Money Notes, the Long-Term Notes and
the QUIDS Notes would be secured.  But as market conditions
evolve between now and the Effective Date, PG&E believes that it
may not be necessary for the reorganized PG&E or the Newco
entities to issue secured debt to obtain investment grade rating
for its debt securities.

In addition, the Plan modifications specify certain covenants
expected to be included in the indenture for the Electric Gen
New Money Note, Electric Gen Long-Term Notes and QUIDS Notes
that would require the establishment and maintenance of debt
service reserve and operating reserve accounts.  The
modifications also restrict Electric Gen from issuing additional
debt above a specified amount without confirming that issuing
the additional debt would not cause Electric Gen's then-existing
debt to be downgraded to speculative grade from investment
grade.

If the reorganized PG&E issues secured New Money Notes, Mr.
Lopes indicates that the modifications provide for two
additional practical changes, which beneficially will affect the
treatment of three Classes but do not prejudice other creditors.
The changes are:

     (a) Class 4c -- MBIA Claims

         In addition to what it already receives under the Plan,
         Class 4c will receive a contingent note issued under the
         same indenture, as and equal in ranking to, the
         reorganized PG&E New Money Notes.  Class 4c consists of
         MBIA Insurance Corporation's claims under the MBIA
         Reimbursement and Indemnity Agreement as reimbursement
         for the payments MBIA made under the Financial Guaranty
         Insurance Policy it issued with respect to the
         $200,000,000 California Pollution Control Financing
         Authority Pollution Control Refunding Revenue Bonds 1996
         Series A -- MBIA Insured PC Bonds.  The Contingent Note
         will be equal to the outstanding principal amount of the
         MBIA Insured PC Bonds.

         Mr. Lopes explains that the issuance of a Contingent
         Note ensures that to the extent the reorganized PG&E's
         senior debt obligations are secured, its principal
         obligations to MBIA after the Effective Date rank pari
         passu with the other senior debts.

     (b) Class 4a -- The Mortgage Backed PC Bonds

         Under the Modified Plan, the Mortgage Backed PC Bonds
         would not remain outstanding.  Rather, the Mortgage
         Backed PC Bonds would be redeemed by the reorganized
         PG&E on the effective date in accordance with their
         terms.  New Mortgage Bonds would not be issued to
         replace the Mortgage Bonds currently backing the
         Mortgage Backed PC Bonds.

         Under the Modified Plan, each holder of an Allowed
         Secured Claim relating to the Mortgage Backed PC Bonds
         would be paid Cash equal to its Allowed Claim.  The
         contingent claim of Class 3b would be extinguished by
         the same payments.

If it is determined that the reorganized PG&E must secure its
New Money Notes to obtain an investment grade rating, Mr. Lopes
maintains that these transactions will allow the reorganized
PG&E New Money Notes to have a first lien on the reorganized
PG&E's property.

               Modifications With Respect to Increases
                   & Decreases of Debt Securities

The existing PG&E Plan specifies fixed amounts of Long-Term
Notes to be issued by ETrans, GTrans and Electric Gen and the
fixed amounts of New Money Notes to be issued by the Newco
entities and the reorganized PG&E.  To take into account that
the amount of debt that each of the Newco entities and the
reorganized PG&E can support and still obtain investment grade
credit ratings has changed since the PG&E Plan was prepared --
and may change again before the Effective Date -- and that the
amount of available cash and Allowed Claims may also continue to
change, Mr. Lopes relates that the modifications provide a
mechanism by which the aggregate amount of the Newco entities'
Long-Term Notes and New Money Notes and the reorganized PG&E's
New Money Notes can be adjusted.

The adjustment in the debt amount may be necessary to:

     1. satisfy the reorganized PG&E's Cash obligations as of the
        Effective Date with respect to the Allowed Claims and the
        required deposits to the escrow accounts for Disputed
        Claims; or

     2. obtain the issuance of an investment grade ratings for
        the New Money Notes, Long-Term Notes and QUIDS Notes
        under the PG&E Plan.

Under this adjustment mechanism, Mr. Lopes explains, if
additional Cash is required and additional debt can be issued
and still obtain investment grade credit ratings, an amount of
the New Money Notes -- and only the New Money Notes -- greater
than that contemplated by the current PG&E Plan may be issued by
either or all the Newco entities and the reorganized PG&E.  On
the other hand, if the debt less than that contemplated under
the present Plan is required to satisfy the reorganized PG&E's
Cash obligations as of the Effective Date or necessary to obtain
the issuance of an investment grade credit rating for one or
more of the Newco entities and the reorganized PG&E, the amount
of the long term note -- and only the Long-Term Notes -- to be
issued by the Newco entities -- or in the case of the
reorganized PG&E, the amount of the New Money Notes to be issued
-- will be reduced.

As a result, Mr. Lopes adds, any reduction in the debt amount of
the Newco entities increases the amount of Cash that will be
available to the holders of Allowed Claims in Class 5, 6 and 7.
Conversely, any increase in debt, which can only be effected
through the issuance of New Money Notes, has no effect on what
the Allowed Claim holders will receive.

                    PG&E Corp. Will Infuse Capital

Under certain circumstances, the reductions in the amount of
debt securities that the reorganized PG&E and the Newco entities
can issue and still obtain investment grade ratings could result
in insufficient Cash available as of the Effective Date with
respect to the Allowed Claims and the required deposits to the
escrow accounts for Disputed Claims.  However, PG&E Corporation
is willing to safeguard against the shortfall.

Pursuant to the Modified Plan, Mr. Lopes states that PG&E Corp.
will make an offering of its own equity securities or use other
sources of Cash and contribute up to $700,000,000 to the
reorganized PG&E's capital on or before the Effective Date.  To
the extent the consent of PG&E Corp.'s lenders is required to
permit the transactions specified in the S&P preliminary rating
evaluation to occur, PG&E Corp. intends to negotiate with its
lenders.  Absent any required lender consent, PG&E Corp. will to
seek to refinance its indebtedness.

PG&E Corp.'s amended and restated credit agreement dated
October 18, 2002 with loans outstanding in the aggregate
principal amount of $720,000,000 requires mandatory prepayment
of outstanding loans in an amount equal to the net cash proceeds
from the issuance or sale of PG&E Corp.'s equity.  In addition,
PG&E Corp. is generally prohibited by the terms of the Credit
Agreement from making investments in PG&E, except as
specifically permitted by the terms of the loans or as required
by applicable law or the conditions adopted by the California
Public Utilities Commission with respect to holding companies.

According to Mr. Lopes, the commitment to infuse up to
$700,000,000 in capital in PG&E is a powerful backstop and
safety net.  "This can only be a good thing for all creditors in
this case; it has only upside and no downside," Mr. Lopes says.

                       Other Revisions

PG&E also filed revised financial projections for the
reorganized PG&E and the Newco entities to backstop its Modified
Plan.  The Financial Projects are available for free at:

    http://www.sec.gov/Archives/edgar/data/75488/000100498003000020/corpandutility8ka226final.htm


Aside from the Plan amendments, PG&E also contemplates revising
various filings at the FERC and possibly other regulatory
agencies to implement the changes to the Plan. (Pacific Gas
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PASCACK VALLEY HOSPITAL: S&P Alters BB+ Rating Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on the
New Jersey Health Care Facilities Finance Authority's
outstanding bonds, issued for Pascack Valley Hospital, to stable
form negative.

Standard & Poor's also said it assigned its 'BB+' rating to the
authority's $51.4 million hospital revenue bonds, series 2003,
and affirmed its 'BB+' rating on the authority's outstanding
bonds.

The rating and outlook change reflect significant improvement in
operating performance that allows the hospital to maintain its
rating, despite the sizable debt issuance.

An investment grade rating is precluded by an improved though
still soft balance sheet, further weakened by the $51.4 million
in additional debt, bringing pro forma cash-to-debt to 30% and
debt-to-capitalization to 72%. Pro forma maximum annual debt
service coverage is weak, at 1.5x, and the debt burden is high,
at 5.3%. Although the current expansion and renovation project
is necessary for PVH to remain attractive to patients, the
hospital has minimal financial flexibility to absorb the
additional cost and leverage associated with the proposed debt.


PEABODY ENERGY: Early Tender Date of Tender Offer Set for Today
---------------------------------------------------------------
Peabody Energy has extended the expiration of the early tender
date for its tender offer to purchase for cash any and all of
its $317,098,000 outstanding principal amount of 8-7/8% Senior
Notes due 2008 (CUSIP No. 693682AB2) and any and all of its
$392,219,000 outstanding principal amount of 9-5/8% Senior
Subordinated Notes due 2008 (CUSIP No. 693682AD8) from 5 p.m.,
New York City time, on March 12, 2003, to 5 p.m., New York City
time, on March 14, 2003.

The tender offer is being made pursuant to an offer to purchase
dated Feb. 27, 2003, and related letter of transmittal, which
more fully set forth the terms of the tender offer.

The tender offer is scheduled to expire at 5 p.m., New York City
time, on Thursday, March 27, 2003, unless extended. Tenders of
notes made after 5 p.m., New York City time, on March 14, 2003,
may be properly withdrawn at any time until the scheduled
expiration. Tenders of notes made prior to 5 p.m., New York City
time, on March 14, 2003, may not be properly withdrawn unless
the company reduces the tender offer consideration or the early
tender premium, or is otherwise required by law to permit
withdrawal.

Lehman Brothers Inc., is the dealer manager for the tender
offer. Questions about the offer should be directed to Lehman
Brothers Inc. by calling collect at (212) 528-7581 or toll-free
at (800) 438-3242, attention: Emily Shanks. The information
agent for the tender offer is D.F. King & Co. Inc.  Requests
for additional sets of the offer materials may be directed to
D.F. King & Co. Inc. by calling collect at (212) 269-5550 or
toll-free at (800) 967-7574.

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2002 sales of 198 million tons of coal and
$2.7 billion in revenues.  Its coal products fuel more than 9
percent of all U.S. electricity generation and more than 2
percent of worldwide electricity generation.

                           *    *    *

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

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


PLAINS ALL AMERICAN: Closes 2.6-Million Share Public Offering
-------------------------------------------------------------
Plains All American Pipeline, L.P., (NYSE: PAA) completed the
sale by the Partnership of 2,645,000 Common Units at a public
offering price of $24.80 per unit.  This amount includes the
exercise of the underwriters' option to purchase an additional
345,000 Common Units.

Net proceeds from the Common Units offering and the general
partner's proportionate capital contribution were approximately
$63.9 million.  The proceeds were used to reduce indebtedness
under the Partnership's revolving credit facilities.
Approximately $43 million of the indebtedness is attributable to
the Partnership's two recently announced acquisitions.  As a
result of the equity offering and the exercise of the option to
purchase additional Common Units, the Partnership has a total of
52.2 million units outstanding.

Copies of the final prospectus relating to these securities may
be obtained from Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004. Any offering shall be made only by means
of a final prospectus.

                              *   *   *

As previously reported, Standard & Poor's Ratings Services
raised its corporate credit rating to 'BBB-' from 'BB+' on
midstream oil and gas master limited partnership Plains All
American Pipeline L.P., and removed the ratings from CreditWatch
where they were placed on June 26, 2002, following an
announcement by minority owner Plains Resources Inc., that
through a series of actions it would provide much greater
separation between its oil and gas subsidiary and its general
partner interest in Plains All American. That process is
complete and as a result, the ratings on PAA now reflect its
stand-alone creditworthiness. The senior unsecured debt rating
was raised to 'BB+' from 'BB'. The outlook is stable.


PRINCETON VIDEO: Commences Trading on OTCBB Effective March 13
--------------------------------------------------------------
The Nasdaq Listing Qualifications Panel delisted Princeton Video
Image, Inc.'s (NASDAQ: PVII) common stock from trading on The
Nasdaq Stock Market effective with the open of business on
Thursday, March 13, 2003.

PVI's common stock was immediately eligible for quotation on the
OTC Bulletin Board, effective with the open of business on
Thursday, March 13, 2003, and will continue to trade under the
ticker symbol PVII.

By decision dated January 2, 2003, the Panel transferred the
listing of PVI from The Nasdaq National Market to The Nasdaq
SmallCap Market pursuant to an exception, which was later
modified on February 6, 2003. Pursuant to the exception, PVI was
required to evidence a closing bid price of at least $1.00 per
share on or before March 10, 2003 and maintain a minimum $1.00
closing bid price for at least ten consecutive trading days
immediately thereafter. The Panel determined that PVI had failed
to satisfy the terms of the exception. PVI does not intend to
appeal the delisting. PVI's management believes that PVI will
continue to be able to provide all of its services to its
clients.

Princeton Video Image, Inc., provides real-time virtual
advertising, programming enhancements, virtual product
integration and targeted interactive services for televised
sports and entertainment events. PVI services the advertising
industry with its proprietary, Emmy award-winning technology.
Headquartered in New York City and Lawrenceville, New Jersey,
PVI has offices in Los Angeles, Toronto, Tel Aviv, Sao Paulo,
and Mexico City. The company employs approximately 100 people
worldwide.

                         Financial Condition

Princeton Video Image's September 30, 2002 balance sheet shows a
working capital deficit of about $6 million. The Company's total
net capital has shrunk to about $4 million, from about $11
million recorded at December 31, 2001.

In its SEC Form 10-Q filed on November 14, 2002, the Company
reported, thus:

"Total assets decreased $7.5 million, or 24%, to $ 23.7 million
at September 30, 2002 from $31.2 million at December 31, 2001.
This decrease was primarily due to a reduction in our cash
balances of approximately $5.7 million resulting from our use of
cash in operations, partially offset by receipt of funding from
Cablevision. Also contributing to the decrease was a reduction
in prepaid airtime of approximately $0.5 million due to the
timing of payments and the use of the purchased broadcast rights
in Mexico and a decrease in trade receivables of $0.8 million.
Also contributing to the decrease was a net $1.2 million
reduction resulting primarily from the accounting for the
issuance of convertible debt to Cablevision. The decrease
consisted of the elimination of a $4.4 million Cablevision
deferred revenue credit and the creation of a $3.1 million
prepaid Cablevision discount. These decreases were partially
offset by an increase in identifiable intangibles and goodwill
totaling approximately $2.5 million as a result of the
acquisition of SciDel in March 2002.

"Total liabilities decreased $0.4 million, or 2% to $19.6
million at September 30, 2002 from $20.0 million at December 31,
2001 resulting primarily from a reduction in the balance of
accounts payable to vendors and television networks of $2.1
million. This decrease was partly offset by in increase of $.8
million resulting primarily from the accounting for the issuance
of convertible debt to Cablevision. That increase consisted of
the creation of a $4.6 million liability for secured Cablevision
debt and a $3.6 million refundable Cablevision advance payment,
partly offset by the elimination of $7.5M in Cablevision advance
payments. Also partly offsetting the decrease in total
liabilities was a $.9 increase in advertising and production
advances.

"Total stockholders' equity decreased $7.2 million, or 65% to
$3.9 million at September 30, 2002 from $11.1 million at
December 31, 2001 primarily as a result of net losses from
continuing operations. This decrease was partially offset by
the increase in additional paid-in-capital, primarily as a
result of the issuance of 1.3 million shares of our common stock
in the SciDel acquisition and the amendment of Cablevision
warrants upon the issuance of convertible debt to Cablevision.

"Our unaudited consolidated financial statements have been
prepared on the basis of accounting principles applicable to a
going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business. We have incurred net losses of approximately $14.0
million for the nine months ended September 30, 2002. Our actual
working capital requirements will depend on numerous factors,
including the progress of our product development programs, our
ability to maintain our customer base and attract new customers
to use our services, the level of resources we will be able to
allocate to the development of greater marketing and sales
capabilities, technological advances, our ability to protect our
patent portfolio and the status of our competitors. We expect to
incur costs and expenses in excess of expected revenues during
the ensuing year as we continue to execute our business strategy
of becoming a global, media services company by adding to our
sales and marketing management force both domestically and
internationally, and to strengthen existing relationships with
rights holders, broadcasters and advertisers. In July 2002, PVI
took several actions to reduce operating expenses, restructure
operations and improve productivity.

"The factors noted in the above paragraph raise substantial
doubt concerning our ability to continue as a going concern. As
was previously disclosed in our Annual Report on Form 10-K for
the transition period ended December 31, 2001, as amended, the
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should we be unable to continue as a going
concern. Our ability to continue as a going concern beyond
December 31, 2001 is dependent upon the support of our
shareholders, creditors, and our ability to close debt or equity
transactions. In the event we are unable to liquidate or satisfy
our liabilities, planned operations may be scaled back or
terminated. Additional funding may not be available when needed
or on terms acceptable to us, which could have a material
adverse effect on our business, financial condition and results
of operations. If adequate funds are not available we may delay
or eliminate some expenditures, discontinue operations in
selected U.S. or international markets or significantly downsize
our sales, marketing, research and development and
administrative functions. These activities could impact our
ability to continue or expand our business or meet our operating
needs. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties. The
company has recently taken steps to reduce expenses, restructure
operations and improve profitability. On June 25, 2002, PVI
raised $5 million through the issuance of a secured convertible
note to PVI Holding, LLC, a subsidiary of Cablevision Systems
Corporation. The company is in the process of seeking additional
financing with both institutional and strategic investors. There
is no assurance, however, that any such transactions will be
completed, or if they are completed, that they will provide
sufficient resources to support us until we generate sufficient
cash flow to fund our operations. If we are unable to raise
$10 million in the form of equity financing and/or certain other
non-refundable cash funding by March 31, 2003, Cablevision has
the option to purchase from PVI a sole, exclusive, perpetual,
fully paid up, royalty free US license for all of PVI's
technology at the appraised fair market value. If the option is
exercised, we will only be able to use or commercialize our
technology outside of the US, unless we obtain a US license from
Cablevision."


PROSOFTTRAINING: January 31 Working Capital Deficit Tops $600K
--------------------------------------------------------------
ProsoftTraining (Nasdaq:POSO) reported financial results for the
second fiscal quarter ended Jan. 31, 2003.

Revenues for the second quarter of fiscal 2003 were $2.84
million, compared to $4.41 million in the previous year's second
quarter. Net loss for the second quarter of fiscal 2003 was
$1.44 million, compared to net loss of $2.20 million for the
second quarter of fiscal 2002. Net loss before income taxes,
amortization and depreciation was $1.16 million, compared to
$1.32 million for the second quarter of fiscal year 2002.

Revenues for the first six months of fiscal 2003 were $6.56
million, compared to $9.02 million in the previous year's first
six months. Net loss for the first six months of fiscal 2003 was
$2.83 million, compared to net loss of $5.36 million for the
first six months of fiscal 2002. Net loss before income taxes,
restructuring charges, amortization and depreciation for the
first six months of fiscal 2003 was $2.32 million, compared to
$2.83 million for the first six months of fiscal 2002.

Gross profit as a percentage of revenue was 56 percent for the
second quarter of fiscal 2003 compared to 51 percent for the
same quarter of the previous fiscal year. Selling, marketing and
general and administrative expenses were $2.25 million in the
second quarter of fiscal 2003, down 17% from the previous
quarter and down 23% from the same period in fiscal 2002.
Content development expenses were $0.43 million in the quarter,
down 22% from the previous quarter and down 26% from the same
period in fiscal 2003. The improvements in operating expenses
are the direct result of the company's cost-reduction program.

The cash balance at Jan. 31, 2003 was $1.58 million compared to
$2.73 million for the previous quarter. Net cash used by
operating activities during the second quarter of fiscal 2003
was $1.18 million. Days sales outstanding of receivables were at
42 days, consistent with prior quarters.

"Revenue in the second fiscal quarter is historically weak due
to the holidays in each of the three months of the quarter. In
addition, we continue to face a very difficult economic
environment and softness in the traditional IT training sector.
However, the overall results announced today clearly reflect the
impact of the cost-reduction measures we have implemented.
Despite substantially lower revenue compared to the prior
quarter, our net results were similar," stated Robert Gwin,
Prosoft's chairman and CEO.

ProsoftTraining's January 31, 2003 balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $600,000. Also, the Company's total capital resources
continues to be depleted due to continuing losses and
diminishing revenues. Total shareholders' equity deficit further
shrank to $4.8 million down from about $8 million recorded six
months ago.

                       Recent Developments

The company's headquarters location was moved from Austin, Texas
to Phoenix, Ariz. in January and the Austin location was closed.
The company's Annual Shareholders Meeting was held on Feb. 7,
2003. Dr. Edward Walsh was reelected as a Class III director of
the company at the meeting.

Following the end of the second fiscal quarter, the company
implemented additional expense reduction measures including
substantial headcount reductions. In the past three months,
Prosoft's total number of employees has been reduced from 108 to
53, as part of the company's cost-reduction activities given the
uncertain revenue environment. As a result of these actions, the
company's cash burn rate has been sharply reduced at current
revenue levels.

Per NASDAQ rules, the company has been provided a grace period
through May 19, 2003 to regain compliance with the $1.00 minimum
bid price listing maintenance requirement in order to remain
listed.

The company has recently entered into two relationships that are
expected to provide long-term revenue potential. In addition,
the agreements have provided the company with more than $400,000
of additional cash. These relationships will be announced
separately through company-issued press releases over the coming
weeks.

ProsoftTraining (Nasdaq:POSO) offers content and certifications
to help individuals develop and validate critical information
and communications technology (ICT) workforce skills. Prosoft
creates and distributes a complete library of classroom and e-
learning courses. Prosoft distributes its content through its
ComputerPREP division to individuals, schools, colleges,
commercial training centers and corporations worldwide. Prosoft
owns the CIW job-role certification for Internet technologies
and the CCNT (Certified in Convergent Network Technologies)
certification and manages the CTP (Convergence Technologies
Professional) vendor-neutral certification for
telecommunications. To find out more, visit
http://www.ProsoftTraining.com http://www.ComputerPREP.com
http://www.CIWcertified.com and http://www.CTPcertified.com


PRUDENTIAL STRUCTURED: S&P Keeps Watch on Two BB- Note Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-1L, A-1, A-2L, B-1L, B-1, B-2L, and B-2 notes issued by
Prudential Structured Finance CBO I Ltd., an arbitrage CDO of
ABS transaction, on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was originated in October 2000,
primarily a negative migration in the overall credit quality of
the assets within the collateral pool.

According to the most recent trustee report (Feb. 4, 2003), the
Standard & Poor's rating percentage for assets in the rating
category of 'BB-' and above was 90.2%, versus a minimum of 90%,
and compared to an effective date percentage of 100%. In
addition, the weighted average coupon has deteriorated with a
current average of 8.89%, versus an effective date weighted
average coupon of 9.19%.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for Prudential
Structured Finance CBO I to determine the level of future
defaults the rated tranches can withstand under various stressed
default timing and interest rate scenarios, while still paying
all of the interest and principal due on the notes. The results
of these cash flow runs will be compared with the projected
default performance of the performing assets in the collateral
pool to determine whether the ratings assigned to the notes
remain consistent with the credit enhancement available.
Standard & Poor's will remain in close contact with Prudential
Investment Management, the collateral manager for the
transaction.

             RATINGS PLACED ON CREDITWATCH NEGATIVE

             Prudential Structured Finance CBO I Ltd.

                             Rating            Balance
             Class    To               From    (mil. $)
             A-1L     AAA/Watch Neg    AAA        175.0
             A-1      AAA/Watch Neg    AAA         70.0
             A-2L     A-/Watch Neg     A-          20.0
             B-1L     BBB-/Watch Neg   BBB-         8.0
             B-1      BBB-/Watch Neg   BBB-         4.2
             B-2L     BB-/Watch Neg    BB-          5.0
             B-2      BB-/Watch Neg    BB-          2.5


QWEST: Providing Advanced Comms. Services to Crate & Barrel
-----------------------------------------------------------
Crate and Barrel, one of the largest home-furnishing retailers
in the country, has chosen Qwest Communications International
Inc., (NYSE: Q) to provide advanced data communications services
to dozens of locations. The multi-year contract will help Crate
and Barrel extend and integrate data and voice communications
between its stores and the company's corporate headquarters.

Specifically, Qwest is providing Crate and Barrel with frame
relay services at more than 40 locations. Qwest frame relay
services are an excellent way for companies to transport their
data over Qwest's high-speed and secure communications network.
Because of its ability to quickly adjust to meet customers'
needs, frame relay services are useful for companies that have
variable bandwidth demands depending on work-load, fluctuating
customer demands or industry trends.

"Qwest's account team and reputation for leading technology
helped make this decision easy for us," said Lou Tucker Director
of Technology at Crate and Barrel. "We've noticed Qwest's
renewed focus on customer service and we're pleased with the
progress the company has made thus far. We hope to grow and
enhance our relationship with Qwest in the coming months."

To give customers the best possible experience, Qwest
incorporates convenient features into its services. For example,
Qwest frame relay services include Qwest Control(TM) -- a Web-
based network management tool that allows customers to access
and manage their systems information via the Internet. Customers
can track their data, review performance reports, and even open
and review trouble tickets.

"We're thrilled to form this new relationship with Crate and
Barrel," said Cliff Holtz, executive vice president, Qwest
Business Markets Group. "We will continue to listen closely to
Crate and Barrel to understand their needs and develop an
integrated solution that meets all of their voice and data
requirements. Our commitment to putting customers first is
reaping benefits through new relationships with respected and
successful companies around the nation."

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

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

Qwest Communications' 7.500% bonds due 2008 (Q08USR3) are
trading at about 82 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


RCN CORPORATION: Loan Amendments Carry Stiff Financial Covenants
----------------------------------------------------------------
Information obtained from http://www.LoanDataSource.comshows
that RCN Corporation agrees to reduce the amount available under
its $187.5 million revolving loan facility (under which it
currently has no borrowings outstanding) to $15 million and
further agrees to maintain a cash collateral account of at least
$100 million for the benefit of the lenders under the credit
facility.

That agreement comes in the form of a FIFTH AMENDMENT dated as
of March 7, 2003, to a Credit Agreement, dated as of June 3,
1999, as amended, among RCN CORPORATION, RCN TELECOM SERVICES OF
PENNSYLVANIA, INC. (now known as RCN Telecom Services, Inc.),
RCN CABLE SYSTEMS, INC. (now known as RCN Telecom Services,
Inc.), JAVANET, INC. (now known as UNET Holding, Inc.), RCN
FINANCIAL MANAGEMENT, INC., UNET HOLDING, INC., INTERPORT
COMMUNICATIONS CORP. (now known as UNET Holding, Inc.) and ENET
HOLDING, INC. (now known as RCN Internet Services, Inc.), as
Borrowers, and a consortium of Lenders comprised of:

      * JPMORGAN CHASE BANK
      * ADDISON CDO, LIMITED (Acct 1279),
          by Pacific Investment Management Company LLC, as
          Investment Advisor
      * AIMCO CDO SERIES 2000-A
      * AIMCO CLO, SERIES 2001-A
      * ALLSTATE LIFE INSURANCE COMPANY
      * AMARA-1 FINANCE LTD., by INVESCO Senior Secured
          Management, Inc. As Financial Advisor
      * AMARA-2 FINANCE LTD., by INVESCO Senior Secured
          Management, Inc. As Financial Advisor
      * ARCHIMEDES FUNDING II, LTD., by ING Capital
          Advisors LLC as Collateral Manager
      * ARCHIMEDES FUNDING III, LTD., by ING Capital
          Advisors LLC as Collateral Manager
      * ARES III CLO LTD., by Ares CLO Management LLC
      * ARES IV CLO LTD., by Ares CLO Management IV, L.P.,
          Investment Manager, by Ares CLO GP IV, LLC, Its
          Managing Member
      * ARES LEVERAGED INVESTMENT FUND, L.P., by ARES Management,
          L.P., Its General Partner
      * ARES LEVERAGED INVESTMENT FUND II, L.P., by Ares
          Management II, L.P., Its General Partner
      * AVALON CAPITAL LTD., by INVESCO Senior Secured
          Management, Inc. As Portfolio Advisor
      * AVALON CAPITAL LTD. 2, by INVESCO Senior Secured
          Management, Inc. As Portfolio Advisor
      * BANK OF MONTREAL
      * BDC FINANCE, L.L.C.
      * BDCM OPPORTUNITY FUND, L.P., by Black Diamond Capital
          Management, L.L.C., its General Partner
      * BEDFORD CDO, LIMITED (Acct 1276), by Pacific Investment
          Management Company LLC, as its Investment Advisor
      * BINGHAM CDO, L.P.
      * BLACK DIAMOND CLO 1998-1 LTD.
      * BLACK DIAMOND CLO 2000-1 LTD.
      * BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
      * BNP PARIBAS
      * BRANT POINT CBO 1999-1, LTD., (as a Term Lender) via
          Sankaty Advisors Inc., as Collateral Manager for as
      * CANPARTNERS INVESTMENTS IV LLC
      * CANYON CAPITAL CDO 2001-1, LTD.
      * CAPTIVA III FINANCE LTD. (Acct 275), as advised by
          Pacific Investment Management Company LLC
      * CAPTIVA IV FINANCE LTD. (Acct 1275), as advised by
          Pacific Investment Management Company LLC
      * CENTURION CDO I, LIMITED, by American Express Asset
          Management Group Inc. as Collateral Manager
      * CENTURION CDO II, LTD., by American Express Asset
          Management Group Inc. as Collateral Manager
      * CENTURION CDO III, LIMITED, by American Express Asset
          Management Group Inc. as Collateral Manager
      * CERES FINANCE LTD., by INVESCO Senior Secured
          Management, Inc. As Sub-Managing Agent
      * CERES II FINANCE LTD., by INVESCO Senior Secured
          Management, Inc. As Sub-Managing Agent (Financial)
      * CITIBANK NA
      * CIT LENDING SERVICES CORPORATION
      * CYPRESSTREE INVESTMENT MANAGEMENT COMPANY as
          Attorney-in-Fact and on behalf of First Allmerica
          Financial Life Insurance Company, Inc., as Portfolio
          Manager
      * DELANO COMPANY (Acct 274), by Pacific Investment
          Management Company LLC, as its Investment Advisor
      * DEUTSHCE BANK AG NEW YORK BRANCH
      * EATON VANCE CDO III, LTD., by Eaton Vance Management
          as Investment Advisor
      * EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, by
          Eaton Vance Management as Investment Advisor
      * EATON VANCE SENIOR INCOME TRUST, by Eaton Vance
          Management as Investment Advisor
      * ELC (CAYMAN) LTD., by David L. Babson & Company Inc.
          as Collateral Manager
      * ELC (CAYMAN) LTD. 1999-II, by David L. Babson & Company
          Inc. as Collateral Manager
      * ELC (CAYMAN) LTD. 1999-III, by David L. Babson & Company
          Inc. as Collateral Manager
      * ELC (CAYMAN) LTD. 2000-1, by David L. Babson & Company
          Inc. as Collateral Manager
      * ELC (CAYMAN) LTD. CDO SERIES 1999-1, by David L. Babson &
          Company Inc. as Collateral Manager
      * ELT LTD.
      * ENDURANCE CLO I LTD. c/o ING Capital Advisors LLC, as
          Portfolio Manager
      * FIDELITY SUMMER STREET TRUST and
          FIDELITY CAPITAL & INCOME FUND
      * FLEET NATIONAL BANK
      * FOOTHILL INCOME TRUST II, L.P., by FIT II GP, LLC
          Its General Partner
      * FRANKLIN CLO I, LTD.
      * FRANKLIN FLOATING RATE TRUST
      * GOLDMAN SACHS CREDIT PARTNERS
      * GREAT POINT CBO 1998-1 LTD. (as a Term Lender) via
          Sankaty Advisors, Inc. as Collateral Manager
      * GREAT POINT CLO 1999-1 LTD. (as a Term Lender) via
          Sankaty Advisors, LLC as Collateral Manager
      * HAMILTON CDO, LTD., by Stanfield Capital Partners LLC
          as its Collateral Manager
      * HIGHLAND CRUSADER OFFSHORE PARTNERS, by Highland Capital
          Management, L.P. as General Partners
      * IBM CREDIT LLC
      * JISSEKIKUN FUNDING, LTD. (Acct 1288), by Pacific
          Investment Management Company LLC, as its
          Investment Advisor
      * KS CAPITAL PARTNERS, LP
      * KS INTERNATIONAL, INC.
      * KZH CYPRESS TREE-1 LLC
      * KZH ING-2 LLC
      * KZH ING-3 LLC
      * KZH STERLING LLC
      * LIBERTY - FLOATING RATE ADVANTAGE FUND, by Stein Roe &
          Farnham Incorporated as Advisor
      * LONGACRE MASTER FUND, LTD.
      * LONG LANE MASTER TRUST IV, by Fleet National Bank
          as Trust Administrator
      * MAGMA CDO, L.P.
      * MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
      * METROPOLITAN LIFE INSURANCE COMPANY
      * METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY
      * MIZUHO CORPORATE BANK, LTD.
      * ML CLO XIX STERLING (CAYMAN) LTD., by Highland Capital
          Management, L.P. (As successor in interest to
          Sterling Asset Management)
      * MORGAN STANLEY PRIME INCOME TRUST
      * MOUNTAIN CAPITAL CLO I, LTD.
      * MUIRFIELD TRADING LLC
      * NEMEAN CLO, LTD., by ING Capital Advisors LLC,
          As Investment Manager
      * NORSE CBO, LTD., by Regiment Capital Management, LLC
          as its Investment Advisor, by Regiment Capital
          Advisors, LLC its Manager and pursuant to delegated
          authority
      * NUVEEN SENIOR INCOME FUND
      * OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1 LTD., by
          INVESCO Senior Secured Management, Inc. As Sub-Advisor
      * OLYMPIC FUNDING TRUST SERIES 1999-1
      * PAM CAPITAL FUNDING LP, by Highland Capital Management,
          L.P. As Collateral Manager
      * PAMCO CAYMAN LTD., by Highland Capital Management, L.P.
          As Collateral Manager
      * PB CAPITAL CORPORATION, as a Lender
      * PPM AMERICA SPECIAL INVESTMENTS FUND, L.P.
      * PPM SPYGLASS FUNDING TRUST
      * SATELLITE ASSET MANAGEMENT
      * SEABOARD CLO 2000 LTD.
      * SENIOR DEBT PORTFOLIO, by Boston Management and Research
          as Investment Advisor
      * SEQUILS-CENTURION V, LTD., by American Express Asset
          Management Group Inc., as Collateral Manager
      * SEQUILS - CUMBERLAND I, LTD., by Deerfield Capital
          Management LLC As its Collateral Manager
      * SEQUILS ING I (HBDGM), LTD., by ING Capital Advisors LLC,
          As Collateral Manager
      * SPCP GROUP LLC
      * SRF 2000 LLC
      * STANFIELD ARBITRAGE CDO, LTD., by Stanfield Capital
          Partners LLC As its Collateral Manager
      * STANFIELD CLO LTD., by Stanfield Capital Partners LLC
          As its Collateral Manager
      * STANFIELD QUATTRO CLO Ltd., by Stanfield Capital Partners
          LLC As its Collateral Manager
      * STANFIELD/RMF TRANSATLANTIC CDO LTD., by Stanfield
          Capital Partners LLC As its Collateral Manager
      * STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, by
          STEIN ROE & FARNHAM INCORPORATED AS ADVISOR
      * STRATA FUNDING LTD., by INVESCO Senior Secured
          Management, Inc. As Sub-Managing Agent
      * SUNAMERICA SENIOR FLOATING RATE FUND, INC., by STANFIELD
          CAPTIAL PARTNERS LLC as subadvisor
      * WACHOVIA BANK, NATIONAL ASSOCIATION, as a [Term] Lender
          and
      * WINDSOR LOAN FUNDING, LIMITED, by Stanfield Capital
          Partners LLC as its Investment Manager

JPMORGAN CHASE BANK serves as Administrative and Collateral
Agent for the lending consortium.

According to the new agreement, the Company can incur up to $500
million of new senior indebtedness that may be secured by a
second lien on RCN's assets and use up to $125 million of
existing cash and the proceeds of new indebtedness to repurchase
outstanding senior notes.  Future asset sales, up to the first
$100 million, must be shared equally with the bank group, and
80%-20% in the bank's favor thereafter, to pay down its senior
secured term loans.  Additionally, the Company will increase
amortization payments under its term loans by an amount equal to
50% of interest savings from new repurchases of senior notes,
not to exceed $25 million.

In the FIFTH AMENDMENT, RCN agrees to comply with five key
financial covenants:

     (1) Minimum Cash Balances.  RCN and its Co-Borrowers agree
         they will maintain a cash balance (including all cash
         collateral requirements of no less than:

                                           Minimum
            Testing Date                 Cash Balance
            --------------               ------------
            March 31, 2003               $225,000,000
            June 30, 2003                $175,000,000
            September 30, 2003           $125,000,000
            December 31, 2003            $100,000,000
            March 31, 2004               $100,000,000
            June 30, 2004                $100,000,000
            September 30, 2004           $100,000,000
            December 31, 2004            $100,000,000
            March 31, 2005               $100,000,000
            June 30, 2005                $100,000,000
            September 30, 2005           $100,000,000
            December 31, 2005            $100,000,000
            March 31, 2006               $100,000,000
            June 30, 2006                $100,000,000
            September 30, 2006           $100,000,000
            December 31, 2006            $100,000,000
            March 31, 2007               $100,000,000
            June 30, 2007                $100,000,000

     (2) Cumulative Minimum EBITDA.  RCN and its Co-Borrowers
         promise that cumulative EBITDA will be no less than:

            For the Period from               Minimum
            January 1, 2002 through      Cumulative EBITDA
            -----------------------      -----------------
            March 31, 2004                 $(50,000,000)
            June 30, 2004                  $(30,000,000)
            September 30, 2004             $(10,000,000)
            December 31, 2004               $15,000,000

     (3) Maximum Senior Secured Debt Ratio.  RCN, et al., agree
         they will not allow their Senior Secured Debt Ratio to
         exceed:
                                         Maximum Senior
            Testing Date                   Debt Ratio
            ------------                 --------------
            March 31, 2005                  3.00 to 1
            June 30, 2005                   2.75 to 1
            September 30, 2005              2.50 to 1
            December 31, 2005 and
               thereafter                   2.00 to 1

     (4) Maximum Total Debt Ratio.  RCN and its Co-Borrowers
         covenant that their Total Debt Ratio will not exceed:

            During the Fiscal            Maximum Total
            Quarter Ending                Debt Ratio
            -----------------            -------------
            March 31, 2005                  6.75 to 1
            June 30, 2005                   6.50 to 1
            September 30, 2005              6.00 to 1
            December 31, 2005               6.00 to 1
            March 31, 2006                  5.50 to 1
            June 20, 2006                   5.50 to 1
            September 30, 2006              5.00 to 1
            December 31, 2006               5.00 to 1
            March 31, 2007                  5.00 to 1
            June 30, 2007                   5.00 to 1

     (5) Maximum Capital Expenditures.  RCN and its Co-Borrowers
         agree to limit their Capital Expenditures to:

            During the                  Maximum Capital
            Fiscal Year Ending            Expenditures
            ------------------          ---------------
            December 31, 2002            $249,000,000
            December 31, 2003            $205,000,000
            December 31, 2004             $73,000,000
            December 31, 2005             $70,000,000
            December 31, 2006             $72,000,000
            December 31, 2007             $75,000,000

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

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


ROYAL OAK: Acquires Substantial Shares of B.C. Pacific Capital
--------------------------------------------------------------
Royal Oak Ventures Inc. acquired for investment purposes
beneficial ownership of 1,235,700 Class A Subordinate Voting
shares and 412,300 Class B common shares of B.C. Pacific Capital
Corporation (TSX Venture: BPQ.A and BPQ.B). The BC Pacific
shares acquired by Royal Oak represent 10.54% and 21.75% of the
issued and outstanding Class A Subordinate Voting shares and
Class B common shares of BC Pacific, respectively. The BC
Pacific shares were acquired through the facilities of the TSX
Venture Exchange at a price of $0.65 per share.

As a result of the foregoing transaction, Royal Oak has
beneficial ownership of a total of 2,385,700 Class A Subordinate
Voting shares and 587,300 Class B common shares of BC Pacific.
The BC Pacific shares now beneficially owned by Royal Oak
represent 20.35% and 30.98% of the issued and outstanding Class
A Subordinate Voting shares and Class B common shares of BC
Pacific, respectively.

Royal Oak Ventures is a British Columbia based company that
through a Proposal filed under the Bankruptcy and Insolvency Act
(Canada) has undergone a reorganization from a mining company to
an investment company. The Company is undergoing a
recapitalization and intends to invest in undervalued
situations, primarily in the natural resource, real estate and
financial services sectors.


RURAL CELLULAR: Likely Covenant Breach Prompts Rating Cut to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rural Cellular Corp. to 'B' from 'B+' due to the
potential of breaching the debt leverage bank covenant during
2003, the possibility of revenue loss as national carriers
extend their Global System for Mobile Communications build, and
overall slower industry growth.

"In addition, the payment of cash dividends on the company's
senior exchangeable preferred stock commencing August 2003 could
affect the growth of the company's free cash flow," said
Standard & Poor's credit analyst Rosemarie Kalinowski.

The rating was removed from CreditWatch. The outlook is
negative. Alexandria, Minnesota-based Rural Cellular provides
wireless voice services to more than 722,000 subscribers in
rural markets covering the Midwest, Northeast, South and
Northwest regions of the U.S. As of December 31, 2002, total
debt outstanding was about $1.3 billion.

In fiscal 2002, total revenue growth declined to 4% compared to
24% in 2001, reflecting slower subscriber growth and a
significant decline in roaming revenue growth. Roaming revenue,
which comprises about 27% of total revenue, has been affected by
the decline in roaming yield, offsetting some increased roaming
minutes of use. Overall roaming revenue is expected to be
relatively flat in 2003. While Rural Celluar is expected to
receive rural Eligible Telecommunications Carrier status in five
additional states, the new revenue generated is anticipated to
be minimal in the near term.

Net customer additions were about 60,000 in 2002, compared to
about 85,000 in 2001 reflecting slower industry growth and
greater competition from national carriers. Even though the
company deployed local area plans in the second quarter of 2002
to stimulate growth, overall subscriber growth is anticipated to
be moderate in 2003.

Although the company's free cash flow position has improved
steadily, the payment of cash dividends on its senior
exchangeable preferred stock starting in August 2003 and on its
junior exchangeable preferred beginning February 2005 will
likely affect free cash flow growth. Annual dividend payment for
each issue approximates $30 million. In addition, debt
maturities increase beginning in 2004.


SAFETY-KLEEN CORP: Inks Maintenance Agreement with Ryder Truck
--------------------------------------------------------------
Safety-Kleen Systems wants to enter into a master vehicle
maintenance agreement with Ryder Truck Rental, Inc. by which
Ryder will provide vehicle maintenance and related services to
Systems.  The estimated annual cost of services to be performed
by Ryder under this Agreement is $12,900,000.

The Debtors' Branch Sales and Service Division provides parts
cleaner and other specialized services to automotive repair,
commercial and manufacturing customers.  Systems maintains
approximately 2,500 vehicles in its Fleet to service these
customers.

Historically, Systems has utilized over 4,500 separate vehicle
maintenance vendors to repair and maintain the Fleet at over 200
facilities located throughout Canada, Puerto Rico, and the
United States.  Unfortunately, the extremely high number of
Vendors is administratively inefficient, unnecessarily
expensive, and precludes the Debtors from developing economies
of scale, effective budgeting processes and reduced pricing
arrangements for purchasing vehicle parts and servicing the
Fleet.  Moreover, the Debtors are forced to employ a
significant number of individuals to coordinate, monitor and
invoice the multitude of vendors.

As part of the Debtors' reorganization efforts, and to increase
efficiencies, eliminate repetitive repairs, and reduce costs,
Systems undertook an initiative to reduce the number of Vendors
that service the Fleet.  As part of this initiative, Systems'
logistics and transportation department devoted considerable
time and attention to improving its Fleet maintenance service
program and developed a program that will result in considerable
cost savings while ensuring continued compliance with all
federal, state, local, and other transportation rules and
regulations.

To implement the maintenance program, Systems commenced a
thorough bidding process to locate and employ vendors able to
provide Systems' Fleet maintenance.  Systems drafted a Request
for Proposal setting forth their requirements for vehicle
maintenance services and contacted 24 vendors regarding the RFP,
of which 12 responded.  At the time of formal bid submission,
six prospective vendors met the deadline and submitted complete
bids.

After Systems thoroughly reviewed each bid, Ryder became the
prospective lead Vendor based on their proximity to each of
Systems' facilities, overall pricing, and level and scope of
services.  As such, Systems entered into arm's-length
negotiations with Ryder.  These negotiations culminated with the
Agreement, under which Ryder will serve as the maintenance
provider for approximately 85% to 90% of the Fleet.

The overall maintenance costs for the Fleet in 2002 were
approximately $20,000,000.  Under the maintenance program -- of
which the Agreement is a major component providing for
maintenance of 85% to 90% of the Fleet -- the costs are
approximately $15,800,000.  The Debtors disclose that they
intend to sign vehicle maintenance agreements with other
Vendors to provide for Systems' remaining Fleet service needs.
Accordingly, the implementation of the maintenance program and
entry into the Agreement will result in annual savings of
approximately 20%, not including the projected savings on fuel
costs that will result by Systems purchasing fuel in bulk.

The salient terms and conditions of the Agreement are:

         (1) Term of Agreement.  The term of the Agreement will
             be for three years beginning on the Effective Date.
             Unless either Party notifies the other 180 days
             before the end of the Agreement, the Agreement will
             automatically renew for an additional three years.
             Either party may terminate the Agreement, after
             January 1, 2004, at any time without cause on 90
             days' written notice to the other;

         (2) Maintenance Obligations.  Ryder will have the
             continuing duty to maintain the vehicles in the
             Fleet:

                (i) in good operating condition;

               (ii) in compliance with applicable federal, state
                    and local statutes, regulations, ordinances,
                    rules, requirements, standards, policies,
                    guidelines, proclamations, and other laws,
                    including those pertinent to minimum safety
                    standards or over-the-road vehicles and
                    emissions controls, and

              (iii) in compliance with preventative maintenance
                    scheduling and inspection programs;

         (3) Record Keeping Obligations.  Ryder will keep records
             of maintenance -- whether preventative or otherwise
             -- repairs, fueling, and washing and will maintain a
             log or other similar record pertinent to each
             vehicle it services listing dates of inspection,
             services and repairs to each vehicle, a description
             of the inspection, maintenance services or repairs
             rendered on each date, the mileage appearing on the
             vehicle's dometer on each date, and comments
             regarding the general condition of the vehicle and
             any other information agreed to by the parties.
             Ryder will promptly forward a copy of the log or
             record to Systems upon its request;

         (4) Breakdown Coverage.  Ryder will provide, at its
             expense, emergency road assistance and towing
             services for the vehicles in the event of a
             mechanical breakdown or tire failure.  For all
             other breakdowns, Ryder will provide the same
             assistance but at Systems' expense; and

         (5) Indemnification.  Ryder will indemnify and hold
             harmless Systems and its affiliates, and their
             past, present and future employees from any and
             all claims suffered as a result of any negligent
             act or omission of Ryder, its employees, agents
             or authorized subcontractors, or any breach by
             Ryder of the Agreement.

             Systems will indemnify and hold harmless Ryder
             and its affiliates and their present, past and
             future employees from and against any and all
             claims suffered as a result of any negligent act
             or omission of Systems, its employees, agents or
             authorized subcontractors, or any breach by
             Systems of the Agreement. (Safety-Kleen Bankruptcy
             News, Issue No. 53; Bankruptcy Creditors' Service,
             Inc., 609/392-0900)


SEITEL INC: Expects to Commence OTCBB Trading on Monday
-------------------------------------------------------
Seitel, Inc., (NYSE: SEI) expects its shares to be quoted on the
Over-The-Counter Bulletin Board (OTCBB) as of Monday, March 17,
2003, under a new trading symbol yet to be assigned. The OTCBB
is a regulated quotation service that displays real-time quotes,
last-sale prices and volume information on more than 3,700
equity securities.

The New York Stock Exchange announced its determination to
suspend trading in Seitel's common stock prior to the opening of
market trading on Monday, March 17, 2003. It is expected that
the NYSE will commence proceedings to delist the Company's
common stock in the immediate future. The Company anticipates
working with the NYSE to ensure a smooth transition to the
OTCBB.

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

As reported in Troubled Company Reporter's March 4, 2003
edition, Seitel, Inc., and its Noteholders amended their
existing standstill agreement to require that the documents
necessary for a restructuring be completed by April 10, 2003.
Previously, these documents were required to be substantially
completed by February 28, 2003. The amendment also eliminates
the requirement for the parties to reach an agreement in
principle for the restructuring by an earlier date.


SIERRA HEALTH: Capital Concerns Prompt S&P to Assign B+ Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+'
counterparty credit rating to Las Vegas, Nevada-based Sierra
Health Services Inc., based on Sierra's marginal level of
consolidated capital adequacy at the operating-company level,
geographic/client concentration, and historical earnings
weakness stemming from its presence in Texas healthcare market
and the California workers' compensation market. Offsetting
factors include its very good business position in Nevada
(particularly the high-growth Las Vegas area), more focused
business profile, and improved financial leverage and interest
coverage.

Standard & Poor's also said that it assigned its 'B+' senior
debt rating to Sierra's $100 million 2.25% senior convertible
debentures, which are due in 2023. The outlook is stable.

"Despite improved bottom-line performance in 2002, the company's
capitalization on a risk-adjusted basis is considered marginal,"
said Standard & Poor's credit analyst Joseph Marinucci. Sierra's
health insurance business is essentially confined to the Nevada
marketplace, which exposes the company more significantly to
adverse developments on the legislative, regulatory, and
economic fronts. These events might include--but are not limited
to--provider contracting restrictions, pricing constraints, and
deterioration of general business conditions.

A significant percentage of cash flow available to the parent
company consists of management fees charged to its lead
operating company, Health Plan of Nevada Inc. Sierra also
maintains a significant presence in the TRICARE market, where it
provides health care-related services to more than 675,000
eligible members. As of Dec. 31, 2002, this market constituted
about 55% of Sierra's member base.

Sierra continues to be well positioned in its core Nevada
marketplace. The company operates via a mixed-model approach in
the Las Vegas market. This includes the company's multi-
specialty medical group, Southwest Medical Associates, which
serves as a source of competitive advantage for the company in
its core Las Vegas market. SMA provides medical services to
about 75% of the company's southern Nevada HMO members.


SOLECTRON: David Everett Named EVP, Sales & Account Management
--------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management services,
announced the appointment of David Everett as executive vice
president, worldwide sales and account management.

Everett, who joined Solectron this week, is responsible for
forging strong long-term customer relationships; growing
revenues; developing major accounts; building high-performance
sales teams; and creating a dynamic sales infrastructure. He is
a corporate officer and reports to Mike Cannon, president and
chief executive officer.

"With more than 20 years of high-tech sales and sales leadership
experience, David will be instrumental in developing the teams,
processes and tools necessary to strengthen customer
relationships, drive new business and demonstrate to customers
the value of leveraging Solectron's suite of products and
services," Cannon said.

Everett most recently was senior vice president and general
manager of the Platform Enabling Division of Phoenix
Technologies, a publicly traded provider of device-enabling and
management software products for personal computers and other
digital products. At Phoenix, where he spent seven years in two
engagements starting in 1995, he built a sales team that
generated more than 20 percent growth in PC sales and expanded
market share to more than 90 percent. Prior to Phoenix, Everett
was president and chief executive officer of Dynamic Pictures, a
California-based start-up workstation graphics company acquired
by 3-D Labs. Everett also served as executive vice president of
sales and marketing for SyQuest Technology, and earlier he was
senior vice president, sales and corporate marketing, at Wyse
Technology. At Wyse, Everett developed a selling organization
that achieved 85 percent market share in video display
terminals.

His international experience includes establishing or revamping
sales offices and teams in more than 20 countries in Asia,
Europe and the Americas.

Everett holds a bachelor's degree in business administration
from Michigan State University and attended the MBA program at
Wayne State University.

Solectron also said that two company officers, Dan Perez,
executive vice president, worldwide account management and
marketing, and Sandy Ro, a senior vice president in Global
Operations, have left the company.

Solectron -- http://www.solectron.com-- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award.

As reported in Troubled Company Reporter's February 17, 2003
edition, Fitch Ratings assigned a 'BB+' senior secured rating to
Solectron Corporation's new bank credit facility. Solectron's
'BB' senior unsecured debt and 'B+' Adjustable Conversion Rate
Equity Security Units are affirmed. The Rating Outlook remains
Negative.

Solectron recently announced a new $450 million senior secured
credit facility consisting of a $200 million 364-day revolver
facility and a $250 million multi-year facility due 2005. The
company's previous facility was $500 million. The new facility
is secured by the company's domestic assets and benefits from a
covenant package that limits excess leverage, protects against
ongoing operating losses, and requires a minimum liquidity
profile. Fitch's rating of the secured bank facility also
recognizes the senior position the facility has in the company's
capital structure and the large amount of capital junior to the
bank facility. If fully drawn, Fitch estimates the senior
secured credit facility would represent approximately 10% of the
company's capital structure.

The company's ratings continue to reflect the challenging demand
environment for technology, especially telecommunications,
pricing pressures for printed circuit board fabrication, lower
but improved capacity utilization levels, and event risk of
restructuring programs. The ratings also consider Solectron's
top-tier position in the electronic manufacturing services
industry, consistent operating cash flow and free cash flow,
diversity of end-markets and geographies, altered capital
structure, solid cash position, and recent working capital
improvements (mostly from increased inventory turns) albeit in
an industry downturn. The Negative Rating Outlook indicates that
if adverse market conditions persist, outsourcing contracts do
not materialize from new customers, the company makes
significant cash acquisitions, or if it is unsuccessful in
execution of announced restructurings, the ratings may be
negatively impacted.


SOUTHERNERA RESOURCES: Resolves to Support Messina Debt Workout
---------------------------------------------------------------
The Board of SouthernEra Resources Limited has resolved to
support its 70.9 percent-owned subsidiary Messina Limited in its
endeavours to restructure its balance sheet with a view to the
reduction of Messina's debt.

SouthernEra will support and underwrite a Messina rights offer.
This support is subject to agreement with Messina on the terms
of a rights offer as well as the associated regulatory process
in South Africa.

SouthernEra Resources is an independent producer of platinum
group metals and diamonds. The company also has an extensive PGM
and diamond exploration program. The common shares are listed on
the Toronto Stock Exchange and the London Stock Exchange AIM.

                          *    *    *

As reported in Troubled Company Reporter's February 24, 2003
edition, SouthernEra Resources Limited completed its previously
announced equity financing with a syndicate led by Griffiths
McBurney & Partners and including BMO Nesbitt Burns Inc., CIBC
World Markets Inc., Haywood Securities Inc., Sprott Securities
Inc. and Canaccord Capital Corporation for gross proceeds of
C$69.75 million. The financing consisted of 9 million common
shares at C$7.75 per share.

The proceeds of the financing will be used to support debt
restructuring, further develop the greater Messina platinum
group metal mine, working capital requirements, future expansion
efforts and general corporate purposes.


SUPERIOR TELECOM: UST Schedules Sec. 341(a) Meeting for April 12
----------------------------------------------------------------
The United States Trustee will convene a meeting of Superior
Telecom Inc., and its debtor-affiliates' creditors at 11:00 a.m.
on April 14, 2003 in Room 2112, 2nd Floor, J. Caleb Boggs
Federal Building, Wilmington, Delaware. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Superior TeleCom Inc., a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls, filed for
chapter 11 protection on March 3, 2003 (Bankr. Del. Case No. 03-
10607).  Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski, Stang, Ziehl Young Jones & Weintraub represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed $861,716,000 in
total assets and $1,415,745,000 in total debts.


TENNECO AUTOMOTIVE: Elects Charles W. Cramb as New Director
-----------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that Charles W. Cramb
has been elected to the company's board of directors. Charles
Cramb has been senior vice president and chief financial officer
of the Gillette Company, a $9 billion global manufacturer and
marketer of consumer products, since 1997. He joined Gillette in
1970.

"We are extremely pleased to have the outstanding business
experience and strong financial background of Charles Cramb on
our board," said Mark Frissora, Tenneco Automotive chairman and
CEO.  "We look forward to his leadership and insight as we
continue to implement our strategic plan for growing our global
transportation business."

Mr. Cramb served as corporate vice president and corporate
controller for Gillette from 1995 to 1997. Prior to that, he
held a series of senior financial management positions in both
Gillette's United States and European operations.

Mr. Cramb is director and vice chairman of the Private Sector
Council and a member of the Finance Council of the American
Management Association.

Tenneco Automotive, whose December 31, 2002 balance sheet shows
a total shareholders' equity deficit of about $94 million, is a
$3.5 billion manufacturing company headquartered in Lake Forest,
Ill., with 19,600 employees worldwide.  Tenneco Automotive is
one of the world's largest producers and marketers of ride
control and exhaust systems and products, which are sold under
the Monroe(R) and Walker(R) global brand names.  Among its
products are Sensa-Trac(R) and Monroe(R) Reflex(TM) shocks and
struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(TM)
mufflers and Dynomax(TM) performance exhaust products, and
Monroe(R) Clevite(TM) vibration control components.


TERMOEMCALI: Fitch Further Junks 10.125% Bonds Rating to CC
-----------------------------------------------------------
Fitch Ratings has lowered the rating on the TermoEmcali Funding
Corp.'s US$165 million 10.125% senior secured bonds due 2014 to
'CC' from 'CCC'. The rating remains on Rating Watch Negative.
Fitch believes that default is highly probable at the 'CC'
rating level.

The rating action follows the Empresas Municipales de Cali
payment default under the 20-year power purchase agreement with
TermoEmcali, and reflects the higher level of uncertainty in
receiving future Emcali payments. As a result of the PPA payment
default, Fitch has lowered Emcali's implied foreign currency
rating to 'D' from 'CCC.' Emcali is the contractual offtaker of
the TermoEmcali project under the 20-year PPA and is the
project's sole source of revenue.

As previously stated in the Fitch press release dated
February 4, 2003, a federal government resolution implemented in
late January 2003 by the Superintendence of Public Services
(Superintendent) addressed a possible liquidation of Emcali in
the near term. A subsequent resolution announced on March 5,
2003 further clarify the extent of the Superintendent's takeover
of Emcali for liquidation purposes and included the suspension
of all Emcali payment obligations accrued up to the date of the
March 5th resolution. As a result of the March 5th resolution,
Emcali failed to make a PPA payment of approximately US$4.2
million due on March 6, 2003. Total outstanding PPA payments
that Emcali owes to TermoEmcali amount to approximately US$19
million. Going forward, it is uncertain whether Emcali will be
able to resume its contractual payment obligations to
TermoEmcali.

Although TermoEmcali has sufficient funds to fully cover the
upcoming US$5.3 million debt service payment on March 15, 2003
without relying on its debt service reserve, TermoEmcali's
liquidity position will diminish over the coming months and will
likely require external liquidity support for subsequent debt
payments on the project bonds. TermoEmcali's external liquidity
sources include two letter of credit-backed reserve funds: a
letter of credit that backstops Emcali's PPA obligations of
approximately US$11.3 million, and a US$12.4 million debt
service reserve letter of credit, which was recently renewed and
currently expires in April 2004. It is uncertain at this time
whether the Emcali PPA-letter of credit will be available to
TermoEmcali.

The Rating Watch Negative addresses the heightened degree of
uncertainty related to TermoEmcali's ability to continue to meet
its subsequent quarterly debt service payments on a timely basis
without external liquidity support, the possible renegotiation
of the TermoEmcali PPA, and the possibility of Emcali's
liquidation over the near term. Emcali is the exclusive provider
of electrical power services, water and sewer services and local
exchange telephone services in the city of Cali, Colombia. The
company is wholly owned by the city of Cali. TermoEmcali is
owned 54% by InterGen, a subsidiary of Bechtel and Shell, 43% by
Emcali, and 3% by Corporation Financiera del Pacifico and other
private investors.


TEXAS COMM'L ENERGY: Initiates Plan to Refocus on Small Market
--------------------------------------------------------------
According to a negotiated plan, the company reduces load and
customer base, while continuing normal business operations and
beginning development of a reorganization plan.

On Friday, March 7, the U. S. Bankruptcy Court for the Southern
District of Texas - Corpus Christi approved Texas Commercial
Energy's (TCE) motion to work with Affiliated Retail Electric
Providers (AREP), the Public Utility Commission of Texas (PUCT),
and the Electric Reliability Council of Texas (ERCOT) to develop
a market-based solution to reducing the company's load of
electricity provided to customers. The negotiated customer plan
was finalized on March 11, 2003

"TCE made the difficult decision to seek reorganization to
provide our customers as much time and flexibility as possible
while the company resolved challenging business issues," said
Scott Hart, president of TCE. "The good faith efforts of energy
market participants working together to keep customers'
interests first while retooling a business plan is a good sign
that deregulation in Texas is working."

"TCE is pleased that the negotiated plan enables us to retain
more than 1,000 small commercial customers representing over
5,000 meter locations, while reducing our load by 80 percent,"
Hart stated. These retained customers will see no changes or
disruptions in their service.

Hart added, "Negotiating a reasonable customer plan was a
crucial first step in the successful reorganization of TCE. As
we continue serving these customers and helping transition
others, we look forward to moving through the reorganization
process as quickly as possible without further disruption or
inconvenience to any customers."

Other TCE customers which are eligible for "Price to Beat"
tariffs are being switched beginning March 13 from TCE to the
appropriate AREP.

Customers with meters larger than 1 megawatt (MW) are ineligible
for PTB tariffs and are being switched to the "Provider of Last
Resort" beginning March 13. TCE is encouraging these customers
to immediately find an alternative supply arrangement in order
to minimize their exposure to POLR tariffs, which have been
quite volatile over the past two months.

"While TCE was only able to negotiate a few days notice for the
1 MW meter locations, we hope that even this brief notice will
help customers' transition be less disruptive," Hart noted.

TCE is in the process of contacting all customers to fully
explain their situation, options and procedures. Once switching
occurs for designated customers, they will no longer have any
contractual obligations to TCE that inhibit them from
negotiating another supply agreement with another Retail
Electric Provider. A final bill from TCE will be sent shortly
after service is switched and new providers will immediately
assume responsibility for switching, billing and other customer
service.

Upon completion of the market-based solution for customers, TCE
was authorized by the court to continue normal business
operations as a reorganization plan is developed. Specifically,
TCE was authorized to pay pre- and post-petition employee
compensation and benefits. The company may also continue using
its bank accounts, enabling fulfillment of post-petition
obligations to suppliers and creditors without disruption. For
pre-petition claims, a May 6, 2003 filing date was set. Vendors
and other claimants may obtain a copy of the required form for
filing from http://www.uscourts.gov/bankform/formb10new.pdf

      Texas Commercial Energy is Transferring Some Customers
                    to the Following Entities

All Transferred Customers that qualify for Price to Beat (PTB)
service (those customers with under one megawatt peak load)
shall be served by the applicable Affiliated Retail Electric
Providers (AREP), in accordance with the Transmission and
Distribution Service Provider (TDSP) service area, and shall be
served pursuant to the applicable PTB tariffs for each service
area, on file with the Public Utility Commission of Texas.

TDSP Service Area                 AREP (Price to Beat)
-----------------                 --------------------
AEP Texas North -                 WTU Retail Energy

AEP Texas Central                 CPL Retail Energy

Texas New Mexico Power            First Choice Power

Oncor                             TXU Energy

Oncor (former SESCO service area) TXU SESCO Energy Services

Centerpoint Houston Electric      Reliant Energy Retail Services

POLR Customers

All customers transferred to the Provider of Last Resort (POLR)
(those customers with over 1 megawatt peak load) shall be served
by Reliant Energy Solutions in accordance with the applicable
POLR tariff provisions, on file with the Public Utility
Commission of Texas.


TODAY'S MAN: Court Moves Schedule Filing Deadline to April 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
Jersey gave Today's Man, Inc., and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until April 3, 2003 to
file these required documents.

Today's Man, Inc., an operator of men's wear retail stores
specializing in tailored clothing, furnishings, sports wear and
shoes, filed for chapter 11 protection on March 4, 2003 (Bankr.
N.J. Case No.: 03-16677).  Michael J. Shavel, Esq., at Blank,
Rome, Comisky & McCauley  represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $37,800,000 in total assets and
$36,500,000 in total debts.


TRANSTEXAS GAS: Has Until Today to Make Lease-Related Decisions
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of Texas, Transtexas Gas Corporation obtained an extension of
its time period to determine whether to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.  The Court gives the Debtor until March 14, 2003 to
decide on their unexpired leases, subject to a further request
for an extension.

TransTexas Gas Corporation, a company involved in the
exploration for, production and sale of natural gas and oil,
filed for chapter 11 protection on November 14, 2002 (Bankr.
S.D. Tex. Case No.: 02-21926).  Stephen A. Roberts, Esq., at
Strasburger & Price LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from its creditors it listed assets of over a hundred million
and debts of over $300 million.


TRUMP CASINO: S&P Rates Corporate Credit & Sr Secured Debt at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit and senior secured debt ratings to Trump Casino Holdings
LLC, the newly formed parent company of Trump Marina Associates
L.P. (formerly Trump Castle Associates L.P.), Trump Indiana
Inc., and Trump Management Services LLC.

Standard & Poor's also assigned its 'B-' rating to the proposed
$420 million first priority mortgage notes due March 15, 2010,
and its 'CCC' rating to the proposed $50 million second priority
mortgage notes due September 15, 2010, that will be jointly
issued by TCH and its subsidiary, Trump Casino Funding Inc.
Moreover, an affiliate of TCH has agreed to purchase an
additional $15 million aggregate principal amount of second
priority mortgage notes. The outlook is stable.

At the same time, Standard & Poor's has placed its 'CCC'
corporate credit rating for TCH affiliate, Trump Atlantic City
Associates, on CreditWatch with positive implications. Standard
& Poor's expects to raise the corporate credit and senior
secured debt ratings on TAC to 'CCC+' with a stable outlook upon
a successful sale of the TCH's proposed notes. "The expected
upgrade reflects the improved financial flexibility for the
consolidated group of Trump companies with the proposed
refinancing that alleviates near-term debt maturities; the good
performance at Taj Mahal and Plaza that has created cushion
against any effect from the opening of Borgata in mid-2003; and
the company's ability to meet debt service requirements in the
near term," said Standard & Poor's credit analyst Michael
Scerbo.

Standard & Poor's expects to withdraw its 'CCC' corporate credit
and senior secured debt ratings for Trump Hotels & Casino
Resorts Holdings L.P., the parent company of TCH and TAC, upon
consummation of the TCH note offering. It is anticipated that
the new notes offered by TCH will refinance the remaining
outstanding balance of THCR's 15.5% senior notes due 2005.

TCH and TAC are two primary operating subsidiaries of Atlantic
City, New Jersey-based THCR. TCH will generate cash flow from
Atlantic City-based Trump Marina; the company's Gary, Indiana-
based riverboat; and the Trump 29 management contract. At the
same time, TAC will continue to generate cash flow from its two
Atlantic City-based properties, Trump Taj Mahal and Trump Plaza.

Proceeds from TCH's proposed note offerings are expected to be
used to refinance the outstanding debt obligations of Trump
Castle Associates L.P. and Trump Castle Funding Inc.; Trump
Indiana's bank debt; and repay the outstanding balance of THCR's
15.5% senior notes due 2005. Pro forma for the transaction, TCH
is expected to have approximately $480 million in debt.

The ratings for TCH and TAC are linked given their common parent
company. Standard & Poor's will continue to monitor the
consolidated performance of THCR, as well as the individual
performance of TCH and TAC. Although covenants under the bond
indenture for the proposed notes limit transactions with
affiliates, management decisions in the interest of the parent
company and shareholders may not always be fully aligned with
the interests of TCH bondholders. Aside from the limitation on
transactions with affiliates, bondholders are expected to
benefit from the excess cash flow offer requirement, which is
designed to require that excess free cash flow generated by TCH
be applied toward debt reduction.


TULLAS CDO: Fitch Places Class C's Junk Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the following classes of notes issued
by Tullas CDO Ltd., a collateralized debt obligation, on Rating
Watch Negative:

             -- Class A rated 'BBB+';

             -- Class B rated 'BBB-';

             -- Class C rated 'CCC'.

The aforementioned classes have been placed on Rating Watch
Negative due to the uncertainty of the timing and ultimate
resolution of current impaired assets as well as the continuing
risk of deterioration in the portfolio.

Tullas CDO Ltd. is comprised of a static portfolio of assets
held physically as well as a series of assets that are
referenced through a credit linked note (CLN). The transaction
has experienced impairment of assets held physically as well as
through its CLN, which are expected to incur losses. The timing
and ultimate recovery value of several of these assets is
uncertain and may be below Fitch's assumed recovery values. This
transaction also contains assets that have experienced credit
deterioration but are not currently impaired. It is unclear
whether the credit quality of these assets has stabilized,
thereby increasing the risk that the portfolio's credit
deterioration will continue. Deterioration of certain exposures
to underperforming sectors such as CDOs, aircraft
securitizations, emerging markets, and manufactured housing has
contributed to the ratings deterioration of this transaction.

Barclays Bank Plc (Barclays) is the arranger and portfolio
administrator for Tullas CDO Ltd. Barclays is also the issuer of
the CLN in Tullas CDO Ltd.'s portfolio. As such, Barclays can
replace reference obligations in accordance to guidelines set
forth in the CLNs' governing documents.

In order to provide additional information to investors in this
transaction as well as other Barclays arranged CDOs, Fitch has
listed on its web site the collateral or reference pool for the
substantial majority of Barclays arranged CDOs as well as
whether any such collateral/reference obligations have defaulted
or are the subject of credit/trigger events.


TYCO: Names Terry Sutter President of Plastics & Adhesives Unit
---------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced the appointment of Terry A. Sutter as President of
Tyco Plastics & Adhesives. Mr. Sutter succeeds David Robinson,
who was recently appointed President of Tyco Fire & Security.
Mr. Sutter joins Tyco from Cytec Industries, one of the world's
leading specialty chemicals companies, where he has served as
President of the Specialty Chemicals division since 2002.

As Tyco Plastics & Adhesives' top officer, Mr. Sutter will be
responsible for the operations of a leading manufacturer and
maker of plastic film, molded products, adhesives and laminates,
serving clients in the retail, industrial, automotive,
agricultural, housing and food packaging markets. He will report
to Tyco Chairman and Chief Executive Officer Ed Breen.

Mr. Breen said: "Terry joins the company with an excellent
background in running a worldwide specialty chemicals operation.
In addition, his extensive experience overseeing new product
development and implementing Six Sigma fits perfectly with our
new focus on organic business growth and operating efficiencies.
I know he will play a significant role as we work to capitalize
on our strengths in this business."

Mr. Sutter said: "I'm very excited to be joining the new
management team at Tyco and to have the opportunity to develop
Tyco Plastics & Adhesives' strong potential. Tyco's Plastic &
Adhesives businesses operate in a fragmented industry sector,
and our leadership position in these markets offer long-term
opportunities for growth. I look forward to enhancing our
competitive position and improving efficiencies and cash flows."

Prior to joining Cytec, Mr. Sutter served as President, Industry
Solutions at Honeywell/Allied Signal, Inc., where he had
responsibility for a $1.5 billion business unit with over 6,000
employees worldwide.  While at Honeywell/Allied Signal, Mr.
Sutter also served as Vice President-General Manager, Fluorine
Products and Vice President, Marketing & Business Development.
Mr. Sutter also spent eight years at Morton International in its
Adhesives and Specialty Polymers Group, most recently serving as
the business manager of the Thermoplastic Polyurethanes
division. Prior to that, Mr. Sutter spent two years as a
research engineer at Pennzoil Products.

Mr. Sutter holds an M.B.A. from the University of Chicago, an
M.S. in chemical engineering from Texas A&M, and a B.S. in
chemical engineering from the University of Missouri.

Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection and
electronic security systems and the world's largest manufacturer
of specialty valves. Tyco also holds strong leadership positions
in medical device products, and plastics and adhesives. Tyco
operates in more than 100 countries and had fiscal 2002 revenues
from continuing operations of approximately $36 billion.


TYCO INT'L: Expecting Up to $325M in Non-Cash Pre-Tax Charges
-------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced that in the quarter ending March 31, 2003, it expects
to take non-cash, pre-tax charges that are estimated to be
between $265 million and $325 million for issues identified
primarily in its Fire & Security Services business.  These
charges are expected to lower earnings by $0.09 to $0.11 per
share.

In the Company's Forms 10-K and 8-K filed December 30, 2002,
based on Tyco's review and analysis of its accounting and
internal procedures during the second half of 2002, the Company
committed to implementing a process of intensified internal
audits, detailed controls and in-depth operating reviews of each
business segment. As a result of these audits and reviews, Tyco
has identified a number of issues, primarily in its Fire &
Security Services business.  These charges result from
conforming certain accounting policies across a number of Fire &
Security European businesses that were recently reorganized
under a single management team, improving compliance with other
existing policies, conducting additional account reconciliation
procedures, as well as other matters.

The Company's process of intensified internal audits and
detailed controls and operating reviews of business segments is
still in its implementation phase and is designed both to
identify any legacy accounting issues, but also, and more
importantly, to create and maintain on an ongoing basis the
policies and culture that will meet Tyco's goals of integrity
and transparency in all of its business practices.  The Company
anticipates that intensified audits and reviews will remain a
continuing part of Tyco's regular operational procedures.

                       Updated Guidance

The Company has tightened its cash flow guidance for fiscal 2003
to a range of $2.6 billion to $3.0 billion.  Under a new
definition of free cash flow that the Company will adopt
beginning in the current fiscal quarter, free cash flow for the
fiscal year is expected to range from $1.45 billion to $1.85
billion.  In determining free cash flow under this new
definition, the Company will include the effect of spending on
ADT dealer account acquisitions as well as purchase accounting
and holdback liabilities related to prior acquisitions.

The Company also said that because of a weakening in the
economies in which it operates, particularly over the past 30
days, as well as declining margins at Tyco Fire & Security, the
Company has reduced its operational fiscal 2003 EPS guidance,
excluding the non-cash charges announced, to a range of $1.40 to
$1.50.  Including these non-cash charges, EPS for the year
is expected to range from $1.30 to $1.40.

The Company will discuss these issues and the updated guidance
at its investor conference on Thursday, March 13.  This
conference will be web cast at http://www.tyco.combeginning at
8:15 a.m. EST.

        New Leadership at Tyco Fire & Security Services

Tyco also announced today that it has appointed David Robinson,
currently the President of Tyco Plastics & Adhesives, as
President of the Company's Fire & Security Services segment. The
Company terminated Jerry Boggess, who had served as President of
Tyco Fire & Security Services.  Earlier, in January of this
year, Tyco appointed Mark Schmitz, a 20-year veteran of General
Motors, as Chief Financial Officer of Tyco Fire & Security.

As a result of Mr. Robinson's appointment to head the Fire &
Security Services segment, Tyco has named Terry Sutter, the
former President of Specialty Chemicals at Cytec Industries, to
succeed Mr. Robinson as President of Tyco Plastics & Adhesives.

Ed Breen, Chairman and Chief Executive Officer of Tyco,
commented: "Our Fire & Security unit has solid business
fundamentals. The demand for Fire & Security's 'life safety'
services and products remains strong in these uncertain times,
and its powerful brand names, with leading positions in
global markets, provide steady recurring revenue.  However, we
have concluded that management changes are necessary in order
for us to fully address the opportunities in this business,
strengthen its operating margins, improve performance and make
it a more efficient and well-run enterprise."

Mr. Breen continued.  "We believe Dave Robinson is the right
person to take the helm of the large businesses that make up
Fire & Security.  He represents an unusual combination of
leadership, hands-on management skills, industrial and consumer
experience, financial expertise and personal integrity.  We
recruited him to Tyco late last year because he reflects the
uncompromising, high standards we are setting for leaders
throughout the new Tyco.  I have confidence in the future of the
Fire & Security business under Dave Robinson and expect that it
will improve its performance and make an important contribution
to Tyco's long-term success."

Mr. Robinson said:  "Tyco Fire & Security is a great business
with terrific products, enviable market share and outstanding
employees.  I intend to move quickly to improve upon every
aspect of its operations.  I will work with Ed Breen and his
team to improve the performance and productivity of this
business and set the highest standards of quality in delivering
products and services to our customers."

                 Background on David Robinson

Mr. Robinson was brought to Tyco by Mr. Breen in November 2002.
Prior to joining Tyco, Mr. Robinson had over 17 years of
experience with Motorola (formerly General Instrument).  In
addition to his position as Executive Vice President and
President of its Broadband Communications Sector, Mr. Robinson
also served as Senior Vice President and General Manager,
Digital Network Systems; Director, Cableoptics, Wireless and
Headend; Product Manager; and Financial Analyst during his
career at General Instrument. Mr. Robinson graduated with a B.A.
from Bates College and received his M.B.A. in general management
from The Amos Tuck School, Dartmouth College.

                 Background on Terry Sutter

Mr. Sutter joins Tyco from Cytec Industries, one of the world's
leading specialty chemicals companies, where he has served as
President of the Specialty Chemicals division since 2002.  Prior
to joining Cytec, Mr. Sutter served as President, Industry
Solutions at Honeywell/Allied Signal, Inc., where he had
responsibility for a $1.5 billion business unit with over 6,000
employees worldwide.  While at Honeywell/Allied Signal, Mr.
Sutter also served as Vice President-General Manager, Fluorine
Products and Vice President, Marketing & Business Development.
Mr. Sutter also spent eight years at Morton International in its
Adhesives and Specialty Polymers Group, most recently serving as
the business manager of the Thermoplastic Polyurethanes
division.

Tyco Fire & Security Services designs, manufactures, installs
and services electronic security systems, fire protection,
detection and suppression systems, sprinklers, and fire
extinguishers.  Tyco Fire & Security Services consists of more
than 60 brands that are represented in over 100 countries.
Its products are used to safeguard firefighters, prevent and
fight fires, deter thieves, and protect people and property.

Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


UNIROYAL TECH: Retirees Committee Gets OK to Hire Leone Halpin
--------------------------------------------------------------
The Official Committee of Retirees of Uniroyal Technology
Corporation obtained the approval from the U.S. Bankruptcy Court
for the District of Delaware to retain Leone Halpin & Kopinski,
LLP as committee counsel, nunc pro tunc to December 3, 2002.

The Committee taps Leone Halpin to represent it in these
bankruptcy proceedings, and perform the necessary legal services
for the Committee.

Leone Halpin's hourly rates in this kind of engagement are:

           Partners                     $172 to $225 per hour
           Associates                   $125 to $165 per hour
           Paralegals and Law Clerks    $85 per hour

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002
(Bankr. Del. Case No. 02-12471).  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at The Bayard Firm represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed $85,842,000 in
assets and $68,676,000 in debts.


UNISYS CORP: S&P Assigns BB+ Rating to $250M Senior Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Unisys Corp.'s $250 million senior unsecured notes due 2010 and
affirmed its 'BB+' corporate credit and senior unsecured debt
ratings on the company. The proceeds from the notes will be used
for general corporate purposes. The outlook is stable.

Most of the business for Blue Bell, Pennsylvania-based Unisys is
derived from its growing information services and customer
support segment, with reduced dependence on hardware systems.
The company had total debt outstanding of $830 million as of
December 2002.

"We expect Unisys to improve its market position and maintain an
appropriate financial profile for the ratings as economic
conditions improve," said Standard & Poor's credit analyst
Philip Schrank.

The company has focused its efforts on business process
outsourcing and enterprise server opportunities, while de-
emphasizing low-margin, commodity-based areas of the market.

To offset the scaling back or canceling many capital projects by
customers as a result of current global uncertainty and the
uncertainty as to the timing and the extent of the recovery,
Unisys has implemented cost-reduction actions and maintained
adequate financial flexibility to cushion near-term volatility.


UAL CORP.: Large Debt and Equity Transfers Require Notice
---------------------------------------------------------
               IN THE UNITED STATES BANKRUPTCY COURT
               FOR THE NORTHERN DISTRICT OF ILLINOIS
                          EASTERN DIVISION

In re:                         :  Chapter 11
                                :  Case No. 02-B-48191
UAL CORPORATION, et al., {1}   :  (Jointly Administered)
                                :  Honorable Eugene R. Wedoff
             Debtors.           :  Adv. Pro. No. 03 A 00061

            NOTICE OF (A) NOTIFICATION PROCEDURES
             APPLICABLE TO SUBSTANTIAL HOLDERS OF
               CLAIMS AND EQUITY SECURITIES AND
           (B) NOTIFICATION AND HEARING PROCEDURES
         FOR TRADING IN CLAIMS AND EQUITY SECURITIES

TO ALL PERSONS OR ENTITIES WITH CLAIMS
AGAINST OR EQUITY INTERESTS IN THE DEBTORS:

      PLEASE TAKE NOTICE that on December 9, 2002 (the "Petition
Date"), UAL Corporation, together with certain of its
subsidiaries and affiliates (collectively, the "Debtors"),
commenced cases under Chapter 11 of Title 11 of the United
States Code as amended from time to time (the "Bankruptcy
Code").

      PLEASE TAKE FURTHER NOTICE that, with respect to holders of
the Debtors' claims, on January 15, 2003 [Docket No. 6] and,
with respect to holders of the Debtors' equity interests, on
February 24, 2003 [Docket No. 103], the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division
(the "Court") entered orders (the "Orders") approving the
procedures set forth in the Orders (the "Notice Procedures") to
preserve the Debtors' net operating losses ("NOLs") in the
Adversary Proceeding No. 03 A 00061.

      Any sale or other transfer of equity securities in the
Debtors in violation of the Notice Procedures shall be null and
void ab initio and shall confer no rights on the transferee; any
sale or other transfer of claims against the Debtors in
violation of the Notice Procedures shall result in the required
disgorgement of such claim by acquirer prior to the consummation
of the reorganization of the Debtors.

      PLEASE TAKE FURTHER NOTICE that, pursuant to the Orders,
the Notice Procedures shall apply to holding, acquiring and
disposing, and any other transfers of CLAIMS AGAINST AND EQUITY
SECURITIES IN AND OF THE DEBTORS.

      PLEASE TAKE FURTHER NOTICE that any person or entity may
obtain a copy of the Orders, the Notice Procedures and the
forms of each of the required notices described therein by:

         1. Contacting:

              (a) the Official Copy Service at:
                  Merrill Corporation
                  250 South Wacker Drive, 4th Floor
                  Chicago, Illinois 60606
                  Attn.: Patrick Finnerty
                  Telephone: (312) 454-8516
                  Facsimile: (312) 930-5986

                       or

              (b) the Official Claims Agent at:
                  Poorman-Douglas Corporation
                  Attn.: UAL, P.O. Box 4390
                  Portland, Oregon 97208-4390
                  Telephone: (503) 277-7999
                  Facsimile: (503) 350-5230

                  or

         2. Retrieving the Orders, Notice Procedures, and forms
            at the following websites:

              (a) the official website of The United States
                  Bankruptcy Court, Northern District of Illinois
                  at either http://www.ilnb.uscourts.gov
                  (homepage) or
                  http://www.ilnb.uscourts.gov/chapter11/0248191
                  (the Mega Case section); and

              (b) the Debtors' private website at
                  http://www.pd-ual.com.

      PLEASE TAKE FURTHER NOTICE that the requirements set forth
in this Notice are in addition to the requirements of Rule
3001(e) of the Federal Rules of Bankruptcy Procedure and
applicable securities, corporate and other laws, and do not
excuse compliance therewith.

Dated: Chicago, Illinois
        February 28, 2003       UAL CORPORATION, et al.
                                Debtors and Debtors in Possession

------------

      {1} The Debtors are the following entities: UAL
Corporation, UAL Loyalty Services, Inc., Confetti, Inc., Mileage
Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com,
Inc., Cybergold, Inc., itarget.com, inc., MyPoints Offline
Services, Inc., UAL Company Services, Inc., UAL Benefits
Management, Inc., United BizJet Holdings, Inc., BizJet Charter,
Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air
Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel
Services, Inc., United Aviation Fuels Corporation, United Cogen,
Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide
Corporation, United Vacations, Inc., Four Star Leasing, Inc.,
Air Wis Services, Inc., Air Wisconsin, Inc., Domicile Management
Services, Inc.


VERTEL CORP: December 31 Balance Sheet Upside-Down by $630,000
--------------------------------------------------------------
Vertel Corporation (OTCBB:VRTL), a leading provider of
convergent network mediation and management solutions, reported
revenues of $2.0 million for the fourth quarter ended December
31, 2002, a 75% increase from the $1.1 million reported for the
same period in 2001. Compared to the previous quarter, revenues
in the fourth quarter were down 14%, from $2.3 million. The net
loss for the quarter was $3.0 million, an improvement over the
$4.7 million loss experienced during the same period a year ago.

For the full year 2002, revenues were $8.4 million, compared to
$10.6 million in 2001. The net loss for the year was $15.0
million, compared to a net loss of $12.1 million a year earlier.
The net loss in 2002 included a non-cash interest charge of
nearly $0.7 million related to the accretion of interest on a
convertible promissory note. In addition, there was a $7.8
million charge for goodwill impairment in 2002, compared to
goodwill amortization of $1.8 million in 2001.

Gross profits as a percentage of sales improved to 86 percent
for the fourth quarter of 2002, compared to a negative 39% for
the same period a year ago. Margins were 74 percent in the third
quarter of 2002 and 66 percent for the full year. "Despite a
very challenging telecommunications environment, we have
steadily improved margins in 2002," said Marc Maassen, President
and CEO of Vertel. "Direct expenses were down $4.4 million, to
$2.9 million for the year, compared to $7.3 million in 2001, a
decline of 60 percent. SG&A expenses were $12.1 million, down
6.4 percent from the nearly $13.0 million reported in 2001.

"We were able to grow sales with better margins three out of
four quarters in 2002, while reducing overhead and expenses.
This positions us well for growth - and profitability - when
there is an economic recovery in our industry," Maassen
explained.

In 2002, the Company consolidated all business units and product
lines around its newly branded M*Ware(TM), or Mediation Ware,
the company's trademarked software mediation and management
solutions. M*Ware enables the integration of existing networks
and applications, as well as the development of new network and
service management applications.

"Given the uncertain business environment, telecommunications
companies are likely to continue to limit major capital
purchases for much of 2003. We expect service providers,
equipment manufacturers and system integrators -- Vertel's core
customers -- to increasingly rely on convergent solutions like
Vertel's M*Ware to protect their existing network investments,
increase revenues, reduce their time to market and improve their
operational efficiencies," Maassen stated.

"Our key strategies for 2003 include providing innovative
solutions to Vertel's long-term global customers, continuing
penetration into major service providers, partnering with other
solution providers and integrators, and leveraging our worldwide
Professional Services solutions and delivery capabilities,"
Maassen said.

"As of December 31, 2002, the Company had an accumulated deficit
of $98.0 million and negative working capital of $252,000,
including cash of $881,000," said T. James Ranney, Interim Chief
Financial Officer. "In addition, since the beginning of the
year, we have reduced the total number of employees by more than
a quarter and have implemented a number of expense saving
initiatives. We will continue to look for additional cost
reduction opportunities as the year progresses." Ranney also
noted that the auditor's report for 2002 would have a going-
concern qualification just as it did in 2001.

Also, at December 31, 2002, the Company's balance sheet shows a
total shareholders' equity deficit of about $630,000.

Vertel is a leading provider of convergent network and mediation
management solutions. Vertel's high-performance solutions enable
customers to quickly and cost-effectively introduce new
services, networks and OSSs while leveraging existing
investments. Using the M*Ware(TM)-driven Development
Environment, Vertel has created a suite of mediation-based
applications that address protocol translation, data
transformation, element and network management, OSS application
integration, and OSS exchange services.

Vertel's product offerings allow seamless management in multi-
technology and multi-vendor environments. Vertel also develops
communications software solutions that fit individual customer
requirements through its Professional Services organization.

For more information on Vertel or its products, visit
http://www.vertel.com


WARLICK PAINT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Warlick Paint Company, Inc.
         PO Box 1508
         Statesville, NC 28687
         aka Warlick Industrial Coatings

Bankruptcy Case No.: 03-50381

Type of Business: Paint Manufacturer

Chapter 11 Petition Date: March 4, 2003

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                   MITCHELL, RALLINGS & TISSUE, PLLC
                   227 West Trade St., Suite 1800
                   Charlotte, NC 28202
                   Tel: (704) 376-6574

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
------                      ---------------       ------------
Chemicals And Solvents,     Trade                      $86,053
  Inc.
Ribelin Sales, Inc.         Trade                      $75,234

Air Products & Chemicals,   Trade                      $63,276
  Inc.

Kronos, Inc.                Trade                      $36,575

OPC Polymers                Trade                      $22,698

Ashland Chemical Co.        Trade                      $22,159

Color Corporation of        Trade                      $21,507
  America

Kohl Marketing, Inc.        Trade                      $19,485

Burks, Inc.                 Trade                      $19,118

Reichhold, Inc.             Trade                      $17,796

Sartomer Co.                Trade                      $14,000

Brenntag Southeast, Inc.    Trade                      $13,663

Moore Drums, Inc.           Trade                      $12,935

Mississippi Lime            Trade                      $12,187

Rockwood Pigments NA, Inc.  Trade                      $11,697

Trade Deeks & Company, Inc. Trade                      $11,107

Condea Servo, LLC           Trade                      $10,171

Pioneer Powder Products     Trade                      $10,661

Synray Corporation          Trade                       $9,710

Cognis Corp.                Trade                       $9,811


WASHINGTON CASUALTY: S&P Assigns R Financial Strength Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Washington Casualty Co. upon its placement
into receivership by Thurston County Superior Court.

"This rating action follows the company's filing of an annual
statement for 2002 that showed its liabilities exceeded its
assets by about $4.0 million," explained Standard & Poor's
credit analyst Neilay Mehta. Insurance Commissioner Mike
Kreidler has assumed control of the company, and day-to-day
operations have been turned over to John Woodall of the
Insurance Commissioner's Office. The immediate goal is to
rehabilitate the company, whereby positive cash flows can be
generated and a sufficient level of capitalization exists. If
the plan is successful, the company could emerge from
receivership and resume normal operations.

Washington Casualty Co. is the third-largest insurer of
hospitals in Washington based on dollar volume of premiums. The
company insures 46 hospitals in Washington, 20 community health
clinics, six Idaho hospitals, and two Oregon clinics.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pending regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


WORLDCOM: Asks Court to Modify Simpson Thacher Retention Order
--------------------------------------------------------------
WorldCom Chief Financial Officer Victoria Harker reminds the
Court that the Debtors retained Simpson Thacher in connection
with the ongoing SEC investigation.  Simpson Thacher also
represents current and former officers and directors.  The
Debtors do not pay for Simpson's representation of officers and
directors who resigned prior to the Petition Date, i.e.,
Clifford Alexander, Jr., Juan Villalonga, Lawrence C. Tucker,
John A. Porter, Timothy Price and Gerald Taylor.

These directors represented by Simpson in the Litigations and in
the Pending Investigations, have submitted resignation letters
since the Petition Date:

     -- James C. Allen
     -- Judith Areen
     -- Carl J. Aycock
     -- Max E. Bobbitt
     -- Francesco Galesi
     -- Stiles A. Kellet, Jr.
     -- Gordon S. Macklin
     -- Bert C. Roberts, Jr.
     -- John W. Sidgmore

According to Ms. Harker, the resignation of each of the
Resigning Directors became effective December 16, 2002 and was
announced by a press release on December 17, 2002, except for
the resignations of James C. Allen, Judith Areen and Stiles A.
Kellet, Jr. who resigned after the Petition Date but before
December 16, 2002. The Resigning Directors tendered their
resignation letters in connection with several recent events,
including the appointment of Michael Capellas as the new Chief
Executive Officer of WorldCom.  The Debtors and each of the
Resigning Directors wants Simpson to continue the representation
of each Resigning Director.  Simpson has agreed to continue
representation of the Resigning Directors.  The Debtors, Simpson
and the Resigning Directors have agreed, subject to further
order of this Court, that the Debtors will pay the reasonable
fees and expenses of Simpson in connection with representation
of the Resigning Directors.  The Debtors will seek reimbursement
of amounts so paid to the fullest extent practicable from
insurance proceeds.

By this Application, the Debtors seek modification of the
Retention Orders to authorize, pursuant to Section 327(e) of the
Bankruptcy Code, the retention and employment of Simpson to
provide continued representation of each Resigning Director and
the payment by the Debtors of Simpson's reasonable fees and
expenses in accordance with the procedures set forth in the
Initial Application in connection with the representation.

In light of Simpson's experience in representing the Debtors and
certain of their officers and directors named in the ongoing SEC
investigations, the Litigations and the Pending Investigations,
Ms. Harker asserts that it is in the estates' best interest that
STB continue to represent the Resigning Directors.  At this
point in time, there is no evidence of any conflict between the
estates and the Resigning Directors in connection with the
Litigations in which Simpson would represent them.  The
Resigning Directors should not be penalized for agreeing to step
down from the Board of Directors in order to permit a smooth
transition of control to new management.  Simpson is the firm
most highly qualified to continue representing the Resigning
Directors in connection with these matters.

The Debtors, the Resigning Directors and Simpson agree that the
proposed relief requested will be without prejudice to the
rights of the United States Trustee and the Creditors' Committee
to revisit the relief at any time if either party determines
that a conflict between the estates and the Resigning Directors
exists. (Worldcom Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Church Group Calls for Utility Commissions to Act
---------------------------------------------------------------
Arguing that "character counts," the Office of Communication,
United Church of Christ, Inc., (UCC) appealed directly to each
of the 50 state public utility commissions to "hold WorldCom and
other corporate criminals accountable for their breach of the
law and public trust." According to UCC, no state public utility
commission has yet taken action against WorldCom, home to the
United States' biggest-ever accounting scandal, for the filing
of false reports and other statements in direct violation of
state laws and rules.

The Rev. Robert Chase, who is director of the Office of
Communication, United Church of Christ, Inc., said to the state
public utility commissioners: "In the face of the largest
corporate misconduct in American history, UCC is urging you to
adopt rules of stewardship for information-age companies that
use the public airways under public-interest authorizations, and
manage the nation's digital infrastructure. We believe that as
public servants, each of you has a responsibility to protect
consumers by taking action when a company such as WorldCom
violates the law on such a massive scale."

Chase writes: "Stewardship of the nation's Internet and
telecommunication infrastructure and facilities is an important
public trust. Companies granted the privilege of running these
facilities bear enormous responsibility to assure that the
rapidly developing world of communication services are operated
in the public interest."

According to UCC, WorldCom violated the public trust when it
defrauded investors by overstating its earnings by almost $10
billion. Investor losses exceed $176 billion nationwide and, in
the process, WorldCom shook the confidence of consumers in the
telecommunications industry. To date, WorldCom has slashed
30,000 jobs, with more layoffs expected in the near future.

The church group is calling on state utility commissioners to
"prevent WorldCom-style fraud in the future" by taking the
following two steps:

      (1) "Initiate a statewide investigation into the behavior
          of WorldCom and other companies to determine if they
          have violated the public interest, and if so begin
          appropriate remedial proceedings, including revocation
          of WorldCom's license to operate."

      (2) "Strengthen rules on what constitutes 'minimum
          corporate character' requirements for these
          information-age stewards. This would lead to your
          adopting tougher corporate character rules, including
          the elimination of opportunities and incentives to
          misrepresent material facts before state utility
          commissions."

UCC recently announced its intention to pressure state public
utility commissioners for action on February 24, 2003, at the
National Association of Regulatory Utility Commissioners Winter
Meeting in Washington, D.C. On October 22, 2002, UCC petitioned
the Federal Communications Commission to block the transfer of
federal licenses and authorizations that WorldCom uses for its
long-distance, Web and other services. Recent supporters of this
action include the National Black Chamber of Commerce, the
Rainbow-Push Coalition, the National Urban League, the National
Council of Churches and the Communications Workers of America.

For a letter submitted to a specific state PUC, contact
Christine Kraly at (703) 276-3258 or ckraly@hastingsgroup.com

For more information about UCC activities in relation to the
WorldCom scandal, go to"

         http://www.ucc.org/ucnews/nov02/worldcom.htm

The United Church of Christ is a mainline Protestant
denomination of 1.4 million members in more than 6,000 churches,
30 colleges and institutions of higher education, 15 seminaries
and more than 340 health and human service centers in every
state and in Puerto Rico. UCC pioneered the requirement that
broadcasters who use the public airwaves have a responsibility
to operate in the public interest.


* Messrs. Wareham & Dugan Join Paul Hastings' Washington Office
---------------------------------------------------------------
Adding further depth and profile to its worldwide litigation
practice, Paul Hastings announced that Jamie Wareham and Chris
Dugan have joined the Firm's Washington D.C. office as partners.

Mr. Wareham and Mr. Dugan have spent much of their careers
specializing in complex civil litigation, as well as corporate
governance and enforcement-related matters. Prior to joining
Paul Hastings, Mr. Wareham and Mr. Dugan were partners at Jones
Day in Washington, where they served as the Partner in Charge of
Client Development and the Head of the International Trade and
Regulatory Practice, respectively. This action comes shortly
after the Firm's announcement several weeks ago that Jorge Alers
and Chris Bruneau of Wilmer, Cutler & Pickering joined Paul
Hastings as partner and of counsel in the Washington office,
bringing an international transactional practice focusing on
Latin America.

"The addition of these outstanding litigators demonstrates our
commitment to the complex civil litigation area and solidifies
the preeminence of Paul Hastings' global litigation practice,"
said Jack Reding, Chair of Paul Hastings' Litigation Department.
"Both have built formidable, successful practices, and we expect
them to be a potent force in the continued growth and
development of our firm-wide litigation capabilities."

"These attorneys have international reputations in their
disciplines," said Barbara Brown, Chair of the Washington, D.C.
office. "Their expertise and experience adds further breadth and
depth to our already vibrant civil and regulatory litigation
group, and also enhances our ability to handle the whole range
of complex financial and corporate governance matters."

                          Jamie Wareham

Mr. Wareham has successfully built his practice representing
clients in "bet-the-company" litigation, corporate governance
matters, internal investigations and criminal and congressional
inquiries. He specializes in matters of corporate governance and
complex civil litigation, most recently for companies that are
in the midst of bankruptcy. Mr. Wareham graduated in 1986 from
Northwestern University School of Law.

                           Chris Dugan

Mr. Dugan specializes in international litigation and
arbitration. He handles complex civil litigation, often
involving civil fraud matters, and in addition he has developed
a leading practice in international arbitrations. He was lead
counsel in Loewen v. United States, the first case filed against
the United States under the North American Free Trade Agreement.
In addition to frequently being asked to publish and speak about
his area of practice, Mr. Dugan has also enjoyed being an
adjunct professor at Georgetown Law Center for the past eight
years. Mr. Dugan graduated from Georgetown University Law Center
in 1980.

Paul Hastings maintains one of the broadest litigation platforms
among U.S.-based global law firms. Currently, the Litigation
Department has more than 260 attorneys and litigation assistants
worldwide, dedicated to providing effective legal
representation. The additions of Mr. Wareham and Mr. Dugan bring
the total number of Washington DC litigators to 22.

Paul, Hastings, Janofsky & Walker LLP, founded in 1951, is an
international law firm, representing Fortune 500 companies with
more than 850 attorneys located in twelve offices: Costa Mesa,
Los Angeles, San Diego, San Francisco, Stamford, Atlanta, New
York, Washington, D.C., Beijing, Hong Kong, London, and Tokyo.


BOOK REVIEW: GROUNDED: Frank Lorenzo and the Destruction of
              Eastern Airlines
-----------------------------------------------------------
Author: Aaron Bernstein
Publisher: Beard Books
Softcover: 272 Pages
List Price: $34.95
Review by Susan Pannell
Order your copy today at
http://amazon.com/exec/obidos/ASIN/1893122131/internetbankrupt

Barbara Walters once referred to Frank Lorenzo as "the most
hated man in America." Since 1990, when this work was first
published and Eastern Airlines' troubles were front-page news,
there had been many worthy contenders for the title.
Nonetheless, readers sensitive to labor-management concerns,
particularly in the context of corporate restructuring, will
find in this book much to support Barbara Walters'
characterization.

To recap: For a few brief and discordant years, Frank Lorenzo
was boss of the biggest airline conglomerate in the free world
(Aeroloft was larger), combining Eastern Continental, Frontier,
and People Express into Texas Air Corporation, financing his
empire with junk bonds. TAC ultimately comprised a fleet of 452
planes and 50,000 employees, with revenues of $7 billion.

But Lorenzo was lousy on people issues, famously saying, "I'm
not paid to be a candy ass."  The mid-180's were a bad time to
take that approach. Those were the years when the so-called
Japanese model of management, which emphasized cooperation
between management and labor, was creating a stir. The Lorenzo
model was old school: If the unions give you any trouble, break
'em.

That strategy had worked for him at Continental, where he'd
filed Chapter 11 despite the airline's $60 million in cash
reserves, in order to exploit a provision  in the Bankruptcy
Code allowing him to abrogate his contracts with the unions. But
Congress plugged that Loophole by the time Lorenzo went to the
mat with Charles Bryan, IAM chapter president. Lorenzo might
have succeeded in breaking the machinists alone, but when flight
attendants and pilots honored the picket line, he should have
known it was time to deal. He didn't.

Instead he tried again for a strategic advantage through the
bankruptcy courts, by filing Chapter 11 in the Southern District
of New York where bankruptcy judges were believed to be more
favorably disposed toward management than in Miami where Eastern
is headquartered, Eastern had to hide behind the skirts of its
subsidiary, Ionosphere clubs, Inc., a New York Corporation, in
order to get into SDNY. Six minutes later, Eastern itself filed
in the same court as a related proceeding.

The case was assigned to Judge Burton Lifland, whom Eastern's
bankruptcy lawyer, Harvey Miller, knew well, but Lorenzo was
mistaken if he believed that serendipitous lottery assignment
would be his salvation. Judge Lifland a year later declared
Lorenzo unfit to run the airline and appointed Martin Shugrue as
trustee.

Most hated man or not, one wonders whether the debacle was all
Lorenzo's fault. Eastern unions, in particular the notoriously
militant machinist, were perpetual malcontents, and Charlie
Bryan was an anti-management zealot, to the point of
exasperating even other IAM officers.

The book provides a detailed account of the three-and-a-half
period between Lorenzo's acquisition of Eastern in the autumn of
1986 and judge Lifland's appointment of the trustee in April
1990. It includes the history of Eastern's pre-Lorenzo
management, from World War I flying ace Eddie Rickenbacker to
astronaut Frank Borman.

                           *********

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.

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