TCR_Public/030317.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 17, 2003, Vol. 7, No. 53

                           Headlines

AGERE SYSTEMS: Names Keith Pruden to Lead European Sales Team
ALARIS MEDICAL: Annual Shareholders Meeting to Convene on Apr 30
AMERIFIRST: Brings-In Quarles & Brady as Bankruptcy Counsel
AMES DEPT.: Dick's Sporting Outbids Marden's for Store 2175
APPLIX INC: Dec. 31 Working Capital Deficit Stands at $3 Million

ARMSTRONG WORLD: Files Amended Plan and Disclosure Statement
ARRIS GROUP: S&P Rates $100 Million Convertible Sub. Notes at B-
BAUSCH & LOMB: Facing Patent Infringement Suit in Ireland
BETHLEHEM STEEL: Signs Agreement to Sell All Assets to ISG
BETHLEHEM STEEL: ISG Receives $1 Billion Financing Commitment

BETHLEHEM STEEL: Reaches Stopgap Agreement for Retirees' Benefit
BORDEN CHEMICALS: Third Amended Liquidation Plan Takes Effect
BOUNDLESS CORP: Files for Chapter 11 Reorganization in New York
BOUNDLESS CORP: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON IND.: BIT Gets Nod to Hire SCA as Auctioneers

CABLEVISION SYSTEMS: Outlines Plans for Carrying YES Network
CHEROKEE INT'L: S&P Drops Corporate Credit & Other Ratings to D
CHESAPEAKE ENERGY: Acquires El Paso's Mid-Continent Gas Reserves
CHIQUITA: SEC Wants to Talk About Fresh Start Accounting Issues
CINTECH SOLUTIONS: Files for Chapter 11 Protection in S.D. Ohio

CINTECH SOLUTIONS INC: Voluntary Chapter 11 Case Summary
CLAXSON INTERACTIVE: Narrows Working Capital Deficit to $14 Mil.
CNC: S&P Affirms Low-B & Junk Level Ratings on Ser. 1994-1 Notes
COMBUSTION ENGINEERING: Plan Confirmation Hearing Set for Apr. 7
CONSECO FINANCE: Judge Doyle Approves $1+ Billion Asset Sale

CONSECO INC: Court Allows Fannie Mae Rule 2004 Exam
CONSTELLATION BRANDS: S&P Rates Sr. Sec. Facility & Loan at BB
DELTA FINANCIAL: Prices $263-Million Asset-Backed Securitization
EAGLE-PICHER: S&P Revises Outlook on B Corporate Credit Rating
EL PASO CORP: Urges Shareholders to Elect "World-Class" Board

EL PASO CORP: Consummates $1.2BB Financing and $500MM Asset Sale
EMMIS COMMS: Will Publish 4th Quarter Results on April 15, 2003
ENCOMPASS SERVICES: Selling Seven Non-Core Business Units
ENRON CORP: Seeks to Modify LeBoeuf's Retention for the 2nd Time
EXIDE TECHNOLOGIES: Brings-In Bayard Firm as Co-Counsel

FEDERAL-MOGUL: Gets Approval for Flexitallic Deed of Compromise
FORD CREDIT: S&P Assigns Preliminary BB Class D Note Rating
FORD MOTOR: Initiates 2nd Quarter North American Production Plan
FORD MOTOR: Releases Form 10-K & Cost of Credit Insurance Soars
GENUITY INC: Wants to Implement Key Employee Retention Program

G-STAR 2003-3: Fitch Rates $24-Million Preferred Shares at BB
HOLLINGER: S&P Affirms Low-B Ratings Following Private Placement
INTERPUBLIC GROUP: S&P Assigns BB+ Rating to $700 Mil. Sr. Notes
JDN REALTY: Fitch Upgrades Ratings on Senior Notes & Preferreds
KENNY INDUSTRIAL: Undertakes Chapter 11 Restructuring in Chicago

LEVEL 3 COMMS: Brings-In Sunit S. Patel as New Vice President
LEVI STRAUSS: Hosting Q1 2003 Earnings Conference Call on Mar 25
LORAL SPACE: Hosting Year-End Results Conference Call on Mar 31
MAGELLAN HEALTH: Turns to Gleacher Partners for Financial Advice
MIKOHN GAMING: Workout Efforts Yield Positive Q4 & 2002 Results

MIKOHN GAMING: Messrs. Garcia & Peterson Leave Company's Board
MITEC TELECOM: Former CEO Myer Bentob Resigns from Board
MORGAN GROUP: Wants Plan Filing Exclusivity Extended to May 19
MTI INSULATED: Taps Keen Realty and CB Richard to Market Assets
NAT'L CENTURY: NPF XII's Subcommittee Hires Milbank as Counsel

NEXTCARD: Gets Okay to Stretch Lease Decision Time Until May 12
NOVATEL WIRELESS: Arranges $6.7-Million Capital Infusion
NTELOS: Wants Court to Schedule Bar Date for June 10, 2003
OAKWOOD HOMES: Fitch Takes Action on Manufactured Housing Deals
ORBITAL SCIENCES: Shareholders Meeting to Convene on April 29

PACIFIC GAS: Lehman Brothers Buying $700 Million of PCG Equity
PACIFIC GAS: Parent PG&E Corp. Says Company is Moving Forward
PANTRY INC: S&P Affirm B+ Rating over Stabilized Performance
PETCO ANIMAL: Feb. 1 Net Capital Deficit Shrinks to $11 Million
PLANVISTA CORP: Reports Improved Results for Calendar Year 2002

POINT.360: Needs to Refinance 2004 Facility to Make Last Payment
PROTECTION ONE: Wins Regulatory Nod for Settlement with Westar
RICA FOODS: Expects to Meet Supply Obligations In Spite of Fire
SAFETY-KLEEN: Wants to Sign Deals with Edmik and Econoline
SAIF CORP: S&P Hatchets Counterparty Credit Rating to BBpi

STRUCTURED ASSET: Fitch Cuts Ratings on Five 1997-2 Note Classes
SUPERIOR TELECOM: Gets OK to Pay Critical Vendors up to $1.1 Mil
SUTTER CBO: S&P Hatchets Low-B Rating of Class B-2 Notes to CCC-
SWEETHEART CUP: Receives Consents to Modify 12% Note Indenture
SYNERGY TECHNOLOGIES: Completes Asset Sale and Ceases Operations

TODAY'S MAN: Wants Court Approval to Hire Blank Rome as Counsel
TREND HOLDINGS: Asks Court to Extend Exclusivity Through Sept. 3
TRINITY INDUSTRIES: Declares Quarterly Dividend Payable April 30
TRUMP HOTELS: Caps Price of $490MM Note Issues by Trump Casino
TRANS WORLD: American Escapes EEOC & Sex Discrimination Claims

TW INC: Chapter 11 Filing Will Liquidate THE WIZ Once & For All
TW INC: Case Summary & 20 Largest Unsecured Creditors
UNUMPROVIDENT: Downgrade Spurs Ratings Cut on Related Deals
WINDSOR WOODMONT: Secures Nod to Hire Grant Thornton as Auditor
WORLDCOM INC: Demands Broadwing Pay $12M Postpetition Debt

WORLDCOM: Will Take $79.8 Billion Charge to Goodwill & PP&E

* Alvarez & Marsal Launches Global Power and Utilities Group

* BOND PRICING: For the week of March 17 - 21, 2003

                           *********

AGERE SYSTEMS: Names Keith Pruden to Lead European Sales Team
-------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) has named Keith Pruden vice
president, sales, for Europe.  He replaces Denis Regimbal, who
is moving to a new position as vice president, marketing, for
Agere's Client Systems Group. Both Pruden and Regimbal will
continue to be based in Agere's European headquarters in Ascot,
UK.

Pruden will report to Ahmed Nawaz, executive vice president of
worldwide sales. In his new role, Pruden will be responsible for
growing Agere's relationships with its customers in Europe,
including the provision of full technical support.

Regimbal will report to Ron Black, executive vice president of
the Client Systems Group, who recently relocated to Ascot from
the company's central campus in Allentown, Pennsylvania, in the
United States.  In his new role, Regimbal will drive overall
marketing strategy for the Client Systems Group, including the
wireless LAN, mobile terminals, and storage businesses as they
expand into new markets and target new customers.  A significant
part of Agere's Client Systems business is based in Europe,
including the Mobile Terminals division in Ascot and Munich,
Germany; and the Networking and Entertainment division in
Nieuwegein, The Netherlands.

Pruden joined Agere in August 2001.  In his most recent
position, he developed sales opportunities for the region and
secured key customer wins for the company.  "Pruden has managed
successfully our transition within Europe as Agere repositioned
itself as a premier provider of IC solutions," said Nawaz.
"As our new sales leader for the region, he will continue to
build on the strong relationships Agere has established in
Europe."  Before joining Agere, Pruden held senior management
positions at Cadence Design Systems and VLSI Technology Inc.

Regimbal has been with Agere Systems (and its former parents
AT&T and Lucent Technologies) for 12 years.  "Denis' experience
in product management, marketing and sales ideally positions him
to lead Client Systems' marketing efforts," said Black.  "He
will be responsible for identifying market opportunities and
developing the appropriate programs to help grow our business
worldwide."  Before joining AT&T, Regimbal held management
positions at Analog Devices and Intel.

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


ALARIS MEDICAL: Annual Shareholders Meeting to Convene on Apr 30
----------------------------------------------------------------
The Annual Meeting of Stockholders of ALARIS Medical, Inc. will
be held at the Harvard Club, 27 West 44th Street in New York
City on April 30, 2003, at 10:00 a.m. to address all matters
that may properly come before the meeting.

Following a report on ALARIS Medical's business operations, the
stockholders will vote on:

1.  Electing six directors for the ensuing year;

2.  Approving the proposed amendment to the Restated Certificate
     of Incorporation to eliminate the prohibition against
     stockholder action by written consent;

3.  Approving the proposed amendment to the Restated Certificate
     of Incorporation to consolidate authorized shares of
     preferred stock into one class of preferred stock;

4.  Approving the proposed amendment to their Restated
     Certificate of Incorporation to increase the number of
     authorized shares of common stock from 75 million to 85
     million;

5.  Approving the proposed amendment to the 1996 Stock Option
     Plan to, among other things, increase the number of shares
     of common stock reserved for issuance under the Plan; and

6.  Ratifying the appointment of PricewaterhouseCoopers LLP as
     independent auditors for 2003.

Holders of record of the Company's common stock at the close of
business on March 3, 2003, will be entitled to vote at the
meeting and all adjournments.

In Alaris' September 30, 2002 balance sheets, the Company
recorded a total shareholders' equity deficit of about $38
million, as compared to $46 million recorded at December 31,
2001.


AMERIFIRST: Brings-In Quarles & Brady as Bankruptcy Counsel
-----------------------------------------------------------
AmeriFirst Foundation, Inc., and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Arizona to hire Quarles & Brady Streich Lang LLP as General
Bankruptcy and Restructuring Counsel.

As Counsel, the Debtors anticipate Quarles & Brady will:

   a) assist AmeriFirst in research, development, coordination,
      final design, implementation, and continuing administration
      of a viable split interest gift program;

   b) assist AmeriFirst in research, development, coordination,
      final design, implementation, and continuing administration
      of a viable Donor Advised Account/Fund program;

   c) assist AmeriFirst in expanding its philanthropic
      opportunities by seeking/creating collaborative
      opportunities with other non-profit corporations in support
      of the new Designed Agency Program;

   d) leverage its contacts with professional legal, accounting,
      and other financial services advisors, in promoting planned
      giving generally, and highlighting the programs of the
      foundation specifically, with an eye towards reaching
      significant development goals;

   e) provide AmeriFirst with access to highly rated legal
      reserve life insurance companies that will agree to
      underwrite "reinsurance" for AmeriFirst charitable gift
      annuities, and to serve as consulting agent of record with
      all attending services;

   f) maintains an investment advisory relationship with both
      AmeriFirst and asset management firms that will provide
      Investment Advisory services to AmeriFirst, with SPGN
      serving as investment advisory representative;

   g) staff a gift review committee with individuals from three
      major financial services disciplines, who are qualified to
      assist the AmeriFirst board of directors in making sound
      judgments in operating programs and accepting charitable
      gifts;

   h) provide all administrative services necessary for the
      operation of AmeriFirst; and

   i) endeavor to develop corporate "for profit" financial
      services opportunities that can lead to significant
      charitable business development opportunities for
      AmeriFirst.

The Debtors will pay Quarles & Brady the Firm's standard hourly
rates:

           Partners              $300 to $425 per hour
           Associate Lawyers     $200 to $250 per hour
           Paralegals            $145 per hour

John R. Clemency, Esq., will lead the team in this engagement.
His current hourly rate is $375 per hour.

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 Foundation filed
protection from its creditors, it listed $18,031,145 in total
assets and $16,607,250 in total debts.


AMES DEPT.: Dick's Sporting Outbids Marden's for Store 2175
-----------------------------------------------------------
The lease for Store No. 2175 located in South Portland, Maine
was subject to competitive bidding.  Other than Marden's Surplus
& Salvage, Dick's Sporting Goods, Inc. and landlords Herbert E.
Ginn and Adah P. Ginn's indicated an interest for the Store No.
2175 Lease.

Accordingly, Ames Department Stores, Inc., and its debtor-
affiliates held an auction to determine the highest offer for
the Property.  At the conclusion of the Auction, the Debtors
declared that Dick's $3,200,000 bid is the highest and best
offer.

                    Bidder              Offer
                    ------              -----
                    Marden's         $2,810,000
                    Dick's           $3,200,000
                    Ginns            $3,100,000

At the Sale Hearing, Judge Gerber affirms the Debtors' business
judgment and permits them to consummate the transaction with
Dick's.  Nevertheless, Judge Gerber orders that Marden's and the
Ginns' bids will remain open and subject to the Debtors'
acceptance. (AMES Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


APPLIX INC: Dec. 31 Working Capital Deficit Stands at $3 Million
----------------------------------------------------------------
Applix, Inc. (Nasdaq: APLX), a global provider of enterprise-
wide Business Performance Management solutions, reported results
for the fourth quarter and full year ended December 31, 2002.

Revenues for the fourth quarter ended December 31, 2002 were
$9.8 million, compared to $8.8 million in the same period a year
ago and $8.2 million in the third quarter 2002. The increase
reflects growing demand for the Company's analytics products,
with strong iTM1 sales and incremental analytics revenue being
derived from the Company's Integra and Applix Interactive
Planning products. The Company also benefited from a 31%
increase in service revenue for the analytics products over the
year ago period, primarily due to stronger maintenance revenues.

On a Generally Accepted Accounting Principles (GAAP) basis, net
loss in the fourth quarter of 2002 was $2.95 million compared to
a net loss of $3.2 million in the year ago period and compared
to a net loss of $2.2 million in the third quarter 2002. GAAP
results include $2.7 million in charges related to the Company's
2001 acquisition of Dynamic Decisions (DD) in Australia,
divestiture related costs, a write down of executive stock loans
and an increase in the accounts receivables reserve for a change
in the estimate of accounts, which management believes are no
longer collectible and which related principally to the
Company's recently divested CRM business.

Revenues for the full year ended December 31, 2002 were $36.6
million, compared to $39.4 million for the full year ended
December 31, 2001. Net loss for the full year 2002 was $5.8
million, compared to $10.8 million in the same period a year
ago. The results reflect the restatement of the Company's 2002
financial statements to defer revenue from two customer
contracts, which is described in a previous news release.

Walt Hilger, Chief Financial Officer of Applix, said, "Revenue
for the fourth quarter came in above our expectations in large
part due to the growth in license revenues from our analytics
business and our ability to attract new customers. We achieved
our goal of positive cash flow in the quarter and at the same
time we took steps to further strengthen the Company's financial
position. The net loss in the quarter is comprised predominantly
of non-cash charges, which position the Company well moving into
2003. In addition, we completed the sale of our non-core CRM
assets, which allows us to dedicate all of our focus and
resources towards the growing business analytics market segment.
We are optimistic that this focus, together with continued
expansion of our partner channel, will create additional sales
leverage."

Overall, 65 new customers selected Applix in the fourth quarter.
54 of those customers selected Applix iTM1, Applix's industry-
leading analytical engine, including IBM, Porsche Leasing,
Daimler Chrysler, Target (Coles Myer), Virgin One, Scottish &
Southern Energy, and Printronix, among others. 5 new customers
selected Applix Integra, which was released for general
availability during the quarter. The Company's analytics
application, Applix Interactive Planning, which was also
released to general availability in the quarter, achieved
initial sales to companies including Visa USA.

Applix ended the fourth quarter with approximately $9.3 million
of cash, cash equivalents and restricted cash, compared to
approximately $7.3 million at the end of the third quarter 2002.
Days Sales Outstanding in accounts receivable decreased to 52
days at December 31, 2002, and remained well below the prior
year levels. The Company expects its cash balance will further
increase to approximately $12.5 million to $13.0 million in the
first quarter 2003.

Applix, Inc.'s December 31, 2002 balance sheet shows that the
Company's total current liabilities eclipsed its total current
assets by about $3 million. Also, at the same date, the
Company's net capital has further shrunk to about $4 million,
about a half of the amount recorded a year ago.

Looking forward, Hilger commented, "We accomplished a great deal
in 2002 and have established the framework for a successful
2003. We have a robust analytics solution and a growing partner
network worldwide that we believe positions us to take advantage
of increased revenue opportunities. Despite this, the recent
activities, including the sale of our CRM assets, will have a
short-term impact on our business as we finalize related
transition issues. As a result, with the disposition of the CRM
business in January, we expect revenues for the first quarter
2003 will be in the range of $5.5 million to $6.0 million. Based
on the continued uptake of our products and development of our
channels, we expect that revenues will resume growth in the
second through fourth quarters of 2003."

David C. Mahoney, Interim Chief Executive Officer of Applix,
Inc., said, "We remain focused on the initiatives that will help
ensure Applix's long-term growth. We are optimistic given the
extensive opportunities in front of us in business analytics. We
are already building on the initial success of our first add-on
analytic application, Applix Interactive Planning, and we will
look to expand our distribution channels and launch additional
applications in 2003. Importantly, our priority remains to
increase revenues, while improving profitability and cash flow
as we work to build shareholder value."

Applix (Nasdaq: APLX) is a global provider of enterprise-wide
Business Performance Management solutions. These solutions
enable the continuous management and monitoring of performance
across the financial, operational, customer and organizational
functions within the enterprise. More than 1,600 customers
worldwide use Applix's adaptable, scalable and real-time
solutions, delivered by Applix and by a global network of
partners, to manage their business performance and respond to
the marketplace in real time. Headquartered in Westborough, MA,
Applix maintains offices in four countries in Europe, North
America and the Pacific Rim. For more information about Applix,
please visit http://www.applix.com


ARMSTRONG WORLD: Files Amended Plan and Disclosure Statement
------------------------------------------------------------
Armstrong World Industries, Inc., (OTC Bulletin Board: ACKHQ)
has filed an amended Plan of Reorganization and proposed
Disclosure Statement in its Chapter 11 reorganization case with
the U.S. Bankruptcy Court in Wilmington, Delaware.

The filings with the Court today seek to address certain
comments and objections made with respect to the original
proposed Disclosure Statement and also include certain exhibits
to the POR and the proposed Disclosure Statement, such as the
procedures describing how asbestos personal injury claims will
be handled by the asbestos personal injury trust. The Court has
scheduled a hearing on Armstrong's proposed Disclosure Statement
for April 4, 2003.

The amended POR is supported by the asbestos personal injury
claimants' committee, the representative for future asbestos
personal injury claimants, and the unsecured creditors'
committee. The amended POR will only become effective after a
vote of various classes of creditors and with the approval of
the Court. The amended Plan, Disclosure Statement and related
materials are available at http://www.armstrongplan.com

Armstrong World Industries, Inc., a subsidiary of Armstrong
Holdings, Inc., is a global leader in the design and manufacture
of floors, ceilings and cabinets. In 2001, Armstrong's net sales
totaled more than $3 billion. Founded in 1860, Armstrong has
more than 16,000 employees worldwide. More information about
Armstrong is available on the Internet at
http://www.armstrong.com


ARRIS GROUP: S&P Rates $100 Million Convertible Sub. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on broadband cable equipment supplier Arris Group
Inc and assigned a 'B-' rating to a proposed $100 million
convertible subordinated notes offering. The outlook is
negative.

Arris, based in Duluth, Georgia, intends to use the proceeds
from the notes to redeem a $117 million "pay-in-kind" preferred
membership interest held by Nortel Networks Ltd. (B/Negative/C),
at a 26% discount to face value, and to purchase a portion of
Nortel's holding of 22 million shares of Arris common stock.
Arris has received an option to buy up to 16 million of the 22
million shares, held by Nortel, at a 10% discount to market
prices and will likely use remaining offering proceeds for this
purpose. Arris is also committed to reducing the remaining
portion of its existing subordinated notes, which amounted to
$24 million as of December 31, 2002.

Arris had $138 million of debt outstanding as of December 2002,
including $115 million of preferred stock held by Nortel.

"The negative outlook reflects the uncertain operating
environment and the possibility that profitability pressure
could lead to a lower rating. Any impairment to balance sheet
liquidity, to purchase stock or for another reason, could also
lead to a lower rating," said Standard & Poor's credit analyst
Joshua Davis.


BAUSCH & LOMB: Facing Patent Infringement Suit in Ireland
---------------------------------------------------------
Bausch & Lomb issued the following statement in response to the
filing of a patent infringement lawsuit in Ireland by Novartis
AG alleging that Bausch & Lomb PureVision(TM) contact lenses
infringe an Irish patent held by Novartis AG.

This is just another part of the long worldwide battle between
Bausch & Lomb and Ciba Vision, a unit of Novartis, over patent
rights covering silicone hydrogel extended wear contact lens
technology. In the Ireland litigation - as in other cases -
Bausch & Lomb will vigorously defend its belief that the
Company's PureVision lens technology is unique and does not
infringe the patent in question.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, lens care products,
ophthalmic surgical and pharmaceutical products. The Company is
advantaged with some of the most respected brands in the world
starting with its name, Bausch & Lomb(R), and including
SofLens(TM), PureVision(TM), Boston(R), ReNu(R), Storz(R) and
Technolas(TM). Founded in 1853 in Rochester, N.Y., where it
continues to have its headquarters, the Company has annual
revenues of approximately $1.8 billion and employs approximately
11,500 people in more than 50 countries. Bausch & Lomb products
are available in more than 100 countries around the world. More
information about the Company can be found on the Bausch & Lomb
Web site at http://www.bausch.com

                          *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Bausch & Lomb completed a public offering of $150
million five-year senior notes with a coupon rate of 6.95
percent.

The company's effective cost of the offering was approximately
8.65 percent, which included the cost of the treasury rate hedge
instrument entered into in May 2002. The notes were rated BBB-
by Standard & Poor's Rating Services and Ba1 by Moody's
Investors Service.  The offering represents the first offering
under the company's $500 million Shelf Registration filed with
the Securities and Exchange Commission in June 2002.


BETHLEHEM STEEL: Signs Agreement to Sell All Assets to ISG
----------------------------------------------------------
Bethlehem Steel Corporation has signed an asset purchase
agreement to sell substantially all of its assets to
International Steel Group of Cleveland, Ohio.

The agreement includes the sale of Bethlehem's steelmaking and
finishing operations, its interest in joint ventures and surplus
property.

"Over the past few months, Bethlehem and ISG have worked hard to
ensure that Bethlehem's assets will remain a vibrant part of the
domestic steel industry. I have confidence in ISG's ability to
continue the legacy of Bethlehem Steel by providing rewarding
jobs, serving our customers and remaining a good corporate
citizen," said Robert S. Miller, Bethlehem's chairman and chief
executive officer.

"The United Steelworkers of America and ISG have embraced a new
working relationship that will set the standard in the steel
industry in this country. Leo Gerard, president of the
international union of the USWA, is leading a revolution in how
workers in basic industries will contribute to the success of
their companies while receiving their rewards for their
companies' successes. I am hopeful that this new approach to
labor relations will strengthen our nation's industrial base,"
Mr. Miller said.

"We also appreciate the breathing room afforded by President
Bush's steel trade program that has allowed Bethlehem and ISG to
focus on strengthening the U.S. steel industry through necessary
consolidation. This is a new beginning for our facilities and
for the steel industry, and the future looks much brighter
today," Mr. Miller said.

Bethlehem's board of directors approved the agreement in
principle in early February, and the asset purchase agreement
was signed late yesterday. "We believe this sale represents the
best value to be obtained for our assets for the benefit of
Bethlehem's constituents. It will allow our facilities to
continue operations with no disruption for our employees, our
customer service and our payments to suppliers," Mr. Miller
said.

The agreement is subject to approval by the bankruptcy court
having jurisdiction of Bethlehem's chapter 11 case, required
governmental approvals and other consents, and the resolution of
certain claims of the Pension Benefit Guaranty Corporation.

A motion to approve the bidding procedures for the sale will be
filed by Bethlehem in the next few days with the U.S. Bankruptcy
Court for the Southern District of New York. The proposed sale
to ISG will be subject to higher and better offers consistent
with the approved bidding procedures as well as subsequent court
approval of the sale and the APA. "Although we are unaware of
any competing bidders for all of Bethlehem's assets, the auction
process will invite competing bids and will ensure that the ISG
offer is the best available alternative. With court approval, we
anticipate the sale of Bethlehem's assets will be concluded in
the second quarter of 2003," Mr. Miller said.

Upon completion of the sale, Bethlehem's assets will constitute
the larger portion of what will become the nation's largest
integrated steel company. International Steel Group, with
Bethlehem's assets, will have shipment capability of 16 million
tons and "will be the most significant consolidation thus far in
the domestic steel industry. I believe this combination of ISG
and Bethlehem will have the ability to become a strong global
company," he said.

Bethlehem's assets include steelmaking facilities in Burns
Harbor, Ind.; Sparrows Point, Md.; Steelton, Pa., and
Coatesville, Pa. as well as finishing facilities in Lackawanna,
N.Y.; Conshohocken, Pa., and Columbus, Ohio. In addition,
Bethlehem participates in several joint ventures. Other assets
include land on the sites of former Bethlehem operations,
primarily in New York and Pennsylvania.

                          *    *    *

In another news release, Rodney Mott, ISG's President and Chief
Executive Officer, said, "We are eager to welcome the Bethlehem
employees and their outstanding facilities to the ISG family,
and we look forward to serving our nation's premier
manufacturing companies with excellent quality steel made under
the most efficient conditions in the industry."

ISG also said that it has reached agreement with the United
Steelworkers of America on the principles of a basic labor
agreement based on the labor contract recently ratified by ISG
employees at the former LTV Steel and Acme Steel facilities. The
company anticipates that negotiations to finalize the agreement
for ratification by Bethlehem workers will be concluded in the
near future. The company also indicated that it will be working
with the USWA and its local union officials at Bethlehem
locations to address transition and plant specific issues.

ISG was organized by WL Ross & Co., LLC in February 2002 to
acquire world- class steelmaking assets and, in full cooperation
with the USWA, restructure those facilities to be
internationally competitive. ISG purchased the principal
steelmaking assets of The LTV Corporation in April 2002,
including the integrated facilities in Cleveland, Ohio and East
Chicago, Indiana; a finishing facility in Hennepin, Illinois;
and coke making facilities in Warren, Ohio. In October 2002, ISG
purchased a sheet mini-mill in Riverdale, Illinois, which was
previously operated by Acme Steel Company. The acquisition of
Bethlehem's assets, if consummated, would make ISG the largest
integrated producer of steel in North America, with over 16
million tons of annual shipments.


BETHLEHEM STEEL: ISG Receives $1 Billion Financing Commitment
-------------------------------------------------------------
WL Ross & Co., LLC announced that International Steel Group
Inc., has received a financing commitment in the amount of $1
billion to acquire the steelmaking business of Bethlehem Steel
Corporation and to provide for general working capital.

With the acquisition of Bethlehem's steelmaking assets, ISG will
be the largest integrated steel producer in North America with
over 16 million tons of annual shipments.

ISG's new senior credit facility will consist of a $300 million
"A" term loan and a $400 million "B" term loan with two and
four-year maturities, respectively. These loans will be used to
effect the acquisition. In addition, ISG will have available to
it for working capital purposes a $300 million revolving credit
facility with a three-year maturity. UBS Warburg LLC, Goldman
Sachs Credit Partners L.P. and CIT Group/Business Credit, Inc.
are acting as agents on the financing.

Mr. Ross said, "We are delighted that these three leading
financial institutions have committed their support to ISG and
are backing the efforts of ISG Chief Executive Officer, Rodney
Mott, to consolidate America's steel industry and return it to
the vital and strong industry it once was. This investment in
the industry also confirms the wisdom of President Bush's steel
tariff policies and the efforts and courage of the leadership of
the United Steelworkers of America. Without these efforts, the
American steel industry would have been destroyed by imports
dumped into this country by illegally subsidized steel
producers."

Wilbur Ross, Jr., Chairman of WL Ross, is the founder and
Chairman of ISG and funds managed by his firm are the steel
company's largest shareholders. ISG was formed to lead the
consolidation of the US steel industry through acquiring major
steel facilities out of bankruptcy and restructuring their
operations to be globally competitive.

WL Ross & Co., LLC invests in and restructures companies in
financial distress worldwide. With offices in New York, Tokyo
and Seoul, South Korea, WL Ross is the sponsor of more than $1.6
billion in investment partnerships and is active in mergers and
acquisitions in the US and Asia. In April 2002 WL Ross & Co.,
organized ISG to acquire world-class steelmaking assets and, in
full cooperation with the United Steel Workers of America,
restructure these assets to be internationally competitive.


BETHLEHEM STEEL: Reaches Stopgap Agreement for Retirees' Benefit
----------------------------------------------------------------
A last-minute agreement between the United Steelworkers of
America and Bethlehem Steel Corporation will reduce the distress
that the catastrophic cutoff of health-care and life-insurance
benefits cause the company's retirees as the bankrupt steelmaker
prepares to go out of business, the USWA announced.

"While nothing can undo the devastation that the termination of
benefits will bring to Bethlehem retirees, we have reached an
agreement with the company that salvages as much as possible
from a bankruptcy system that reserves little, if any, rights
for workers and retirees," USWA international president Leo W.
Gerard said in a media teleconference Thursday.

"As we've said time and again, the cost of retiree health care
should be an obligation of the government, as it is in every
other industrialized nation on earth," he said. "And while we
will never give up that fight, it is also necessary for the
union to protect our members and retirees as much as we possibly
can."

In negotiations, Bethlehem demanded the right to exploit a
loophole in federal law that guarantees retirees the right to
continued coverage that would have meant absolutely no
continuation coverage at all. However, under the agreement with
Bethlehem, the company must:

      -- Maintain COBRA coverage for six months following
         termination of retiree benefits on March 31.

      -- Provide group rates that protect retirees from the
         astronomical rate increases that would likely occur if
         the company had not agreed to maintain its COBRA
         obligations.

      -- Allow retirees to submit their pre-April 1, 2003, claims
         for payment by Bethlehem as late as May 31, doubling
         Bethlehem's original time period from 30 to 60 days.

The agreement also preserves retirees' eligibility for benefits
from federal Trade Adjustment Assistance and other programs.

Gerard stressed that the best chance for help in maintaining
some sort of retiree healthcare coverage is the proposed sale of
Bethlehem's operations to International Steel Group, which has
agreed to establish a Retiree Benefit Trust, funded by a
percentage of the company's profits, to provide some measure of
coverage for Steelworker retirees of Bethlehem Steel. (ISG has
made the same commitment to retired Steelworkers from LTV and
Acme Steel.)

Gerard also lauded the effort of Pennsylvania's state
government, and in particular Gov. Ed Rendell, for moving
quickly to establish a state health plan to provide another
option for continued coverage while maintaining retirees' TAA
eligibility, and urged Maryland and Indiana, the other states
with large Bethlehem mills, to take similar action.

"The agreement we've reached with Bethlehem on COBRA," Gerard
concluded, "is not a solution, in and of itself, to the health
care crisis created by the company's financial collapse. Only
action by the federal government to protect retirees who've been
victimized by unfair trade can do that. But at least we've
salvaged a measure of added protection that it's very unlikely
we would have been able to win in bankruptcy court."

Gerard said that U.S. bankruptcy laws are notoriously weak in
protecting the rights of workers and retirees.


BORDEN CHEMICALS: Third Amended Liquidation Plan Takes Effect
-------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership and
its general partner, BCP Management Inc., said that their Third
Amended Joint Plan of Liquidation, which was previously
confirmed by the U.S. Bankruptcy Court for the District of
Delaware, has gone effective. The assets of BCP and BCPM were
conveyed to separate liquidating entities and will be liquidated
and distributed to allowed claimants according to priorities
established by the U.S. Bankruptcy Code.

Borden Chemicals and Plastics Limited Partnership (OTCBB:BCPUQ)
was the sole limited partner of BCP, and such limited
partnership interest was the Partnership's only asset. Under the
Plan, the Partnership's limited partnership interest in BCP was
extinguished when the Plan became effective, the Partnership was
dissolved and its affairs were wound up, pursuant to the
Partnership's Amended and Restated Agreement of Limited
Partnership and Delaware law.

Accordingly, the Partnership filed a Certificate of Cancellation
with the Delaware Secretary of State terminating its existence
as a Delaware limited partnership. Upon that filing, the common
units of the Partnership ceased to be issued and outstanding,
and transfers of such units are no longer permitted. The units
were extinguished without any distribution to unitholders. The
K-1 for tax year 2003 will be the final K-1 for those
unitholders.

The Partnership also filed a certificate on Form 15 with the
Securities and Exchange Commission pursuant to SEC Rule 12g-
4(a)(1)(i), terminating registration of its common units and
immediately suspending the Partnership's duty to file further
reports with the SEC.

BCP was a producer of polyvinyl chloride resins. BCP and its
subsidiary, BCP Finance Corporation, filed voluntary petitions
for protection under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware
on April 3, 2001. BCPM filed for bankruptcy on March 22, 2002. A
separate and distinct entity, Borden Chemical, Inc., is not part
of the bankruptcy.


BOUNDLESS CORP: Files for Chapter 11 Reorganization in New York
---------------------------------------------------------------
Boundless Corporation (Amex: BND) has filed voluntarily
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The action is part of its continuing efforts to
serve its many loyal customers.

The company is working with a DIP financier to support its need
for operating capital as it reorganizes. Once the company has
secured its DIP financing, the company anticipates that many
customers will experience an improvement in service and delivery
during the bankruptcy.

Boundless Corporation is a global technology company and is
composed of two subsidiaries: Boundless Technologies, Inc. --
http://www.boundless.com/index-- a desktop display products
company, and Boundless Manufacturing Services, Inc. --
http://www.boundless.com/manufacturing-- an emerging EMS
company providing build-to-order systems manufacturing, printed
circuit board assembly, as well as complete end-to-end solutions
from design through product end-of-life to its customers.


BOUNDLESS CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Boundless Corporation
              100 Marcus Boulevard
              Hauppauge, New York 11788

Bankruptcy Case No.: 03-81558

Debtor affiliates filing separate chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Boundless Acquisition Corp.                03-81559
       Boundless Technologies, Inc                03-81561
       Boundless Manufacturing Services, Inc      03-81562

Type of Business: Boundless Corporation is a global technology
                   company and is composed of two subsidiaries:
                   Boundless Technologies, Inc., a desktop
                   display products company, and Boundless
                   Manufacturing Services, Inc., an emerging EMS
                   company providing build-to- order (BTO)
                   systems manufacturing, printed circuit board
                   assembly, as well as complete end-to-end
                   solutions from design through product end-of-
                   life to its customers.

Chapter 11 Petition Date: March 12, 2003

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtors' Counsel: Jeffrey A Wurst, Esq.
                   Ruskin Moscou Faltischek PC
                   East Tower, 15th Floor
                   190 EAB Plaza
                   Uniondale, NY 11556
                   Tel: (516) 663-6536

Total Assets: $19,442,850

Total Debts: $19,417,517

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Acer Incorporated                                   $1,288,141
21f, 88,Sec. 1,Hsin Tai Wu
Road Hsichih,Taipei Hsien
Taiwan

Digital Equipment Corp.                               $834,855
165 Dascomb Rd.
Das1-2/E13
Andover, MA 01810 US

BCM Electronics                                       $712,602
Plot 21, Jalan Hi-Tech 4
Kulim Hi-Tech Park, Phase 1
Kedah Malaysia

Goldtron Elect (Shenzhen)                             $563,090
2nd Fl., A7 Bldg Wyfold Ind.
Buji Town, Shenzhen City
Guangdong Province China

Hewlett Packard Co                                    $552,784
8000 Foothills Blvd
MS-5531
Roseville, CA 95747-5531 US

Dalpac Electronics Inc.                               $531,778
20838 Exhibit Court
Woodland Hills, CA 91367 US

Clinton Elect Corp                                    $325,138
6701 Clinton Road
Rockford, IL 61131 US

Citicorp Vendor Finance Inc.                          $279,273
700 East Gate Drive
Mount Laurel, NJ 08054

Mcdonald Technologies                                 $260,272
1920 Diplomat Drive
Farmers Branch, TX 75234 US

BDO Sseidman, LLP                                     $228,799

Fischbein, Badillo, Wagner                            $200,000

1200 Remington, LLC                                   $200,000

Norstan Financial Service                             $194,433

ABX Logistics (USA) Inc.                              $174,425

Circuit Sales International                           $143,334

Stonewill Plastics Inc.                               $136,271

Bare Board Group                                      $135,844

James Gerald Combs                                    $134,439

Deanna Varricchio                                     $121,491
Receiver Of Taxes

Bear Stearns & Co. Inc.                               $109,273


BURLINGTON IND.: BIT Gets Nod to Hire SCA as Auctioneers
--------------------------------------------------------
Debtor B.I. Transportation sought and obtained Court authority
to employ and retain Southern Caswell Auctioneers, Inc., as
auctioneers for the sale of certain excess equipment and
personal property.

B.I. Transportation is seeking to retain SCA to sell the Assets
at auction pursuant to the Personal Property Auction Contracts
between B.I. Transportation and SCA, dated January 31, 2003.

The Debtors estimate that the Auctions will produce between
$150,000 and $230,000 in gross proceeds.  At the conclusion of
each Auction, SCA will be entitled to a commission equal to 8%
of the gross proceeds of each Auction.

Mr. DeFranceschi adds that SCA will also provide these services:

     (a) advertise the Auctions in local publications, flyers and
         on SCA's Internet website;

     (b) tag the Assets for proper identification; and

     (c) keep proper records of the sales completed at the
         Auctions, which will be provided to B.I. Transportation
         at the conclusion of the Auctions.

SCA has nearly 30 years of experience in conducting auctions of
items and has successfully completed over 500 auctions.  In
addition, because of its longevity and experience, SCA has
significant contacts in the community and surrounding areas
where the Assets are located.  Accordingly, B.I. Transportation
believes that SCA is well qualified to be retained as its
auctioneer for the Assets.

Under the SCA Contracts, and upon the Court's approval, SCA is
entitled to payment of the Commission upon the conclusion of
each Auction.

The Court authorizes the Debtors to retain and employ SCA as
their auctioneer to facilitate the sale of the Assets, pursuant
to Section 327(a) of the Bankruptcy Code; and pay to SCA the
Commission without further application to or order of the Court.
(Burlington Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CABLEVISION SYSTEMS: Outlines Plans for Carrying YES Network
------------------------------------------------------------
Cablevision Systems Corp., (NYSE:CVC) disclosed plans for
carrying the YES Network, following Wednesday's announcement by
Cablevision President and CEO James L. Dolan and YES Network CEO
Leo Hindery Jr., with New York City Mayor Michael R. Bloomberg
at a Gracie Mansion press conference.

"In keeping with our longstanding philosophy, Cablevision will
now be able to let its customers choose whether or not to
receive the YES Network," said Cablevision President and CEO
James L. Dolan.

"We have always wanted to carry the YES Network and are pleased
that Cablevision's 25-year television relationship with the
Yankees will resume this season. We are also very grateful to
our customers for their patience and understanding as we worked
through the difficult issues involved. Finally, both Cablevision
and the YES Network owe a great debt of gratitude to Mayor
Bloomberg and to Jerry Levin and Dick Aurelio, who, in their
facilitation, demonstrated great wisdom and fortitude in helping
us to achieve a fair result for all our customers," Mr. Dolan
concluded.

Cablevision officials also noted that low cost, individually
priced sports services provide a customer friendly solution to
the national problem of rising sports costs. By guaranteeing
customer choice, Cablevision ensures that those who choose to
receive sports services bear the cost, and that those who do not
are not forced to pay, thus aligning sports costs to consumer
value.

Cablevision's plans for carrying YES include the following key
elements:

      --  Cablevision plans to offer a comprehensive regional
          sports tier, allowing customers to elect whether to
          receive the YES Network, MSG Network and FOX Sports Net
          New York for a low combined monthly price of $4.95.
          Customers may also choose to receive each of the
          networks individually as an a la carte option for a
          monthly price of $1.95 per channel. These choices will
          be available to all Cablevision customers, including
          Broadcast Basic subscribers. Cablevision customers who
          do not choose to receive the YES Network or New York's
          other regional sports networks will not be forced to
          pay for them.

      --  The YES Network will also be added to existing
          Cablevision premium programming packages that currently
          include regional sports services. Cablevision's premium
          programming package rates will not change. This
          includes Cablevision's iO Silver and iO Gold digital
          cable packages. More than one million Cablevision
          customers in the New York metropolitan area currently
          choose to receive such premium packages.

      --  To make the service as affordable as possible for all
          interested customers, Cablevision is charging customers
          less than what it is paying the YES Network.

      --  Cablevision will offer the YES Network in the same
          manner it offers MSG Network and FOX Sports Net New
          York to its customers.

      --  Cablevision will make the YES Network available to its
          customers no later than March 31, in time for the
          opening of the 2003 baseball season and the final few
          weeks of the 2002-2003 basketball season. The company
          will release more particulars as the plans for launch
          are finalized throughout the month.

The YES Network's Federal antitrust lawsuit against Cablevision
is expected to be formally dropped and all claims released at
the finalization of a long-term agreement, and will be stayed in
the interim.

Cablevision Systems Corporation -- whose corporate credit rating
has been downgraded by Standard & Poor's to BB -- is one of the
nation's leading entertainment and telecommunications companies.
Its cable television operations serve 3 million households
located in the New York metropolitan area. The company's
advanced telecommunications offerings include its Lightpath
integrated business communications services, its Optimum-branded
high-speed Internet service and iO: Interactive Optimum, the
company's digital television offering. Cablevision's Rainbow
Media Holdings, Inc., a wholly-owned subsidiary, operates
programming businesses including AMC, The Independent Film
Channel, WE: Women's Entertainment, and other national and
regional services. In addition, Rainbow is a 50 percent partner
in Fox Sports Net. Cablevision also owns a controlling interest
and operates Madison Square Garden and its sports teams
including the Knicks and Rangers. The company operates New
York's famed Radio City Music Hall and owns and operates THE WIZ
consumer electronics stores and Clearview Cinemas in the New
York metropolitan area.  Additional information about
Cablevision Systems Corporation is available on the Web at
http://www.cablevision.com


CHEROKEE INT'L: S&P Drops Corporate Credit & Other Ratings to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on power supply company
Cherokee International to 'D' from 'CCC-'. At the same time,
Standard & Poor's lowered its rating on Cherokee's subordinated
notes to 'D' from 'CC'. All ratings on Tustin, California-based
Cherokee are removed from CreditWatch where they were placed
with negative implications on August 20, 2002. The total debt
outstanding as of Sept. 30, 2002, was $142 million.

The rating actions followed the recent completion of an exchange
of Cherokee's $100 million of 10.5% senior subordinated notes
for either 5.25% senior secured notes and equity warrants or 12%
pay-in-kind senior secured convertible notes. The restructuring
also included a refinancing of bank loan at less than full
value.

"According to our criteria, an exchange offer at a substantial
discount to original terms recognizes that, in effect, the
company is not meeting its obligations as originally promised,"
said Standard & Poor's credit analyst Joshua Davis. "Although
investors technically accepted the offer voluntarily, and no
legal default occurs, the rating treatment is identical to a
default on the specific debt issue involved."


CHESAPEAKE ENERGY: Acquires El Paso's Mid-Continent Gas Reserves
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has completed its
previously announced acquisition of Mid-Continent gas assets
from the El Paso Corporation (NYSE: EP) for $500 million.  Based
on internal reservoir engineering estimates, Chesapeake believes
that it has acquired approximately 328 billion cubic feet of gas
equivalent (bcfe) of proved gas reserves and approximately
70 bcfe of probable and possible gas reserves.  The acquired
properties are expected to contribute approximately 67 million
cubic feet of gas equivalent per day to Chesapeake's continued
production growth.

The acquisition was funded with proceeds from the company's
February 2003 public offering of 23 million common shares at
$8.10 per share and private offerings of $230 million of 6.0%
cumulative convertible preferred stock and $300 million of 7.5%
senior notes.

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "We are pleased to announce the completion of another
successful acquisition of Mid-Continent gas assets.  The
acquisition of the El Paso assets provides continuing production
growth opportunities in our Mid-Continent stronghold and
fits perfectly with our existing asset base.  The transaction is
projected to increase Chesapeake's proved reserves to
approximately 2.75 trillion cubic feet of gas equivalent and our
projected current production to 640 million cubic feet of gas
equivalent per day.  Today's announcement provides further
evidence of our ongoing commitment to continue building the
dominant Mid-Continent natural gas producer and to create
industry-leading value through organic production growth and
further consolidation of high-quality gas assets in the Mid-
Continent."

Chesapeake Energy Corporation is one of the 10 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.
The company's Internet address is http://www.chkenergy.com

As reported in Troubled Company Reporter's March 4, 2003
edition, Standard & Poor's assigned its 'B+' rating to
independent oil and gas exploration and production company
Chesapeake Energy Corp.'s proposed $300 million senior unsecured
notes due 2013. At the same time, Standard & Poor's assigned its
'CCC+' rating to Chesapeake's $200 million convertible preferred
stock.

All of Chesapeake's ratings remain on CreditWatch with positive
implications where they were placed on Feb. 25, 2003 following
Chesapeake's announcement that it has signed agreements to
purchase oil and gas exploration and production assets from El
Paso Corp. and Vintage Petroleum Inc. for a total consideration
of $530 million.

The CreditWatch with positive implications reflect that:

      -- Chesapeake is acquiring properties with low cost
         structures in its core Mid-Continent operating area that
         have a high degree of overlap with Chesapeake's
         operations, which should provide cost-reduction
         opportunities.

      -- Chesapeake intends to fund the transactions with a high
         percentage of equity; Chesapeake has announced an
         offering of eight million common shares (about $160
         million of net proceeds are expected) and $200 million
         of convertible preferred securities with the balance
         funded with debt.


CHIQUITA: SEC Wants to Talk About Fresh Start Accounting Issues
---------------------------------------------------------------
Chiquita Brands International, Inc. disclosed Friday that its
having conversations with the Staff of the Securities and
Exchange Commission as to whether a portion of the "fresh-start"
non-cash write-downs taken in connection with the company's
emergence from Chapter 11 reorganization in March 2002 should
have been taken in earlier periods.  The issue does not affect
the company's post-bankruptcy financial statements, because the
write-downs under discussion have already been reflected in the
company's "fresh-start" balance sheet at March 31, 2002.

For the first quarter 2002, Chiquita says it followed the
accounting method required for companies emerging from
bankruptcy, referred to as "fresh start."  Under this method, a
company's assets and liabilities are recorded at estimated
current fair value at the time of emergence from bankruptcy.
This method resulted in $170 million in write-downs of long-term
equity investments in the company's financial statements.

The issue concerns the appropriate way to evaluate whether long-
term investments accounted for under the equity method needed to
be written down in periods prior to the company's emergence from
bankruptcy.   The company used an analysis of undiscounted cash
flows to make its evaluation and determined that no write-downs
were required in those periods.  The company disclosed this
methodology as part of its Critical Accounting Policies in its
2001 Annual Report.  The undiscounted cash flow method contrasts
with the "fresh-start" accounting method, which is based on
current fair values and discounted cash flows and resulted in
the write-downs.

Chiquita gave this explanation in its Form 10-Q for the period
ending March 31, 2002:

      Fresh Start Adjustments
      -----------------------
      The Company's emergence from Chapter 11 bankruptcy
proceedings resulted in a new reporting entity and adoption of
fresh start reporting in accordance with Statement of Position
No. 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code." The consolidated financial
statements as of and for the quarter ended March 31, 2002
reflect reorganization adjustments for the discharge of debt and
adoption of fresh start reporting.  Accordingly, the estimated
reorganization value of the Company of $1,280 million, which
served as the basis for the Plan approved by the bankruptcy
court, was used to determine the equity value allocated to the
assets and liabilities of the Reorganized Company in proportion
to their relative fair values in conformity with Statement of
Financial Accounting Standards No. 141, "Business Combinations."

      Two methodologies were used by the Company's financial
advisors to derive the estimated reorganization value of $1,280
million: (a) the application of public market valuation
multiples to the Company's historical and projected financial
results, and (b) a calculation of the present value of the
Company's free cash flows using 5-year projected financial
results, including an assumption for a terminal value,
discounted back at the Company's estimated post-restructuring
weighted average cost of capital.

      Reorganization adjustments in the March 31, 2002
consolidated financial statements result primarily from the
following:

      * Exchange of Old Notes and accrued interest for 95.5%
        of the New Common Stock and $250 million of New Notes,
        resulting in a $154 million extraordinary gain;

      * Reduction of property, plant and equipment carrying
        values, including reduction of the Company's tropical
        farm assets by $320 million and shipping vessels by $158
        million;

      * Reduction of long-term operating investments and other
        asset carrying values;

      * Increase in the carrying value of the Chiquita trademark;

      * Increase in accrued pension and other employee benefits
        primarily associated with tropical pension/severance
        obligations; and

      * Increase in other liabilities for unfavorable lease
        obligations.

These adjustments were based upon the work of outside
appraisers, actuaries and financial consultants, as well as
internal valuation estimates using discounted cash flow
analyses, to determine the relative fair values of the Company's
assets and liabilities.

      The following table reflects the reorganization adjustments
to the Company's Consolidated Balance Sheet discussed above:

                            Unaudited Balance Sheet at March 31, 2002
                   ------------------------------------------------------------
                                    Reorganization Adjustments
                       Before       --------------------------      After
                    Reorganization       Debt Fresh Start       Reorganization
(In thousands)      Adjustments       Discharge Adjustments      Adjustments
                    --------------     --------- -----------    --------------
Current assets       $  788,731       $      --    $      --       $  788,731
Property, plant
    and equipment,
    net                  979,219              --     (550,143)         429,076
Investments and
    other assets,
    net                  341,183              --     (185,586)         155,597
Intangibles, net         12,757              --      374,828          387,585
                      ----------       ---------    ---------       ----------
    Total assets      $2,121,890       $      --    $(360,901)      $1,760,989
                      ==========       =========    =========       ==========
Notes and loans
    payable           $   49,332       $      --    $      --        $  49,332
Long-term debt
    due within
    one year              49,873              --           --           49,873
Accounts payable
    and accrued
    liabilities          269,178              --       13,685          282,863
Long-term debt
    of parent
    company                   --         250,000           --          250,000
Long-term debt
    of
    subsidiaries         304,358              --           --          304,358
Accrued pension
    and other
    employee
    benefits              71,266              --       33,020          104,286
Other liabilities        91,174              --       16,350          107,524
Liabilities
    subject to
    compromise           962,820        (962,820)          --               --
                      ----------       ---------    ---------       ----------
    Total
       liabilities     1,798,001        (712,820)      63,055        1,148,236
Accumulated
    deficit             (657,016)        154,046      502,970               --
Other
    shareholders'
     equity              980,905         558,774     (926,926)
612,753 *
                      ----------       ---------    ---------       ----------
    Total
       liabilities
       and
       shareholders'
       equity         $2,121,890       $      --    $(360,901)      $1,760,989
                      ==========       =========    =========       ==========

         * After deducting $654 million of indebtedness from the
       Company's $1,280 million estimated reorganization value,
       the total equity value of the Company is approximately
       $626 million. The total shareholders' equity in the
       Reorganized Company balance sheet excludes $13 million
       related to restricted management shares subject to delayed
       delivery.

Chiquita says it expects to resolve these discussions, which
involve SEC Staff from the Division of Corporation Finance and
the Office of the Chief Accountant, prior to the filing of its
2002 Annual Report on Form 10-K -- typically filed in the last
week of March or first week of April.

Chiquita Brands International, Inc., filed a prepackaged chapter
11 case on November 28, 2001 (Bankr. S.D. Ohio Case No.
01-18812), Judge Aug confirmed that Plan on March 8, 2002, and
the plan took effect on March 19, 2002 -- emerging from
bankruptcy in 111 days.  James H.M. Sprayregen, Esq., and
Matthew N. Kleiman, Esq., at Kirkland & Ellis in Chicago, served
as lead counsel and Kim Martin Lewis, Esq., and Tim Robinson,
Esq., at Dinsmore & Shohl LLP in Cincinnati, served as local
counsel to Chiquita.  Arthur Newman at The Blackstone Group,
L.P., provided Chiquita with financial advisory services and
Ernst & Young LLP served as the Company's accountants, auditors
and tax service providers.

For Plan purposes, New Chiquita Common Stock was valued at
$14.39 a share.  Chiquita's shares have bounced around between
$8 and $18 over the past year.  Shares in Chiquita closed at
$11.05 on Friday.


CINTECH SOLUTIONS: Files for Chapter 11 Protection in S.D. Ohio
---------------------------------------------------------------
Cintech Solutions, Inc.'s (TSX:CTM) board of directors has
authorized the filing of a voluntary petition to reorganize
under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Ohio.
Thursday's action was taken to protect the value and viability
of Cintech's operations while it works to restructure its
liabilities and maximize recovery for the company's
stakeholders.

"One of Cintech's top priorities is to ensure that its
distributors and customers are protected and that they continue
to receive products, services and support," said Diane Kamionka,
Cintech Solutions' president and CEO. "The filing will enable
the company to conduct business with minimal interruption while
a reorganization plan is developed."

Cintech Solutions provides interaction management technology to
mid-market and small businesses in North America. Cintech
Solutions' products and services improve customer service and
provide rapid return on investment through the intelligent
delivery and management of incoming customer contacts. With over
13,000 installations and over 15 years commitment to mid market
and small businesses, Cintech Solutions delivers its solutions
through an extensive distribution channel across North America.
For more information on Cintech Solutions, visit
http://www.cintechsolutions.com


CINTECH SOLUTIONS INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Cintech Solutions Inc
         4747 Lake Forest Drive
         Cincinnati, Ohio 45242

Bankruptcy Case No.: 03-11661

Type of Business: Cintech Solutions provides interaction
                   management technology to mid-market and small
                   businesses in North America.

Chapter 11 Petition Date: March 13, 2003

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Richard D. Nelson, Esq.
                   Cohen, Todd, Kite & Stanford, LLC
                   250 E. Fifth Street, Suite 1200
                   Cincinnati, OH 45202-4139
                   Tel: 513-421-4020

Total Assets: $5,857,050 (as of Dec. 31, 2002)

Total Debts: $1,520,685 (as of Dec. 31, 2002)


CLAXSON INTERACTIVE: Narrows Working Capital Deficit to $14 Mil.
----------------------------------------------------------------
Claxson Interactive Group Inc., (OTC Bulletin Board: XSON)
reported financial results for the three and twelve-month
periods ended December 31, 2002.

                          Financial Results

Operating income for the three-month period ended December 31,
2002 was $0.5 million, representing a $12.0 million improvement
from an operating loss of $11.5 million for the three month
period ended December 31, 2001. Operating loss for the twelve-
month period ended December 31, 2002 was $2.3 million
representing a $12.8 million improvement from operating loss of
$15.1 million for the same period of 2001, primarily attributed
to a $44.8 million reduction in operating expenses which offset
the $32.0 million decline in net revenues.

Net revenues for the fourth quarter of 2002 were $19.6 million,
a 30% decrease from net revenues of $27.9 million for the fourth
quarter of 2001. Net revenues for the twelve months ended
December 31, 2002 totaled $75.0 million compared to net revenues
of $107.0 million for the twelve months ended December 31, 2001,
principally attributable to the economic crisis in Argentina and
the devaluation of the Argentine peso. Net revenues earned in
Argentina for the three months ended December 31, 2002 were 19%
of total net revenues compared to 45% for the same period in
2001. For the twelve months ended December 31, 2002, net
revenues in Argentina were 21% of total net revenues compared to
46% for the same period in 2001. During the fourth quarter of
2002, the average exchange rate of the Argentine peso as
compared to the U.S. dollar decreased 72%, versus the same
period in 2001. For the twelve-month period ended December 31,
2002, the average decrease was 68%.

"We have completed a significant year in Claxson's operational
turnaround. Having made major progress in our financial and
operational restructuring, we closed the year in a much better
position to face future challenges," said Roberto Vivo, Chairman
and CEO, Claxson. "The fourth quarter was the second quarter in
a row where we saw operational profits despite the fall in our
revenues due to the continuing negative economic environment in
the region. Certainly, Claxson is a different company today than
what it was twelve months ago, thanks to the commitment and hard
work of our management team and employees who have put Claxson
in a better financial and operational position."

Vivo added: "During the fourth quarter we were able to conclude
several key transactions including the renegotiation of our 11%
Senior Notes and the Chilean syndicate credit facility, the
restructuring of our joint venture with Playboy Enterprises and
the renegotiating of our contract with DIRECTV(TM) Latin
America. These efforts, together with a significant reduction in
our operating expenses year to year, put Claxson in a better
cash position to face its future operational needs, financial
obligations and fixed asset investments that the industry
requires to remain competitive."

Subscriber-based fees for the three-month period ended
December 31, 2002 totaled $7.2 million, representing
approximately 37% of total net revenues and a 49% decrease from
subscriber-based fees of $14.2 million for the fourth quarter of
2001. The decrease is primarily attributed to the impact of the
devaluation of the Argentine currency of $7.0 million and the
decreased demand for pay-per-view and premium services in the
region. Subscriber-based fees for the twelve months ended
December 31, 2002 totaled $31.6 million compared to $60.1
million for the same period of 2001. The decrease attributable
to the devaluation of the Argentine currency represents $28.1
million for the twelve-month period.

Advertising revenues for the three-month period ended
December 31, 2002 were $9.5 million, representing approximately
48% of Claxson's total net revenues and a 16% decrease from
advertising revenues of $11.3 million for the fourth quarter of
2001. This decrease in advertising revenues was due primarily to
a decrease in pay television advertising of $1.4 million as a
result of the economic crisis in Argentina. Advertising revenues
for the twelve months ended December 31, 2002 totaled $30.5
million compared to $37.9 million for the same period of 2001.
This decrease in advertising revenues was due primarily to a
$6.0 million decrease in pay television advertising.

Production services revenues for the three-month period ended
December 31, 2002 were $1.7 million, which represented a 55%
increase over the $1.1 million for the fourth quarter of 2001.
This increase was primarily due to increased revenues from the
operations of The Kitchen, Inc., Claxson's Miami-based broadcast
and dubbing facility and the services rendered by In Jaus,
Claxson's creative department, to non-affiliated third parties.
Production services revenues for the twelve months ended
December 31, 2002 totaled $7.1 million compared to $2.5 million
for the same period of 2001, primarily due to the first full
year of operation of The Kitchen.

Other revenues for the three-month period ended December 31,
2002 were $1.2 million, unchanged from the $1.3 million for the
fourth quarter of 2001. Other revenues for the twelve months
ended December 31, 2002 totaled $5.8 million compared to $6.4
million for the same period of 2001.

Operating expenses for the three months ended December 31, 2002
were $19.1 million, a decrease of 52% from the $39.4 million in
the fourth quarter of 2001, due primarily to the rationalization
of programming, the restructuring of the Internet division,
management's continued efforts to rationalize operations, the
effect of the Argentine devaluation on the expenses of our
Argentine-based subsidiaries, and the discontinuance of the
amortization of goodwill and intangible assets in accordance
with the Statement of Financial Accounting Standards No. 142.
Operating expenses for the twelve months ended December 31, 2002
totaled $77.3 million compared to $122.1 million for the same
twelve months in 2001.

Net income for the three months ended December 31, 2002 was
$24.0 million, which includes $6.8 million in foreign exchange
gain primarily due to certain U.S. dollar denominated debt held
by Claxson's Argentine subsidiary and a gain of $15.3 million
resulting from the completion of the exchange offer and consent
solicitation related to the 11% Senior Notes due 2005 of Imagen
Satelital S.A. The fourth quarter net income represented an
increase of $86.9 million over the $62.9 million net loss for
the same three months of 2001.

For the twelve-month period ended December 31, 2002 net loss was
$138.4 million, which includes a $74.8 million non-cash
impairment charge related to the adoption of Statement of
Financial Accounting Standards No. 142, and $61.3 million in
foreign exchange losses. Net loss for the twelve months ended
December 31, 2001 totaled $84.9 million. Amortization expense
for the three months, and twelve months ended December 31, 2001
was $1.4 million, and $8.9 million, respectively.

As of December 31, 2002, Claxson had a balance of cash, cash
equivalents and investments of $8.1 million and $92.4 million in
debt, which includes $21.6 million in future interest payments
as dictated by accounting principles applicable to Claxson's
debt restructuring. Also, at the same date, the Company's
working capital deficit narrowed to about $14 million from about
$88 million a year ago, while total shareholders' equity stand
at about $3 million, down from about $103 million recorded at
the end of 2001.

                     Fourth Quarter Highlights

Debt Renegotiation

On November 8, 2002, Claxson completed the exchange offer and
consent solicitation related to the $80.0 million 11% Senior
Notes due 2005 of its subsidiary, Imagen Satelital S.A.  The
Company received valid tenders from holders representing $74.5
million of the principal amount of Old Notes, which represents
93.1% of the issue. Pursuant to the exchange offer, the Company
issued $41.3 million of 8-3/4% Senior Notes due 2010.

In addition, on December 19, 2002, Claxson announced it had
completed negotiations with a syndicate of Chilean banks under
its Chilean syndicated credit facility. On October 26, 2000,
Iberoamerican Radio Holdings Uno Chile S.A., a Claxson
subsidiary, had obtained the Syndicated Credit Facility for a
total amount of $35.0 million, denominated in Chilean Pesos.

The amended terms for the Syndicated Credit Facility included
(i) modification of financial covenant ratios, (ii) extension of
the term of the loan by one year to mature on May 5th 2006 and,
as a result, a reduction of the quarterly amortization, and
(iii) increase in the interest rate by 25 basis points to the
Tasa Activa Bancaria ("TAB" -- the local Prime Rate) plus 2.75%.
In addition, Claxson will be required to maintain a $1.5 million
deposit in a Chilean bank until certain ratios are met, and
Chilevision, Claxson's broadcast television operation in Chile,
will guarantee the Syndicated Credit Facility.

Playboy TV International (PTVI)

On December 26, 2002, Claxson and Playboy Enterprises, Inc.
(NYSE: PLA PLAA) announced the completion of a new agreement,
which replaced their existing joint venture agreement for
Playboy TV International, LLC. Under the terms of the new
agreement, Claxson was released from future library and
programming payments in return for increasing PEI's equity in
the venture's international networks and television distribution
outside of Latin America and Iberia to 100% from 19.9%. Claxson
and PEI will retain their existing 81%/19% respective ownership
splits in Playboy TV Latin America and Iberia.

PTVI was created in 1999 as a joint venture between an affiliate
of the Cisneros Group and PEI, which in 2001 combined with other
entities to become Claxson. Claxson owned 80.1% of the venture
while PEI owned 19.9% with the option to buy up to 50%. As part
of the original agreement, PEI was scheduled to receive from
PTVI $100 million primarily in international television
programming and trademark payments in exchange for rights to its
then existing library. Of the $100 million, $42.5 million had
been paid and $57.5 million remained outstanding at the time of
completion of the new deal.

In addition, under the new terms, Claxson obtained control over
PTVLA's management and will consolidate its operations into its
Pay TV division for financial reporting purposes as of January
1, 2003. PTVLA consists of the Playboy TV, Venus and Hot
networks in Latin America, Spain and Portugal. PEI will receive
an annual license fee in return for programming and trademark
rights.

                        Nasdaq Delisting

On December 18, 2002, Claxson announced that a Nasdaq Listing
Qualifications Panel had denied Claxson's appeal of an October
8, 2002 Nasdaq Staff Determination to delist Claxson's Class A
Common Stock, par value $.01 per share, from The Nasdaq SmallCap
Market. Accordingly, Claxson's Class A Common Stock was delisted
from The Nasdaq SmallCap Market on December 18, 2002 and
currently trades on the OTC Bulletin Board under the ticker
XSON.OB.

                       Other Highlights

During the fourth quarter, Claxson renegotiated its contract
with direct-to-home satellite television provider DIRECTV(TM)
Latin America, reducing per subscriber rates and translating
prices to local currencies, in exchange for a two-year extension
in the contract's maturity and the grant of an option to launch
a new channel.

Accordingly, Claxson will launch a new pan regional channel
called Retro, featuring the best classic movies and television
series. Leveraging the success achieved in the Southern Cone by
its classic series channel Uniseries, Retro will launch on March
1st throughout Spanish-speaking Latin America and the Caribbean
on DIRECTV(TM) Latin America and on major cable operators in the
Southern Cone, to more than five million Latin American
subscribers.

Starting January 2003, Claxson decided to implement a new
organizational structure for its Pay TV Division to increase its
focus on the development of strategic content. A content bouquet
was implemented to represent three strategic genres managed as
"business units": Adult (Playboy TV / Venus), Movies (I.Sat,
Space and Retro), Music (MuchMusic, HTV); in addition to the
stand-alone FTV and Infinito channels.

As a consequence of this strategic restructuring, Affiliate
Sales was relocated under a newly created joint sales department
overseeing both Affiliate and Advertising Sales. Due to this new
structure, Mariano Varela, formerly SVP Advertising Sales and
Marketing was promoted to SVP Sales and Marketing, and Elisabet
Blanco, formerly EVP Affiliate Sales, left the company. Varela
will be responsible for all of Claxson's affiliate and
advertising sales efforts, as well as Claxson's Corporate
Marketing department, and as such will develop and implement
strategic sales strategies geared to synchronize and coordinate
sales plans on both fronts and efficiently achieve maximum
synergy.

Claxson (XSON.OB) is a multimedia company providing branded
entertainment content targeted to Spanish and Portuguese
speakers around the world. Claxson has a portfolio of popular
entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet. Claxson was formed on
September 21, 2001 in a merger transaction, which combined El
Sitio, Inc. and other media assets contributed by funds
affiliated with Hicks, Muse, Tate & Furst Inc. and members of
the Cisneros Group of Companies. Headquartered in Buenos Aires,
Argentina, and Miami Beach, Florida, Claxson has a presence in
all key Ibero-American countries, including without limitation,
Argentina, Mexico, Chile, Brazil, Spain, Portugal and the United
States.


CNC: S&P Affirms Low-B & Junk Level Ratings on Ser. 1994-1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on CNC
Pass-Through Certificates Series 1994-1 and removed them from
CreditWatch, where they were placed January 18, 2002.

The affirmations follow Standard & Poor's analysis of the loans
impacted by Kmart closings. As of the March 3, 2003
distribution, there are 15 loans exposed to Kmart with an
aggregate scheduled principal balance of $55.4 million (48% of
the pool). Four of these loans, comprising $16.6 million, or
14.6% of the pool, will be impacted by Kmart store closings.
Of the four loans, one is 90-plus days delinquent ($3.6
million), and another is REO ($4.8 million).

There are an additional six loans exposed to Kmart, totaling
$21.1 million (18.5% of the pool), each secured by one property,
where Kmart has requested rent reductions. Leases on five of the
six properties have not been rejected. The lease on the
remaining property, which is encumbered by a $3.9 million
mortgage loan, has been rejected. Kmart agreed to stay open,
provided its rent was reduced, but has reserved the right to
terminate the lease.

To date, the trust has experienced one loss related to a Kmart
credit tenant lease loan. The loan, which became delinquent due
to a Kmart lease rejection, was liquidated at a 22% loss to the
trust. The loss was absorbed by credit enhancement in the form
of overcollateralization. No loss was allocated to the
certificateholders.

According to a recent Kmart Corp. press release, the company is
scheduled to complete its reorganization and emerge from Chapter
11 protection on or about April 30, 2003. Forty eight percent of
the pool, by balance, is secured by properties with Kmart
exposure. The remainder of the pool consists of credit tenant
loans secured by Wal-Mart (35.5%; 'AA'); Delhaize (Food Lion)
(8.5%; 'BB+'); Walgreen (3%; 'A+'); Home Depot (3%; 'AA'); and
Winn-Dixie (2%; 'BBB-').

As part of its analysis, Standard & Poor's stressed loans with
Kmart exposure under various scenarios. The resulting credit
enhancement levels adequately supported the existing ratings.

             RATINGS AFFIRMED AND OFF CREDITWATCH

          CNC Pass-Through Certificates Series 1994-1

              Rating                       Credit
Class     To         From            Enhancement
A-1       BB+        BB+/Watch Neg           26%
A-2       BB+        BB+/Watch Neg           26%
A-3       BB+        BB+/Watch Neg           26%
B         CCC        CCC/Watch Neg           17%
C         CCC-       CCC-/Watch Neg          11%


COMBUSTION ENGINEERING: Plan Confirmation Hearing Set for Apr. 7
----------------------------------------------------------------
On February 17, 2003, Combustion Engineering filed for
Prepackaged Chapter 11 protection with the U.S. Bankruptcy Court
for the District of New York (Bankr. Case No. 03-10495).

A combined hearing to consider the adequacy of the Disclosure
Statement and the confirmation of the Prepackaged Plan of
Reorganization prepared by the Debtor is set for April 7, 2003,
at 9:00 a.m. Eastern Standard Time, before the Honorable Judith
K. Fitzgerald.

The Plan provides for the creation of a Trust that will assume
the liabilities of the Debtor related to asbestos and asbestos-
containing products. The Trust will become the owner of a
secured note convertible at any time at the option of the holder
of the secured note into 80% of the outstanding equity
securities of the reorganized Debtor, as well as certain other
assets that together will permit the Trust to pay the holders of
asbestos-related, personal-injury claims. Certain other
affiliates of the Debtor will also contribute to the Trust.

A pretrial conference on Plan issues will convene on Monday,
March 17, 2003, at 12:00 noon.

Combustion Engineering is the U.S. subsidiary of ABB. ABB is a
leader in power and automation technologies that enable
utility
and industry customers to improve performance while lowering
environmental impacts.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl Young Jones & Weintraub P.C. and Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart LLP represent the Debtor in its
restructuring efforts. When Combustion Engineering filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


CONSECO FINANCE: Judge Doyle Approves $1+ Billion Asset Sale
------------------------------------------------------------
CFN Investment Holdings LLC, an investor group made up of
Fortress Investment Group, Cerberus Capital Management and JC
Flowers & Co., announced the acquisition in bankruptcy of
substantially all of the assets of Conseco Finance Corporation.

The acquisition, which is one of the largest acquisitions for
cash in US bankruptcy history, was confirmed Friday by the US
Bankruptcy Court for the Northern District of Illinois.

The assets consist primarily of a portfolio of home equity and
manufactured housing loan securities as well as the associated
servicing businesses.  The manufactured housing servicing
business is the largest in the US, with approximately 700,000
loans and $23 billion of securities.  GE Credit Corp., will
simultaneously acquire Mill Creek Bank, which houses Conseco's
credit card operations.

Wes Edens, Chairman of Fortress Investment Group, said "We are
excited about the prospects of this acquisition.  We believe
that the investor group can bring substantial value to these
assets, in particular the manufactured housing business. We view
this as an important step toward the stabilization of an
important sector of the US housing markets.  We look forward to
building long term relationships with the holders of the
securities and the Company's employees."

"The purchase price exceeds $1.1 billion," Conseco Finance said
Friday.  Mary Wisniewski at Bloomberg News tabulates the
purchase price to be $1.37 billion, consisting of $1.04 billion
CFN will contribute ($772 million in cash plus reductions in
future servicing fees) plus $323 GE Consumer Finance will kick
in Mill Creek Bank.

"We are pleased with the outcome and the action of the Court
today, and we are especially pleased with the integrity of the
auction and sale process," said Chuck Cremens, CFC's president
and chief executive officer. "Today's result is a positive
development that will provide a substantial benefit to our
estate."


CONSECO INC: Court Allows Fannie Mae Rule 2004 Exam
---------------------------------------------------
Conseco Inc., and its debtor-affiliates ask Judge Doyle's
permission to conduct a Rule 2004 Examination on Federal
National Mortgage Association.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
at the CFC Debtors' Auction, Berkadia made several bids.  At
approximately 3:00 a.m., March 5, 2003, with the CFC Debtors'
permission, Berkadia's representatives met with Fannie Mae
representatives.  Berkadia asked Fannie Mae to agree that Fannie
Mae would deal exclusively with Berkadia in resolving the
Manufactured Housing Servicing Fee issue, which has been widely
detailed throughout these proceedings.  Fannie Mae refused and,
at about 3:45, Berkadia left the Auction.

During Post-Auction negotiations, CFN offered to increase its
purchase price by $30,000,000 if the CFC Creditors' Committee
would drop its objection to the sale and support the winning bid
at the Sale Hearing.  On March 6, 2003, Berkadia submitted a
Post-Auction offer for the CFC Assets for $1,150,000,000, plus
assumed liabilities.

Mr. Sprayregen recounts that at the hearing, Peter Partee,
counsel for Fannie Mae, made this statement:

     "Fannie Mae has consented to the withdrawal, release of the
     adequate protection lien only for Berkadia.  Fannie Mae has
     agreed to consent to only Berkadia being the successor
     servicer and Fannie Mae will consent to the 9019 settlement
     only for Berkadia.  Thank you."

According to Mr. Sprayregen, Fannie Mae could potentially
prevent CFN from closing the CFC Asset Sale because one of the
closing conditions of the Purchase Agreement is resolution of
the MH Servicing Fee issue.

Thus, the Debtors want to conduct a Rule 2004 examination on
Fannie Mae.  Mr. Sprayregen asserts that Fannie Mae should
produce documents and make witnesses available for deposition.
It is critical for the Debtors to examine the requested
information.  The Debtors seek details of the interrelationship
between Fannie Mae and Berkadia, especially regarding the MH
Servicing Fee, which goes directly to whether it is in the best
interests of the CFC Debtors' estates for the sale to go
forward. The Debtors must be able to understand Fannie Mae's
apparent conduct at the March 7, 2003 hearing and its statement
on the record that it would deal exclusively with Berkadia, a
disgruntled and losing bidder, on an issue that is a closing
condition of the Purchase Agreement.

                         *   *   *

Accordingly, Judge Doyle grants the Debtors' request.  The Court
outlined the terms of the deposition and emphasized that the
questioning may only address the CFC Debtors and the MH
Servicing Fee.  The deposition was scheduled for March 12, 2002
at the Washington DC offices of Kirkland & Ellis.  Fannie Mae
will be reimbursed for its document production expenses.
(Conseco Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


CONSTELLATION BRANDS: S&P Rates Sr. Sec. Facility & Loan at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
beverage alcohol producer Constellation Brands Inc.'s proposed
$1.6 billion senior secured credit facilities and its $450
million senior unsecured bridge loan. Proceeds of these will be
used to finance the company's recently announced acquisition of
Australian wine producer BRL Hardy for $1.4 billion (including
the assumption of debt).

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and senior unsecured debt ratings on Constellation
Brands, as well as the 'B+' subordinated debt rating on the
company. Ratings for the bank facilities are based on
preliminary documentation and subject to review once final
documentation is received.

The Fairport, New York-based Constellation Brands has about
$1.35 billion of total debt outstanding.

The $1.6 billion senior secured credit facilities consist of a
$400 million revolving credit facility maturing 2008, a $400
million term loan A due 2008, and an $800 million term loan B
due 2008. The $450 million unsecured bridge loan is due 2010,
but is meant to be a bridge to equity issuance, upon which the
bridge facility will be repaid and no longer available for
borrowing.

Both the secured and unsecured credit facilities are guaranteed
by substantially all domestic operating subsidiaries and
selected foreign subsidiaries.

Only the secured facilities are secured by capital stock of the
operating companies, and they contain a springing lien tied to a
credit ratings trigger. This would require the company to
provide additional collateral consisting of operating assets in
the event of ratings downgrades. However, the bank agreement
contains a provision that would eliminate the springing lien
when the company achieves a debt leverage target of less
than 4 to 1. Although Standard & Poor's generally treats
springing liens as if they were perfected from the outset, in
this instance, management has committed to delevering and
therefore eliminating the springing lien in the near term by
applying the proceeds of an intended common equity issuance to
the repayment of debt.

"The ratings on Constellation Brands reflect its strong cash
generation from a diverse portfolio of beverage alcohol
products, offset in part by the competitive nature of the
company's markets and a leveraged financial profile reflecting
its acquisitive growth strategy," said Standard & Poor's credit
analyst Nicole Delz Lynch.

Constellation Brands is the second-largest U.S. supplier of
wines, the third-largest U.S. importer of beer, and the third-
largest U.S. supplier of distilled spirits. The company is also
the No. 2 producer of cider in the U.K. and a leading U.K.
beverage alcohol wholesaler. Standard & Poor's believes that the
acquisition of BRL Hardy will strengthen Constellation Brands'
business profile, making the company one of the largest global
wine producers. However, Standard & Poor's also believes that an
acquisition of this size will initially weaken credit measures
in the near term and create both integration and financing risk
for the company.


DELTA FINANCIAL: Prices $263-Million Asset-Backed Securitization
----------------------------------------------------------------
Delta Financial Corporation (OTCBB: DLTO.OB) announced that
through its subsidiary, Renaissance Mortgage Acceptance Corp.,
it recently priced $263 million of residential closed-end home
equity loan-backed certificates through lead manager Wachovia
Securities Inc., and co-manager Greenwich Capital Markets, Inc.

Delta will use the proceeds from the securitization to provide
long term financing of its mortgage loans and for general
corporate purposes.

The Renaissance Home Equity Loan Trust 2003-1 was a senior
subordinate structure, with a fully-funded overcollateralization
account at closing. Standard & Poor's, Fitch IBCA, and Moody's
Investors Service, Inc rated all of the securities.

The Company also announced that it expects to originate
approximately $300 million in mortgage loans for the quarter
ending March 2003, an increase of 16% over the previous quarter
(representing an annualized growth rate of over 80%). The
Company continues to grow its loan originations organically
through its wholesale and retail channels. Retail loans continue
to constitute over 40% of total loan production.

Finally, the Company also announced that it anticipates
releasing 2003 first quarter results around early May, at which
time the Company will revise upward its previously announced
2003 earnings guidance of $1.05 (on a diluted basis).

Due to uncertainties in the market place regarding the general
economic climate and the threat of war, among other factors -
all of which can dramatically affect the Company's performance -
the Company is not able to provide more definitive guidance on
its earnings estimates at this time. The guidance given in this
release speaks only as of a given point in time and is
necessarily based upon numerous assumptions that may not prove
valid in the future. We hereby disclaim any obligation to update
the guidance at any future date. The process of determining
quarterly earnings involves, among other things, assumptions
regarding our future loan production, securitization execution,
interest rates, availability of funding at favorable terms and
conditions, loan prepayment rates, delinquency and default
rates, costs associated with litigation and regulatory
compliance and general economic conditions. Therefore, any
assumptions that are imbedded in current earnings guidance are
just current estimates that are subject to significant potential
revisions based upon the facts and circumstances which may exist
at future period ends.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells (and until May 2001, serviced) non-
conforming home equity loans. Delta's loans are primarily
secured by first mortgages on one- to four-family residential
properties. Delta originates home equity loans primarily in 26
states. Loans are originated through a network of approximately
1,500 brokers and the Company's retail offices. Since 1991,
Delta has sold approximately $8.0 billion of its mortgages
through 35 AAA rated securitizations.


EAGLE-PICHER: S&P Revises Outlook on B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Eagle-Picher Industries Inc. The outlook on the
auto and industrial parts provider has been revised to stable
from negative. The company had total debt of about $380 million
at fiscal year-end November 30, 2002.

"The outlook revision reflects Eagle-Picher's improved financial
profile and stronger credit protection measures, following a
period of restructuring by new management," said Standard &
Poor's credit analyst John R. Sico. Debt levels have declined to
about $380 million at year-end 2002 from about $450 million at
the end of 2001 and debt to EBITDA is now in the 4x area versus
about 5x in 2001.

The ratings on Phoenix, Arizona-based Eagle-Picher reflect the
broad product and customer diversity in niche end markets,
largely offset by its heavy debt burden, exposure to the
challenging automotive sector, and the refinancing risks
associated with its senior secured bank facility due
2004.

Eagle-Picher is a niche provider to the highly fragmented
automotive, aerospace, defense, and telecommunications end
markets with sales of about $700 million at the end of fiscal
2002. The company's largest segment is automotive, which
represented about two-thirds of consolidated revenues. Despite
the challenging pricing environment of the automotive parts
industry in the last few years, segment performance has shown
modest improvement. Good geographic diversity, reflected in
sales to major automakers in North America, Europe, and Asia,
combined with improved product design and development
capabilities have helped the company compete against stronger
and better-positioned competitors in the industry, which also
includes original equipment manufacturers. With the phasing out
of a transmission pump product and the expected sale of the
company's Hillsdale, United Kingdom operations, current efforts
are focused on improving customer relationships and new product
development.

Standard & Poor's expects Eagle-Picher will continue to realize
benefits from ongoing restructuring and productivity
enhancements. The demonstrated ability of new management to
improve operating performance should continue to offset the
impact of slower top-line revenue growth in its automotive
segment in the near term to ensure credit protection measures
will remain in line with the rating.


EL PASO CORP: Urges Shareholders to Elect "World-Class" Board
-------------------------------------------------------------
Selim K. Zilkha, a major shareholder of El Paso Corporation
(NYSE: EP), issued the following statement:

     "The action by El Paso's current board in finally removing
William Wise as El Paso's CEO is far too little and far too
late.  The current board, even without Mr. Wise, is still trying
to cobble together the latest in a series of business plans to
correct its past mistakes.

     "What El Paso requires is systemic change, not just knee-
jerk reactions and band-aid surgery.  That kind of change can
only take place with new leadership and fresh thinking, and with
a board that has not only the commitment, but also the talent
and the credibility to re-establish El Paso as a leader in the
energy industry.

     "This proxy contest is not about personalities.  It is about
the future of El Paso and who is best equipped to lead the
company.  Unfortunately, we believe that the incumbent board
lacks the requisite credibility and depth of energy industry
experience needed to bring about the meaningful change that is
required.  Simply stated, the current board should no longer be
entrusted with the shareholders' investment.

     "By contrast, we are offering the El Paso shareholders the
opportunity to elect a slate of directors that has world-class
credentials, proven energy industry experience and a focus on
enhancing value for investors.  That is the only kind of
leadership that can develop and execute a sound business plan
and attract quality personnel to El Paso.  And that is exactly
what we will be putting in front of the long-suffering El Paso
shareholders as they decide on the Company's future direction."

On March 11, 2003, Selim K. Zilkha filed with the Securities and
Exchange Commission a preliminary proxy statement relating to
his solicitation of proxies with respect to the 2003 El Paso
annual meeting of stockholders.  Mr. Zilkha will file with the
Commission, and will furnish to El Paso's stockholders, a
definitive proxy statement and may file other proxy solicitation
materials.  Investors and security holders are urged to read the
proxy statement and any other proxy solicitation materials, when
they become available, because they will contain important
information.


EL PASO CORP: Consummates $1.2BB Financing and $500MM Asset Sale
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) has completed a major financing
and closed the sale of its Mid-Continent natural gas and oil
reserves to Chesapeake Energy Corporation (NYSE: CHK).

El Paso closed a $1.2-billion two-year secured loan and used the
proceeds to retire the approximately $825-million net balance of
the Trinity River financing.  This is an important step to
simplify El Paso's balance sheet and provide the company with
significant additional flexibility and liquidity.  As previously
disclosed, the cash generated from the assets that had supported
Trinity River was restricted so that El Paso did not have full
access to these funds.  The new $1.2-billion loan has scheduled
maturities of $300 million in June 2004, $300 million in
September 2004, and the $600-million balance in March 2005.  It
is secured by a portion of the production properties that
previously supported Trinity River.  The loan was upsized to
$1.2 billion from an originally planned $1 billion.

With the sale of the Mid-Continent properties for $500 million,
El Paso has now signed agreements for or closed approximately 45
percent, or $1.5 billion, of the $3.4 billion of non-core asset
sales the company expects in 2003.  The asset sales and
financing activities support El Paso's previously announced 2003
five-point business plan, which includes exiting non-core
businesses quickly but prudently and strengthening and
simplifying the balance sheet while maximizing liquidity.

El Paso will use the net proceeds from these transactions along
with cash on hand to retire the $1-billion Limestone Electron
notes on the scheduled Monday, March 17, 2003 maturity.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has core businesses in production, pipelines, midstream
services, and power.  El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy.  For more information, visit http://www.elpaso.com

                         *     *     *

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.


EMMIS COMMS: Will Publish 4th Quarter Results on April 15, 2003
---------------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) will release 4th
quarter earnings during a conference call at 9 a.m. Eastern on
Tuesday, April 15, 2003.  Emmis Chairman/Chief Executive Officer
Jeff Smulyan and Executive Vice President/Chief Financial
Officer Walter Berger will host the call.  To access the
conference call, please dial 1.630.395.0023.  A replay will be
available until Tuesday, April 22 by dialing 1.402.220.3834.

To facilitate entry, we recommend that you place your call five
minutes before start time.

     DATE/TIME            Tuesday, April 15, 2003
                          Eastern     9 a.m.
                          Central     8 a.m.
                          Mountain    7 a.m.
                          Pacific     6 a.m.
     CALL NAME/PASSCODE   Emmis Communications
     MODERATORS           Jeff Smulyan & Walter Berger
     DIAL-IN              1.630.395.0023
     PLAYBACK             Until Tuesday, April 22, by dialing
                          1.402.220.3834.

Investors have the opportunity to listen to the conference call
over the Internet through the Emmis site, http://www.emmis.com
To listen to the live call, please go to the web site at least
15 minutes early to register and download and install any
necessary audio software.  For those who cannot listen to the
live broadcast, a replay will be available on the site shortly
after the call.

If you have any questions or need further clarification, please
contact: Kate Healey, Media & Investor Relations, 317.684.6576,
kate@emmis.com

The company owns and operates more than 20 radio stations
serving some of the top markets in the US, including New York
City, Los Angeles, and Chicago. It also owns two radio networks
(AgriAmerica and Network Indiana) in Indiana. Abroad, the
company has stakes in two stations in Argentina and one in
Hungary. Emmis plans to spin off its TV division -- 15 network-
affiliated television stations in 12 states. In addition to
broadcasting, the company publishes several regional magazines,
including Indianapolis Monthly, Los Angeles Magazine, and Texas
Monthly. Chairman Jeffrey Smulyan controls nearly 60% of the
firm.

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its single-'B'-plus bank loan
rating to the $500 million senior secured term loan B of Emmis
Operating Co. All other ratings on Emmis and its parent company,
Emmis Communications Corp., including the single-'B'-plus
corporate credit rating, are affirmed. The outlook is stable.


ENCOMPASS SERVICES: Selling Seven Non-Core Business Units
---------------------------------------------------------
Shayne H. Newell, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tells the Court that the value of these
Encompass Services businesses diminishes daily through the loss
of key employees and customers:

     -- Encompass Capital, Inc.,
     -- Watson Electrical Construction, Co., and
     -- EET Southeast:

        1. Encompass Electrical Technologies Southeast, Inc.
        2. Encompass Electrical Technologies North Florida, Inc.
        3. Encompass Electrical Technologies-Western Tennessee
           Inc.
        4. Encompass Electrical Technologies Georgia, Inc.
        5. Encompass Electrical Technologies-Projects Group, Inc.

In smaller companies, Mr. Newell says, the loss of even one or
two managers can be particularly difficult due to the managers'
influence throughout the organization.  Employee morale at these
businesses is extremely low.  Moreover, Mr. Newell reports,
these businesses continue to lose projects because of bonding
unavailability and because general contractors on pending
projects are terminating the Encompass Entities as a
subcontractor.

"The Chapter 11 filing has severely damaged relationships with
important vendors and customers, who now perceive [the Encompass
Entities] as financially incapable of completing new projects,
thereby impacting [the Encompass Entities'] ability to bid on
the projects," Mr. Newell notes.  Realizing that time is of the
essence in maximizing the value of these businesses, the Debtors
have engaged in certain marketing efforts.

According to Mr. Newell, local management of these Encompass
Entities submitted offers for the purchase of the businesses in
early 2003.  At that time, the Debtors evaluated the offer and
began negotiating with local management.  The Debtors also asked
FMI, a financial advisory firm with expertise in the
construction industry, to review the companies' operations and
market the Encompass Entities to third parties -- both strategic
and financial buyers.  The Debtors have determined that the
likelihood of continued deterioration of the business is high
given the limited bonding capacity and other operational issues
facing the Encompass Entities.  Therefore, the Debtors decided
to move quickly to purchase and sale agreements with local
management.  FMI will continue to search for alternate buyers
until the Court hears the Debtors' requests.

The Debtors have entered into purchase and sale agreements to
sell certain assets of:

     -- ECI to Compass Electrical Technologies, Inc.,
     -- Watson to Watson Electrical Acquisition Co., LLC, and
     -- EET Southeast to Regency Acquisition I Corp.

By this motion, the Debtors seek this Court's authority to sell
the Assets free and clear of all liens, claims, encumbrances,
and other interests, subject to higher and better offers, to the
Buyers in accordance with the terms of the Purchase and Sale
Agreements.

To the extent that any higher and better offers are received,
the Debtors will conduct an auction to determine the successful
bidder for the Assets.

The Debtors also ask Judge Greendyke to approve the assumption
and assignment of certain executory contracts and unexpired
leases to the Buyers.

The Debtors will sell the:

     -- ECI Assets to Compass for $1,000,000 in cash and notes.
        The ECI Assets included in the Proposed Sale are limited
        to ECI's operations in Northern Virginia, formerly known
        as Tower Electric Incorporated and Walter C. Davis & Sons
        Incorporated;

     -- Watson Assets to Watson Electrical Acquisition for
        $3,000,000 in cash; and

     -- EET Southeast Assets to Regency for $2,400,000 in cash.

Moreover, the sale proceeds for the Proposed Sales include the
assumption of the current liabilities of the Encompass Entities
at the time of closing, including certain prepetition
liabilities.  The Buyers want to pay outstanding trade payables
to maintain satisfactory business relationships with vendors,
which are valuable to the business operations going forward.

The Debtors believe that the Proposed Sales provide them with
their best opportunity to preserve and maximize value for their
creditors.  The proposed purchase prices are the highest and
best offers received by the Debtors for the Assets, which are
not core assets of the Debtors' businesses. (Encompass
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON CORP: Seeks to Modify LeBoeuf's Retention for the 2nd Time
----------------------------------------------------------------
On February 20, 2002, the Court approved LeBoeuf, Lamb, Green &
MacRae, LLP's retention as the Enron Corporation and its debtor-
affiliates' special counsel for the continued representation in
or with respect to matters that LeBoeuf has historically handled
for the Debtors or where it has unique expertise, like the sale
or assignment of retail and wholesale power contracts, certain
state and federal regulatory matters.

Irena M. Goldstein, Esq., at LeBoeuf, Lamb, Greene & MacRae,
LLP, in New York, relates that on July 23, 2002, the Court
modified the Original Order to expand the scope of LeBoeuf's
retention to include representation in the numerous pending
investigations being conducted by various governmental agencies
into certain prepetition activities of the Debtors in the energy
markets.

Recently, Ms. Goldstein informs the Court, the Debtors asked
LeBoeuf to represent them in connection with certain additional
matters:

A. Certain Enron Broadband Services Matters

     The Debtors want LeBoeuf to represent Enron Broadband
     Services, Inc. in connection with the sales of assets and
     negotiation and documentation of settlements of various EBS
     contracts.  While LeBoeuf has not historically represented
     EBS on these types of transactions or matters prepetition,
     this type of work is substantially similar to the contract
     sale and settlement work it has been handling for other
     Enron entities in these cases, namely Enron Energy Services,
     Inc. and Enron Power Marketing, Inc.  While the Debtors
     believe that these matters are likely within the scope of
     the matters for which it has been retained by the Debtors in
     these cases, the Debtors seek a Court order out of abundance
     of caution.

B. Adversary and Litigation Matters

     The Debtors ask LeBoeuf to represent Enron North America
     Corp., Enron Power Marketing, Inc. and Enron Corp. in
     adversary proceedings currently pending, or potentially to
     be commenced depending on the outcome of various settlement
     discussions, as well as in certain cases related to state or
     federal district court litigation matters.  These matters
     include litigation involving the Debtors' prepetition
     relationships with lenders, power purchasers and sellers,
     issuers and beneficiaries of letters of credit and similar
     types of adversary or litigation matters.  While LeBoeuf has
     historically provided substantial services to these Debtors,
     it has not historically provided substantial litigation
     services for the Debtors outside the regulated energy arena.
     Certain of these requests for LeBoeuf to provide services of
     the Litigation Matters arise from the Debtors' desire to
     transfer responsibility for the particular matter from
     another law firm to LeBoeuf and other new matters that the
     Debtors have requested it to handle in certain cases due to
     conflicts of other counsel in these cases.

Ms. Goldstein reports that LeBoeuf agreed to undertake these
representations.  So as not to have any duplication of
responsibilities, LeBoeuf will coordinate its efforts with Weil,
Gotshal & Manges.

Ms. Goldstein assures the Court that LeBoeuf is well qualified
and able to represent the Debtors in an efficient and timely
manner in connection with these additional matters.  Moreover,
to the best of the Debtors' knowledge, LeBoeuf attorneys do not
have any connection with, or any interest adverse to, the
Debtors, their creditors, or any parties-in-interest, or their
attorneys and accountants, except as disclosed by LeBoeuf to the
Court.

Accordingly, the Debtors ask the Court to modify the Original
Order, pursuant to Section 327(e) of the Bankruptcy Code, to
expand the scope of the retention nunc pro tunc to November 1,
2002.  In addition, the Debtors seek the Court's authority to
pay LeBoeuf its customary hourly rates as they may be adjusted
from time to time for services rendered and to reimburse its
out-of-pocket expenses. (Enron Bankruptcy News, Issue No. 59;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Brings-In Bayard Firm as Co-Counsel
-------------------------------------------------------
After interviewing new candidates to represent the Official
Unsecured Creditors' Committee in the Bank Litigation, the
Committee selected Sonnenschein Nath & Rosenthal to serve as its
special litigation counsel to prosecute the Bank Litigation, in
the chapter 11 cases involving Exide Technologies and debtor-
affiliates.

The Committee has also selected The Bayard Firm to serve as
Delaware special litigation counsel to assist Sonnenschein.

Accordingly, the U.S. Bankruptcy Court for the District of
Delaware granted the Official Committee Of Unsecured Creditors'
motion to retain The Bayard Firm as special litigation co-
counsel, nunc pro tunc to January 13, 2003

The Bayard Firm's hourly rates range from:

         Directors                      $350 - 475
         Associates                      180 - 325
         Paralegals and Assistants        80 - 130

Furthermore, The Bayard Firm's compensation in these cases will
be based on:

    A. Other than with respect to services provided and fees
       incurred in connection with the prosecution of Claims and
       Defenses, The Bayard Firm will be compensated in
       accordance with the procedures provided in Sections 330
       and 331 of the Bankruptcy Code, the Federal Rules of
       Bankruptcy Procedures as may then be applicable from time
       to time, and the procedures as may be fixed by Court
       Order, including, the Order Establishing Procedures for
       Interim Compensation and Reimbursement of Expenses of
       Professionals and Committee members entered by the Court
       on May 10, 2002;

    B. With respect to services provided and fees incurred in
       connection with the prosecution of Claims and Defenses,
       The Bayard Firm will be compensated:

       1. solely from, and to the extent of:

          a. funds, if any, that are not Lender Funds, as the
             terms is defined in the Final DIP Order; and

          b. subject to the terms of the Final DIP Order, the
             proceeds, if any, of the successful prosecution or
             settlement of Claims and Defenses, or the proceeds,
             if any, of the successful prosecution or settlement
             of Claims and Defenses, or the proceeds thereof or
             entitlements or interests arising therefrom, that in
             each case are expressly identified in an order of
the Court prior to any transfer to The Bayard Firm;
and

       2. in accordance with the Compensation Procedures; and

    C. In accordance with Final DIP Order and except as set forth
       with respect to C&D Proceeds, or unless otherwise ordered
       by the Court, The Bayard Firm will not be compensated in
       connection with the prosecution of any Claims and Defenses
       from any Lender Funds at any time. (Exide Bankruptcy News,
       Issue No. 19; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


FEDERAL-MOGUL: Gets Approval for Flexitallic Deed of Compromise
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates sought and
obtained Court approval for a settlement agreement compromising
and resolving certain claims with respect to eight Flexitallic
entities.  The Debtors entered into a Deed of Compromise that
resolves a three-year old litigation between certain debtor and
non-debtor defendants and Flexitallic over the Debtors' sale of
one of the gasket and sealing materials manufacturing divisions
to Flexitallic in 1997.

The Debtors explain that Flexitallic brought a suit in 1999
before the High Court of Justice, Queens Bench Division,
Commercial Court against these defendants:

(a) Debtor defendants:

       * T&N Limited;
       * T&N Investments Limited;
       * T&N Industries Inc.;
       * T&N Shelf Twenty Limited;
       * T&N Shelf Twenty-One Limited;
       * Federal-Mogul Export Services Limited; and
       * Gasket Holdings Inc.; and

(b) Non-debtor subsidiaries:

       * 681481 Ontario Limited;
       * Federal-Mogul Vermogensvwaltungs GmbH or F-M Burscheid;
         and
       * Federal-Mogul Friction Products a.s. or F-M Prague.

The Flexitallic entities include:

      * Flexitallic Group, Inc.;
      * Flexitallic, Inc.;
      * Flexitallic Ltd.;
      * Flexitallic GmbH;
      * Bohemian Technical Textiles sro;
      * Flexitallic Canada Corporation;
      * Flexitallic Investments Inc.; and
      * Flexitallic L.P.

Pursuant to the lawsuit, Flexitallic sought eight claims for
relief, consisting of various breach of contract claims and a
single environmental claim arising from damages resulting from a
defective product, for a total of GBP7,300,000 in claims.  Some
of the eight claims in the Flexitallic Action, totaling
GBP800,000, were settled before the Petition Date, but the rest,
representing the majority of the potential liability to the
Defendants, remained.  The commencement of the Debtors'
bankruptcy cases in the United States and England stayed the
Flexitallic Action against the Debtor Defendants.  The lawsuit,
however, proceeded against the Non-Debtor Defendants.

During the course of the lawsuit, Flexitallic dropped certain
claims against some of the Non-Debtor Defendants, some of which
remain stayed as against the Debtor Defendants, and limited the
active prosecution of the lawsuit to the European defendants,
F-M Burscheid and F-M Prague.  Flexitallic's GBP6,200,000 claims
against the European Non-Debtor Defendants went to trial.

At the trial, Flexitallic dropped all claims against F-M
Burscheid and most against F-M Prague, but continued to proceed
against F-M Prague on one claim for GBP2,800,000.  However, F-M
Prague prevailed on all counts and received -- as is a typical
practice in English courts -- an order for costs against
Flexitallic.  Flexitallic became, and is currently, liable for
the European Non-Debtor Defendants' attorney's fees and costs
associated with defending the lawsuit.  Flexitallic appealed.
If Flexitallic prevails on appeal, the Debtors expect that the
order for costs will be vacated and the European Non-Debtor
Defendants could become liable for Flexitallic's attorney's
fees.

Under the Deed of Compromise, the Debtors relate that
Flexitallic has agreed to dismiss all of its claims.  In
exchange, both Debtor and the Non-Debtor Defendants will not
enforce the order for costs against Flexitallic.  The Defendants
also have agreed to some minor concessions regarding a real
property that the Defendants currently lease to Flexitallic.
The Defendants will allow some flexibility to sub-let or
surrender to a new tenant the real property currently leased to
Flexitallic. (Federal-Mogul Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FORD CREDIT: S&P Assigns Preliminary BB Class D Note Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2003-B's $2,761,805,000
asset-backed notes and certificates series 2003-B.

The preliminary ratings are based on information as of March 13,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect credit support composed of the
subordination of 6.65% for class A, 3.80% for class B, and 1.90%
for class C; and a nonamortizing, fully funded reserve account
equal to 0.50% of initial gross principal balance. The payment
structure also features a turbo mechanism whereby excess spread
after covering losses and building up the reserve fund to its
required level will be used to pay the securities until the
requisite overcollateralization is reached. Furthermore,
although Ford Motor Credit Co.'s recent asset-backed
securitizations have experienced a weakening performance trend,
excess spread has increased to a level that adequately covers
higher losses, thus allowing hard credit enhancement to remain
unchanged.

                   PRELIMINARY RATINGS ASSIGNED
                Ford Credit Auto Owner Trust 2003-B

      Class                   Rating            Amount ($000s)
      A-1                     A-1+                     400,000
      A-2a and A-2b           AAA                    1,000,000
      A-3a and A-3a           AAA                      800,000
      A-4                     AAA                      372,250
      B-1 and B-2             A                         81,225
      C                       BBB                       54,165
      D                       BB                        54,154


FORD MOTOR: Initiates 2nd Quarter North American Production Plan
----------------------------------------------------------------
Ford Motor Company plans to produce 980,000 vehicles at North
American assembly plants in the second quarter 2003.  In the
second quarter 2002, the company produced 1.176 million
vehicles.

Almost half of the year-to-year reduction in second quarter
production reflects non-recurrence of last year's planned growth
in inventories.  The remainder of the decline reflects capacity
and product actions related to the company's Revitalization
Plan, and reduced F-Series production during the launch of the
all-new F-150 truck.

The company reaffirmed its first quarter production plan of
1.035 million vehicles.

Ford Motor Company's 6.625% bonds due 2028 are currently trading
at about 73 cents-on-the-dollar.


FORD MOTOR: Releases Form 10-K & Cost of Credit Insurance Soars
---------------------------------------------------------------
Morgan Stanley increased its annual premium to $540,000 to
insure $10 million of receivables owed by Ford Motor Credit Co.
against default for a five-year term.  This is a 37% increase in
the past two weeks according to pricing data Morgan Stanley
distributes via Bloomberg.  At the beginning of the month,
Morgan Stanley's annual fee was $395,00 to purchase protection
in the form of a credit-default swap.  Banco Bilbao, by
comparison, is asking $500,000 per year for 3-year protection
and $550,00 per year to write a 5-year contract.

Ford Motor Co. delivered it's annual report on a Form 10-K to
the Securities and Exchange Commission after the markets closed
Friday.  The results for the year ending Dec. 31, 2002, are
mixed:

     * sales are flat;
     * production volume fell by 400,000 vehicles from 2001;
     * the company's working capital deficit has narrowed;
     * leverage remains very high; and
     * EBITDA and profit margins show the company's struggling.

         Total Assets               Total Liabilities
         ------------               -----------------
    1998   $237.5 +++          1998   $213.5 +
    1999   $270.2 +++++++      1999   $241.9 ++++
    2000   $284.4 ++++++++     2000   $265.1 ++++++
    2001   $276.5 +++++++      2001   $268.1 ++++++
    2002   $295.2 +++++++++    2002   $283.9 ++++++++

         Shareholder Equity         Current Assets
         ------------------         --------------
    1998    $24.0 +++++++      1998    $41.7 +++++
    1999    $28.3 +++++++++    1999    $44.9 +++++++
    2000    $19.3 ++++         2000    $40.1 +++++
    2001     $8.4 .            2001    $36.9 +++
    2002    $11.3 .            2002    $48.6 +++++++++

         Current Liabilities        Working Capital
         -------------------        ---------------
    1998   $106.9 +++++++      1998   ($65.2)
    1999   $115.5 +++++++++    1999   ($70.6)
    2000   $114.9 +++++++++    2000   ($74.8)
    2001    $93.9 +++++        2001   ($57.0)
    2002    $61.5 .            2002   ($12.9)

         Leverage Ratio             Liquidity Ratio
         --------------             ---------------
    1998      8.9 .            1998      0.4 ++++
    1999      8.5 .            1999      0.4 ++++
    2000     13.7 +            2000      0.3 +++
    2001     31.9 +++++++      2001      0.4 ++++
    2002     25.1 +++++        2002      0.8 ++++++++

         Net Sales                  Interest Expense
         ---------                  ----------------
    1998   $144.4 +++++        1998     $0.8 ++++
    1999   $160.6 +++++++      1999     $1.3 ++++++
    2000   $170.1 ++++++++     2000     $1.4 +++++++
    2001   $162.4 +++++++      2001     $1.4 +++++++
    2002   $162.5 +++++++      2002     $1.4 +++++++

         EBITDA                     Net Income
         ------                     ----------
    1998    $23.3 +++++++      1998    $22.0 +++++++
    1999    $24.9 ++++++++     1999     $7.2 ++
    2000    $24.1 ++++++++     2000     $3.4 +
    2001     $9.8 +++          2001    ($5.4)
    2002    $11.8 +++          2002    ($1.0)

         EBITDA Margin              Profit Margin
         -------------              -------------
    1998     16.1%++++++++     1998     15.2%+++++++
    1999     15.5%+++++++      1999      4.5%++
    2000     14.2%+++++++      2000      2.0%.
    2001      6.0%+++          2001     -3.3%
    2002      7.3%+++          2002     -0.6%

A free copy of Ford's annual report is available at:

    http://www.sec.gov/Archives/edgar/data/37996/000003799603000013/0000037996-03-000013.txt

Ford estimates that it manufactures and sells 21% of all cars
and trucks in the United States.  General Motors' market share
is about 28% and DaimlerChrysler captures 14%.

Ford employs 350,321 workers.  Ford's $162 billion in annual
sales account for about 1-1/2% of the United States' gross
domestic product.  If Ford were a sovereign nation, it would
rank as the 23rd-largest country -- a bit larger than Austria
and a little smaller than Sweden.

Asbestos claims against the automaker, while manageable today,
are rising:

        Date         Active Claims
        ----         -------------
      12/31/01   18,000  +++++++++++++++++
      12/31/02   23,000  ++++++++++++++++++++++
      02/28/03   25,000  ++++++++++++++++++++++++

The rising number of claims, together with the trends in civil
litigation toward larger jury verdicts and punitive damages
awards, Ford says, "will result in increased costs in 2003 and
could result in our costs for asbestos-related claims becoming
substantial in the future."


GENUITY INC: Wants to Implement Key Employee Retention Program
--------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek the Court's
authority under Sections 105(a) and 363(b)(1) of the Bankruptcy
Code to implement an incentive and retention program that
provides bonuses to encourage the retention of employees of the
bankruptcy estate, who are essential to the efficient
administration of the estates and the Debtors' efforts to
maximize returns to their creditors.

William F. McCarthy, Esq., at Ropes & Gray, in Boston,
Massachusetts, reminds the Court that in connection with the
Closing of the Sale Transaction, about 700 of the Debtors'
employees were terminated as part of a reduction-in-force and
about 1,400 of the Debtors' employees took positions with the
Purchaser.  Only 95 employees now remain with the Debtors for
the purpose of executing the Debtors' post-Closing obligations
under the Asset Purchase Agreement and Transition Services
Agreement with Level 3, winding up the Debtors' businesses, and
assisting in the resolution of claims against the Debtors'
estates. Managing the Estate and supervising the Estate
Employees will be seven former executives and senior managers of
the Debtors, led by Ira Parker, formerly Genuity Executive Vice
President and General Counsel, who was recently appointed as the
Debtors' Chief Executive Officer.  The Estate Executives removed
themselves from consideration for positions at Level 3 and other
job opportunities and agreed to remain with the estate following
the Closing to help wind up the Debtors' business affairs in as
effective and efficient manner as possible, for the benefit of
the Debtors' creditors.

Mr. McCarthy is concerned that the Debtors' ability to fulfill
their post-Closing obligations under the Asset Purchase
Agreement and Transition Services Agreement and to efficiently
administer their estates would be substantially hindered if the
Debtors are unable to retain and motivate the Estate Employees.
The Estate Employees have the extensive institutional knowledge
and experience necessary to efficiently assist the Debtors
through the remainder of these Chapter 11 cases.  The retention
and motivation of the Estate Employees is particularly important
in this case in light of the Debtors' extensive post-Closing
obligations under the Asset Purchase Agreement and the
Transition Services Agreement with Level 3.  While some of the
post-Closing obligations are typical of sales under Section 363
of the Bankruptcy Code -- for example, defending the Debtors
against indemnification claims for breaches under the Asset
Purchase Agreement, negotiating post-Closing price adjustments,
and settling and litigating disputes over cure amounts and
rejection damage claims -- many are unique to the Sale, and
therefore require employees with an intimate knowledge of the
Debtors' businesses, the complex provisions of the Asset
Purchase Agreement and the Transition Services Agreement and the
history of the Level 3 transaction.

For example, Mr. McCarthy notes that the Debtors must enforce an
agreed on $600,000,000 cap on rejection damage claims, a complex
calculation that will entail significant efforts by the Debtors'
employees for up to 180 days.  Managing this rejection damage
cap is only one piece in a uniquely demanding transition period.
For up to 180 days following the Closing, the Debtors will
remain counterparties to virtually all of their vendor contracts
and real estate leases.  During this time, while Level 3 decides
which of these contracts it will instruct the Debtors to assume
and assign to it, the Debtors' employees must ensure that these
contracts remain in effect and that the Debtors fulfill all of
their obligations under them.  At the same time, the Debtors'
employees will be required to respond quickly to Level 3's
decisions to exclude assets from the sale, so as to maintain
essential services for the estates while limiting rejection
damage claims and the administrative expenses of the estate.

Mr. McCarthy admits that the fact that the Debtors are winding
up their businesses makes it extremely difficult for the Debtors
to retain employees.  Knowing as they do that their positions
with the Debtors are limited in duration, and notwithstanding
the existence of the benefits made available under the Severance
Program and through the Modified Retention Payment, the Estate
Employees would be naturally inclined to seek out other
employment opportunities as soon as possible to ensure
themselves more secure employment.  Additional incentives are
necessary, therefore, to encourage the Estate Employees to
remain with the Debtors longer than they would otherwise.

Under the circumstances, Mr. McCarthy believes that many of the
Estate Employees may, as a practical matter, be irreplaceable.
If current employees resign, there are few, if any, replacements
available from within the Company.  Furthermore, the likelihood
that the Debtors will be able to attract new employees at this
time is slim.  Offers of employment from debtors-in-possession
are not highly desirable, all the more so in this case, when the
Debtors are winding up their businesses.  Were the Debtors able
to attract new employees, Mr. McCarthy states that they would
likely come at a significant additional cost to the estates,
particularly when weighing the probable demands for above-market
compensation against the want of experience with the Debtors'
businesses.  The potential for disruption and damage is
significant, should knowledgeable employees depart during the
next three to six months.  For example, these departures could
lead to post-Closing breaches by the Debtors of the Asset
Purchase Agreement, which in turn might result in adverse
adjustments of the purchase price or indemnification
obligations.

According to Mr. McCarthy, the proposed Incentive and Retention
Program supplements the severance and modified retention plans
previously approved by the Court in this case.  The earlier
plans were broad-based, applying to large numbers of the
Debtors' employees and were aimed at retaining and motivating
those employees through the Closing.  The program proposed in
this Motion is narrower, applying only to the 95 employees
remaining with the Estate.  It is specifically focused on
retaining those employees through the earlier of:

     -- the completion of the individual Estate Employee's
        assignment; or

     -- the effective date of the Debtors' plan of
        reorganization.

The Incentive and Retention Program is further focused on
providing the Estate Employees with appropriate incentives to
motivate them to do their jobs effectively and efficiently
during the time they are with the Estate.  Estate Employees who
resign prior to the occurrence of a Trigger Event, and any
Estate Employee who is terminated for cause, will not receive
any benefits under the Incentive and Retention Program.

Mr. McCarthy explains that the centerpiece of the Program is a
retention bonus that provides each Estate Employee with a bonus
based on a percentage of his or her base salary for each month
the employee remains with the Estate.  This feature gives the
Estate the flexibility to reduce the number of Estate Employees
rapidly as the Estate's work is completed, while still
motivating the Estate Employees while they are with the Estate.

The Retention Bonus for Estate Employees who are not also Estate
Executives will equal to:

     -- the product of the Estate Employee's monthly base salary
        and the number of months elapsed between the Closing and
        the occurrence of a Trigger Event, multiplied by

     -- the Retention Bonus Percentage.

The Retention Bonus Percentage will be calculated according to
these terms:

     A. Accounts Receivable: The Retention Bonus Percentage for
        The 19 Estate Employees initially engaged in the
  collection of Accounts Receivable will be determined, at
  the discretion of management, based on the amounts they
  succeed in collecting:

              Collection      Retention Bonus
                 Range           Percentage
              ----------      ---------------
              High             100% or more
              Middle                50%
              Low                   25%

     B. General Plan: The Retention Bonus Percentage for the 70
        general Estate Employees will be determined at the
        discretion of management but will not exceed 80%.

For the seven Estate Executives, the Incentive and Retention
Program has two components:

     A. The Estate Executives will receive a Retention Bonus
        Based on the formula using a Retention Bonus Percentage
        of 100%, provided, however, that Estate Executives will
        not receive a Retention Bonus with respect to any time
        they are employed by the Debtors after December 31, 2003.

     B. The Estate Executives will receive incentive compensation
        based on aggregate actual cash distributed to general
        unsecured creditors on or before December 31, 2003.
        Estate Executives will receive Incentive Compensation, at
        the time of each distribution based on the "Incentive
        Percentage," as set forth in this matrix:

        Average %              Distribution no later than
        Recovery        09/30/03   10/31/03   11/30/03   12/31/03
        -------------   --------   --------   --------   --------
        >12% but <15%      25%        15%        10%         0%
        >15% but <18%      50%        40%        30%        20%
        >18% but <21%      75%        65%        55%        45%
        >21%              100%        90%        80%        70%

"Average Percentage Recovery" means, as to any date on which the
Debtors make a cash distribution under a plan of reorganization,
a number, expressed in percentage terms, that is the ratio of:

     A. the total amount of cash actually distributed as of the
        Distribution Date to general unsecured creditors of any
        of the Debtors, excluding cash distributed to other
        Debtors; divided by

     B. the total amount of general unsecured claims against the
        Debtors that are allowed as of the Distribution Date
        without duplication.  To prevent duplication, general
        unsecured claims to be counted will exclude:

        a. claims that are based on secondary obligations of one
           Debtor for the obligation of another Debtor, co-
           primary obligations with another Debtor or obligations
           as a joint tortfeasor with another Debtor, provided
           that one underlying obligation has been included in
           the total; and

        b. claims of one Debtor against another Debtor.

The Estate Executives will receive a payment of Incentive
Compensation as soon as practicable after any Distribution Date.
The Incentive Payment for each Estate Executive will equal:

     A. the product of the Estate Executive's monthly base salary
        multiplied by the number of months elapsed between the
        Closing and the Distribution Date and the Incentive
        Percentage, if any, calculated according to Incentive
        Matrix; minus

     B. the sum of all Incentive Payments received by the Estate
        Executive prior to the Distribution Date.

If a distribution is made in September that yields a 12% Average
Percentage Recovery, Mr. McCarthy tells the Court that the
Estate Executive will receive an Incentive Payment equal to 25%
times the Estate Executive's aggregate base salary from the
Closing Date through the September Distribution Date.  If a
second distribution is made in November and thereby raises the
total Average Percentage Recovery to 18%, then the Estate
Executive will receive an Incentive Payment equal to 55% of the
Estate Executive's aggregate base salary from the Closing Date
through the November Distribution Date minus the amount of the
September Incentive Payment.  The Estate Executives will be
eligible to receive Incentive Payments regardless of whether
they are employed by the Debtors on any Distribution Date.  For
the avoidance of doubt, no Incentive Payments will be made to
Estate Executives with respect to distributions occurring after
December 31, 2003.

Mr. McCarthy adds that all Estate Employees, except the Chief
Executive Officer, are also eligible to receive benefits under
the severance program previously approved by this Court.
Approximately 30 Estate Employees are also eligible to receive
benefits under the Key Employee Retention Plan previously
approved by this Court.

Based on the Debtors' current estimates regarding the length of
time it will take various Estate Employees to complete their
performance objectives and the likely date on which their plan
of reorganization will be confirmed, the Debtors estimate that
the total cost of the Retention Program will be $3,700,000.  The
actual cost may be higher or lower depending on the performance
of the Estate Employees and the length of time it takes those
employees to complete their assignments.  In no event will the
cost of the Program exceed $4,000,000.

Given the importance of the Estate Employees to the Debtors'
efforts to maximize the value of these estates, Mr. McCarthy
asserts that this Court should approve the Incentive and
Retention Program.  The Debtors have determined that the costs
associated with adoption of the Retention Program are more than
justified when weighed against the turmoil and loss of value
that would attend a mass defection by the Estate Employees.  The
Debtors have also determined that it is essential that the
Estate Employees continue to focus their efforts on executing
the Debtors' post-Closing obligations under the Asset Purchase
Agreement, efficiently winding up the Debtors' businesses and
knowledgeably administering the Debtors' estates. (Genuity
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


G-STAR 2003-3: Fitch Rates $24-Million Preferred Shares at BB
-------------------------------------------------------------
G-STAR 2003-3, Ltd's and G-STAR 2003-3, Corp.'s $340 million
class A-1 notes and $48 million class A-2 notes are rated 'AAA',
the $18 million class A-3 notes are rated 'AA', the $5 million
class B-1 notes are rated 'A', the $15 million class B-2 notes
are rated 'BBB' and the $24 million Preferred Shares are rated
'BB'. The ratings on classes A-1, A-2 and A-3 address the timely
payment of interest and ultimate repayment of principal; the
ratings on the class B-1 and B-2 address the ultimate payment of
interest and ultimate repayment of principal; and the rating on
the Preferred Shares address the ultimate payment of principal
only.

The ratings are based on the capital structure, quality and
diversity of the portfolio assets and the experience and
capabilities of GMAC Institutional Advisors, LLC as investment
advisor.

Net proceeds from issuance are used to purchase a diversified
portfolio consisting of commercial mortgage-backed securities,
residential mortgage-backed securities, real estate investment
trust securities, asset-backed securities and collateralized
debt obligations. The deal will pay quarterly beginning June 21,
2003 for all classes of notes. All of the collateral have been
purchased as of closing and there is a four year interest only
period after deal closing.

GIA, as investment advisor, will purchase and sell all
investments for the portfolio on behalf of the co-issuers,
limited to a 5% discretionary trading per calendar year, during
the interest only period. The credit quality of the collateral
pool is bound by the covenanted Fitch weighted-average rating
factor of 12.0 (between BBB+ and BBB) and the minimum Fitch
sector score test of 5.0. The investment advisor will manage the
portfolio in accordance with specific investment restrictions as
outlined in the indenture.


HOLLINGER: S&P Affirms Low-B Ratings Following Private Placement
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Hollinger Inc. and its subsidiaries, Hollinger International
Inc. and Hollinger International Publishing Inc., including the
'BB-' long-term corporate credit ratings. At the same time, the
ratings were removed from CreditWatch, where they were placed
Dec. 11, 2002. The outlook is negative.

The ratings affirmations and CreditWatch resolution follow the
completion of Hollinger Inc.'s previously announced private
placement of US$120 million 11.875% senior secured notes due
2011. Net proceeds were used to repay Hollinger Inc.'s C$90.8
million bank facility due March 14, 2003, and debt owed to its
controlling shareholder, Ravelston Corp. Ltd., to make an
advance to Ravelston, and for general corporate purposes.

"The Hollinger Inc. refinancing, along with refinancings at the
Hollinger International and HIPI levels in December 2002, have
alleviated Standard & Poor's concerns about near-term maturities
and cash flow restrictions," said Standard & Poor's credit
analyst Barbara Komjathy.

The ratings are based on the consolidated group of Hollinger
companies, including parent Hollinger Inc., and reflect the
strong market positions of the company's two key newspapers, The
Daily Telegraph (U.K.) and the Chicago Sun-Times (U.S.), and the
geographic diversity they provide, which helps to mitigate
regional downturns. These factors are offset by the inherent
cyclical nature of the advertising revenues and newsprint
prices, and by Hollinger's relatively aggressive financial
profile and policy.

Hollinger Inc. generated consolidated revenues of C$1.6 billion
and lease-adjusted EBITDA of C$167.9 million in the 12-months
ended Sept. 30, 2002. In addition, Standard & Poor's estimates
that total lease-adjusted debt, pro forma for the debt
refinancings since Sept. 30, 2002, was C$1.2 billion.

The negative outlook reflects Hollinger's financial profile and
policy that remain aggressive for the ratings category. To
maintain the 'BB-' rating, Standard & Poor's anticipates that
Hollinger will reduce its consolidated debt burden in 2003 from
the sale of noncore assets and from the application of internal
cash flows. In addition, credit measures are expected to improve
in the near term, including operating margins, EBITDA coverage
of interest, and preferred dividends and leverage ratios, to
more in line with the ratings category. In particular, EBITDA
coverage of interest and preferred dividends should reach close
to 2.0x in 2003.


INTERPUBLIC GROUP: S&P Assigns BB+ Rating to $700 Mil. Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
The Interpublic Group of Cos. Inc.'s $700 million 4.5%
convertible senior note issue due 2023. Proceeds are expected to
be used to fund the company's concurrent offer to purchase its
outstanding zero-coupon convertible senior notes due 2021.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit rating, and withdrew its 'B' short-term
corporate credit rating. All ratings were removed from
CreditWatch where they were placed on Aug. 6, 2002. The outlook
is negative. New York, New York-based advertising agency holding
company Interpublic had total debt outstanding of approximately
$2.6 billion at Dec. 31, 2002.

"The refinancing mitigates the risk related to the potential
Dec. 14, 2003, put, for cash, of the company's zero coupon
convertible note issue due 2021," said Standard & Poor's credit
analyst Alyse Michaelson.

Weak financial performance in 2002 was driven by revenue
volatility, disappointing performance at the McCann-Erickson
business unit; ongoing losses at the Motor Sports division of
the Octagon unit; and higher costs related to severance,
professional fees, and bad debts. Internal revenue declines and
considerably lower margins underscore the pressure on
Interpublic's operating performance, which has been more
pronounced than on its peers. However, agencies, such as McCann-
Erickson, Deutsch, and FCB Worldwide, had significant wins in
the second half of 2002, and media-buying unit Universal McCann
was recently named "Media Agency of the Year" for its 2002
performance. A sluggish revenue environment is likely to persist
throughout 2003 due to economic uncertainty and the potential
for escalating geopolitical tensions.  Against this backdrop,
and given the turnaround required at a number of business units,
cash flow growth is expected to be restrained in the near term.

Margins and cash flow growth are expected to remain under
pressure in the near term while Interpublic works to turn around
its operating performance in a weak economic environment. The
company must reestablish positive operating trends before an
outlook revision to stable is considered.


JDN REALTY: Fitch Upgrades Ratings on Senior Notes & Preferreds
---------------------------------------------------------------
Fitch Ratings has upgraded the $160 million of senior unsecured
notes issued by JDN Realty Corporation due 2004 through 2007 to
'BBB-' from 'BB', and has upgraded approximately $50 million of
outstanding preferred stock to 'BB+' from 'B+'. Upon closing of
Developers Diversified Realty Corporation's acquisition of JDN
Realty Corporation, Fitch has initiated coverage on Developers
Diversified Corporation's $397 million of senior unsecured notes
due 2003 through 2018 at 'BBB-', and $304 million of preferred
stock at 'BB+'. The Rating Outlook is Stable.

DDR has closed on its $1.1 billion acquisition of JDN, through
the assumption of $584 million of JDN debt, $50 million in
preferred stock, and the balance through a stock-for-stock
exchange (each JDN share for 0.518 share of DDR). The JDN bonds
will remain in a wholly-owned subsidiary of DDR, and due to
DDR's control of the subsidiary the ratings now reflect Fitch's
opinion of the consolidated DDR organization. Fitch views the
acquisition of JDN as providing a strategic fit in terms of
asset quality and tenant compatibility, while further enhancing
DDR's nationwide geographic presence and increasing the overall
asset base of DDR by approximately 30%. In addition, the
acquisition could potentially improve bondholders' position with
the un-encumbering of certain JDN assets, such as DDR's use of a
short-term $300 million unsecured bridge facility to repay $235
million outstanding on JDN's secured bank facility, with the
balance applied toward the repayment of JDN's $75 million of
senior unsecured MOPPRS. Fitch will continue to monitor the
integration of JDN assets into DDR's portfolio, including 19 JDN
development projects (representing total owned square feet (sf)
of 3 million, of which 1.76 million sf is currently opened),
along with the re-financing plans for DDR's $300 million bridge
facility and the status of unencumbered JDN assets, which may
provide additional credit support to bondholders.

The ratings are supported by DDR's high quality asset base,
experienced and capable management team, strong tenant
relationships, and the firm's ability to maintain solid property
fundamentals in terms of occupancy (currently over 95%) and
rental growth in the midst of a more constrained economic
environment. DDR (inclusive of JDN's assets) exhibits strong
defensive portfolio features highlighted by a well diversified
tenant base with its largest tenant Walmart (rated 'AA' by
Fitch) representing 4.2% of total base revenues, and no other
tenant represents more than 4% of total base revenues. Other
defensive features include a long average lease term of 7 years,
one of the better averages among its peer group, which also
minimizes its re-leasing exposure in this constrained economic
environment. Although DDR has displayed positive leasing and re-
leasing spreads with an average positive 9% leasing/re-leasing
spread as of fourth quarter 2002. Other support includes a
geographically diversified portfolio with a nationwide
footprint. DDR's largest geographic exposure is Ohio at 12% of
total gross leaseable area (GLA) with no other state
representing more than 9% of GLA.

Fitch recognizes DDR's operating capacity of owning a portfolio
of dominant 'open air' shopping centers ranging in size from
250,000 to greater, anchored with four or more nationally
recognized tenants (such as Walmart, Kohl's, Target, Bed, Bath &
Beyond, and TJ Maxx), plus 20,000 to 80,000 sf of small shop
space, along with two to four out-parcel tenants. The centers
are typically located within highly trafficked areas with solid
demographics. In addition, DDR properties usually have excess
land located within or adjacent to its assets that provide
configuration flexibility, which combined with DDR's development
and re-development expertise, enhances the asset's competitive
positioning through expansion and re-development opportunities
and out-parcel sales.

Credit concerns center around DDR's heightened leverage ratios
estimated by Fitch, as of March 2003, and inclusive of JDN, at
51% of un-depreciated book (45% of total market capitalization).
Incorporating DDR's preferred stock, its debt plus preferred
over un-depreciated book is 60% (53% over total market
capitalization), as of March 2003. Both leverage ratios are
considered elevated for the rating level. DDR has stated its
intention to reduce overall leverage, primarily through the sale
of non-core assets, which when implemented and depending on the
amount, may be viewed as favorable.

In addition, DDR engages in the significant use of joint
ventures (JV), which further encumber assets and with an average
loan-to-book on its JVs of 65% (loan-to-value of 53%), DDR's
pro-rata share of debt further heightens its overall leverage
levels. Although Fitch acknowledges that the use of JVs is
consistent with DDR's operating strategy and the firm does have
a successful history of operating joint ventures in terms of
structuring and maintaining strong partner relations.

Other concerns include DDR's heavy reliance on short-term debt
that has contributed to an uneven and sizeable near-term debt
maturity schedule with 21% of total debt due in 2004 and another
17% of total debt due in 2005. These near-term maturities are
attributed to its $300 million bridge loan used to facilitate
the JDN acquisition (due in 2004, but has two 6-month extension
options), $140 million of unsecured notes due in 2004, and $400
million outstanding on its $650 million bank credit facility
(due 2005). In addition, aggressive bank line usage has provided
DDR an interest rate subsidy that helps support its interest and
fixed charge coverage ratios. Interest and fixed charge coverage
(inclusive of the JDN acquisition), as of March 2003 and
estimated by Fitch at 2.6 times and 2.2x, respectively
(inclusive of capitalized interest and capital expenditures).
Financial flexibility is adequate for its rating category with
Fitch estimated unsecured net operating income (NOI) covering
unsecured interest expense at better than 2.2x coverage
(adjusted for capital expenditures).

Other concerns include a sizeable development pipeline of $400
million (includes JDN's development pipeline) representing 10%
of un-depreciated book (9% of total market capitalization),
although DDR is recognized for its ability to minimize
development risk by requiring substantial pre-leasing efforts
and focusing on re-development opportunities within its existing
centers, as opposed to ground-up development.

The Rating Outlook for DDR is Stable, primarily due to Fitch's
Stable Outlook for retail real estate investment trusts (REITs),
as highlighted by Fitch's 2003 REIT Scorecard (dated
January 17, 2003 and available on the Fitch Ratings Web site at
http://www.fitchratings.com) and DDR's exposure to value-
oriented and discount retailers, which tend to be more resilient
in an economic downturn.

Developers Diversified Realty Corporation (NYSE: DDR) exhibits a
nationwide geographic presence and currently owns and manages
over 400 operating and development retail properties throughout
44 states encompassing nearly 87 million sf. Headquartered in
Beachwood, Ohio, DDR is one of the largest retail REITs with a
total market capitalization estimated at approximately $4.6
billion, as of March 2003.


KENNY INDUSTRIAL: Undertakes Chapter 11 Restructuring in Chicago
----------------------------------------------------------------
Kenny Industrial Services and ten debtor-affiliates filed
petitions in the U.S. Bankruptcy Court for the Northern District
of Illinois on February 4, 2003 (Bankr. Case No. 03-04959) to
initiate a chapter 11 restructuring to "realign . . . resources
for the future and explore all strategic alternatives."

James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents
Kenny and its affiliates.  W.R. Grace is one of Kenny's largest
unsecured creditors.  In an affidavit filed in W.R. Grace's
chapter 11 cases, Mr. Sprayregen makes it clear that Kirkland &
Ellis won't represent both companies if any dispute arising
between the two debtors.  Pachulski, Stang, Ziehl, Young, Jones
& Weintraub will step in to represent W.R. Grace if any dispute
bubbles to the surface.

With over 2,000 employees, Kenny Industrial Services has more
than 20 offices located across the United States.  Kenny
Industrial Services is a provider of comprehensive industrial
preservation and maintenance services, including chemical
cleaning, waste separation and minimization, fireproofing,
insulation, identification and tagging, and concrete
restoration.  This broad range of services allow large
industrial and manufacturing facilities the ability to use one
central contractor for its industrial cleaning and coating
needs.  A 19-page brochure describing Kenny Industrial Service's
industrial coating and cleaning solutions is available at
http://www.KennyIS.com/images/kennyis.pdf

"The combination of the current economic downturn and the
Company's highly-leveraged balance sheet led us to seek
bankruptcy court protection in our efforts to realign our
resources for the future and explore all strategic
alternatives," said Mr. Loftus, Interim CEO.  "We intend to use
the process provided by Chapter 11 to allow Kenny Industrial
Services to continue providing our highest quality services for
our customers. We fully intend on delivering on our promise of
safety and quality through this period. We believe the final
outcome of this process will be to better position the Company
to fully meet the future expectations of our customers," Mr.
Loftus continued.

The Kenny Construction Company of Wheeling, Illinois, is neither
affiliated with nor an owner of Kenny Industrial Services.


LEVEL 3 COMMS: Brings-In Sunit S. Patel as New Vice President
-------------------------------------------------------------
Level 3 Communications, Inc., (Nasdaq: LVLT) announced that
Sunit S. Patel has joined the company as group vice president.
It is anticipated that Mr. Patel will succeed Sureel Choksi as
Chief Financial Officer of Level 3 in May 2003, following the
2003 Annual Meeting of Stockholders.

Mr. Patel was formerly chief financial officer of Looking Glass
Networks Inc., a facilities-based provider of metropolitan
telecommunication transport services.  Prior to co-founding
Looking Glass, Mr. Patel was Treasurer of MCI WorldCom, WorldCom
and MFS Communications from 1994 to March 2000.  He has
extensive experience in financial planning, capital raising,
capital allocation, budgeting, management reporting systems,
risk management, and mergers and acquisitions.

"Level 3 has emerged as a clear leader in the communications
industry following the market difficulties of the past few
years," Mr. Patel said.  "As a result of the actions the company
has taken over the past 24 months, Level 3 is in a strong
financial position.  I look forward to helping the company
continue its success as it builds on the leadership position it
has already established."

"Sunit brings extensive telecommunications industry experience
to this position, and I look forward to once again having the
opportunity to work closely with him, as in our prior days
together at MFS Communications," said James Q. Crowe, chief
executive officer of Level 3.

           Choksi to Chair New Services Initiative

"As we discussed during our earnings conference call in
February, Level 3 has achieved the milestones required to
position the company as a financially strong business partner to
our customers," said Crowe.  "It was in large part due to the
efforts of Sureel Choksi that we were able to achieve these
milestones.

"Because of the success of our financial initiatives, we are now
positioned to increase our focus on new services and growing
high margin revenues," said Crowe.  "This effort is aimed at
capitalizing on a singular opportunity to establish our company
as the premier provider of innovative communication services to
a global group of financially stable customers."

"Given the importance of this effort, I have asked Sureel to
chair a group of senior executives charged with improving our
ability to develop and deploy new services which leverage our
significant technical and organizational advantages.  We expect
to announce the results of this important initiative at or
before the time at which Sureel formally passes his
responsibilities to Sunit Patel.  We will also announce Sureel's
new operational role and responsibilities at that time," said
Crowe.

"I have enjoyed my experience serving as Level 3's CFO," said
Sureel Choksi.  "At the same time, I am excited by the prospect
of taking on an operational role and contributing to Level 3's
efforts to grow our business. I've known Sunit Patel for a
number of years and am pleased that he is joining Level 3.  I
look forward to working closely with him to ensure a smooth
transition."

        Company Reaffirms Previous Financial Projections

On February 4, 2003, the company provided financial projections
for the first quarter and full year 2003.  In conjunction with
Thursday's announcement, Sureel Choksi reaffirmed the company's
previous projections.  "We are reaffirming the projections that
we made in our last quarterly release and remain on track to
achieve positive free cash flow during the second quarter of
2004."

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for
millions of broadband subscribers, through its cable and DSL
partners.  The company offers a wide range of communications
services over its 20,000-mile broadband fiber optic network
including Internet Protocol (IP) services, broadband transport,
colocation services, and patented Softswitch-based managed modem
and voice services.  Its Web address is http://www.Level3.com

The company offers managed IP and information services through
its subsidiaries, Genuity Managed Services, (i)Structure and
Software Spectrum. For additional information, visit their
respective Web sites at http://www.genuity.com
http://www.softwarespectrum.comand http://www.i-structure.com

At December 31, 2002, Level 3's balance sheet shows a total
shareholders' equity deficit of about $240 million.


LEVI STRAUSS: Hosting Q1 2003 Earnings Conference Call on Mar 25
----------------------------------------------------------------
Levi Strauss & Co., will broadcast over the Internet its
conference call to discuss first-quarter 2003 financial results
for the period ended February 23, 2003. The call will be held on
Tuesday, March 25, 2003 at 10 a.m. Eastern Standard Time, and
will be hosted by Phil Marineau, chief executive officer, Bill
Chiasson, chief financial officer and Joe Maurer, treasurer. To
access the Webcast, please visit
http://levistrauss.com/news/webcast.htm A replay of the Webcast
will be available at approximately 1 p.m. Eastern Standard Time
and will be archived for two weeks. To access the related
earnings release on March 25, 2003, please visit
http://www.levistrauss.comand click on "financial news" and
"financial releases."

Levi Strauss & Co., is one of the world's leading branded
apparel companies, marketing its products in more than 100
countries worldwide. The company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the
Levi's(R), Dockers(R) and Levi Strauss Signature(TM) brands.

As reported in Troubled Company Reporter's January 29, 2003
edition, Levi Strauss & Co.'s new $750MM secured bank facility,
maturing in 2006, is rated 'BB' by Fitch Ratings. The facility
will replace Levi's existing 'BB'-rated $726 million secured
bank facility which was due to expire in August 2003. Fitch
rates Levi's $2.1 billion senior unsecured debt 'B+'.

The two-notch differential between the secured bank facility and
the senior unsecured debt reflects the significant asset
protection provided by the security. The Rating Outlook remains
Negative, reflecting the ongoing challenges Levi faces in
sustaining the growth in revenues it reported in its most recent
quarter.


LORAL SPACE: Hosting Year-End Results Conference Call on Mar 31
---------------------------------------------------------------
Loral Space & Communications Ltd., (NYSE: LOR) invites
shareholders, analysts and professional investors to participate
in a conference call with Loral chairman and chief executive
officer, Bernard L. Schwartz, to discuss Loral's results for the
periods ending December 31, 2002.

A press release on the periods' results will be issued after the
market closes on March 31, 2003.

The call will begin at 9:30 a.m. EST on Tuesday, April 1, 2003.

To participate, please dial (913) 981-5571 approximately 15
minutes prior to the scheduled start of the call.

A listen-only simulcast of the call may be accessed on the
Internet at http://www.loral.com

If you are unable to listen to the call, a replay will be
available beginning at 12:00 p.m. EST on April 1 through 8:00
p.m. EST on April 8, by dialing (719) 457-0820, access code:
493797. The web cast will be available on Loral's web site
through April 8, 2003.

The company, whose corporate credit rating is placed by Standard
& Poor's at SD, makes communications and weather satellites (63%
of sales) and provides satellite services. Loral, the remains of
what Lockheed Martin did not acquire from Loral Corp. in 1996,
is one of the world's top satellite makers. It is the managing
partner (and owns 39%) of Globalstar, which offers worldwide,
satellite-based telephone service; wireless technology giant
QUALCOMM is also a partner. Loral leases capacity on satellite
systems for broadcasting and private data communications, and
delivers Internet content to more than 170 Internet service
providers through its CyberStar and SkyNet units. Lockheed
Martin owns 15% of Loral.


MAGELLAN HEALTH: Turns to Gleacher Partners for Financial Advice
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates seek
authority to retain and employ Gleacher Partners LLC as their
financial advisor in these cases to provide financial advisory
services to the Debtors on the Debtors' behalf in these Chapter
11 cases.

According to Magellan Chief Financial Officer Mark S. Demilio,
Gleacher is an investment banking firm with its principal office
located at 660 Madison Avenue, New York, NY 10021, and an office
in London.  Gleacher is a registered broker-dealer with the
United States Securities and Exchange Commission, and is a
member of, or regulated by, the National Association of
Securities Dealers and the Securities Investor Protection
Corporation. Founded in 1990, Gleacher has a large and diverse
financial advisory practice and is recognized for its expertise
in providing financial advisory services in financially
distressed situations.  Gleacher professionals have extensive
experience in Chapter 11 reorganizations.

The services that Gleacher will provide to the Debtors include:

     A. evaluate the Debtors' businesses, operations and
        prospects;

     B. assist in the development of the Debtors' long-term
        business plan;

     C. analyze the Debtors' financial liquidity and financing
        requirements;

     D. analyze the various restructuring scenarios and the
        impact of these scenarios on the value of the Debtors'
        businesses and the recoveries of those stakeholders
        affected by the Restructuring;

     E. evaluate the Debtors' debt capacity and alternative
        capital structures;

     F. analyze a theoretical range of values of the Debtors on a
        going concern basis;

     G. develop negotiating strategies and assist in negotiations
        with the Debtors' creditors and other interested parties
        with respect to a potential Restructuring;

     H. evaluate securities to be issued by the Debtors in a
        Restructuring and assist in effectuating any issuance;

     I. assist in arranging term loans, revolving credit
        facilities, mezzanine debt financing or other similar
        financing arrangements, including potential debtor-in-
        possession financing;

     J. assist in arranging any investment in the equity
        securities of the Debtors or other similar investment
        transaction;

     K. identify and review with the Debtors potential purchasers
        of the Debtors of all or a portion of their assets;

     L. advise and assist in evaluating, structuring, negotiating
        and executing any proposed sales or divestitures by the
        Debtors, including a sale of the Debtors or all or
        substantially all of their assets, or proposed strategic
        relationships to be entered into by the Debtors;

     M. assist in the preparation of documentation in connection
        with a Restructuring;

     N. make presentations to the Debtors' Boards of Directors,
        creditor groups or other interested parties, as
        appropriate;

     O. provide expert witness testimony, as necessary, in any
        proceeding before the Bankruptcy Court; and

     P. provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a Restructuring or similar transaction, as reasonably
        requested and mutually agreed.

Gleacher was retained and commenced rendering services for the
Debtors in September 2002 and already has rendered significant
and substantial services for the Debtors.

Subject to the Court's approval, the Engagement Letter provides
that Gleacher will receive:

     A. a $175,000 Monthly Fee, and Monthly Fees will be credited
        against the Restructuring Fee otherwise payable to
        Gleacher by the Debtors; provided, however, that any
        credit will not exceed $1,050,000.

     B. a $6,000,000 Restructuring Fee, after the completion of a
        Restructuring; and

     C. reimbursement of all out-of-pocket expenses.

The Engagement Letter further provides that Gleacher's services
may be terminated with or without cause by either Gleacher or
the Debtors.  In the case of termination by the Debtors,
Gleacher will nevertheless be paid the Restructuring Fee for any
Restructuring that is completed within 18 months of termination.

Mr. Demilio informs the Court that the Debtors paid Gleacher a
$350,000 retainer prior to the Petition Date, which will be
credited to postpetition billings.

The Debtors insist that the fee arrangement is both fair and
reasonable and should be approved pursuant to Section 328(a) of
the Bankruptcy Code due to:

     -- the numerous issues which Gleacher will be required to
        address in the performance of its services;

     -- Gleacher's commitment to the variable level of time and
        effort necessary to address all issues as they arise; and

     -- the market prices for Gleacher's services for engagements
        of this nature in an out-of-court context.

The Debtors believe that Gleacher's capital markets knowledge,
financing skills, and restructuring capabilities, some or all of
which will be required by the Debtors during the term of
Gleacher's engagement, were important factors in determining the
amount of the Monthly Fee and the Restructuring Fee.  The
ultimate benefit of Gleacher's services to the Debtors and the
Debtors' estates could not be measured merely by reference to
the number of hours to be expended by Gleacher's professionals
in the performance of these services.

Mr. Demilio states that the Restructuring Fee was agreed on by
the parties in anticipation that:

     -- a substantial commitment of professional time and effort
        would be required of Gleacher and its professionals;

     -- this commitment likely would foreclose other
        opportunities for Gleacher; and

     -- the actual time and commitment required of Gleacher and
        its professionals to perform its services would vary
        substantially from week to week or month to month,
        creating "peak load" issues for the firm.

To date this, indeed, has been the case.

The Engagement Letter also provides that the Company will
indemnify Gleacher pursuant to the terms and conditions set
forth in the Engagement Letter; provided, however, that this
indemnification excludes any claims arising from and based
solely on the bad faith or gross negligence of Gleacher or any
other indemnified person.

Gleacher Managing Director William D. Forrest assures the Court
that the firm does not represent and does not hold any interest
adverse to the Debtors' estates or their creditors in the
matters on which Gleacher is to be engaged.  In addition,
Gleacher is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.  Gleacher, an investment banking
firm with broad activities covering mergers and acquisitions in
addition to its restructuring advisory practice, is a large
company with a national practice and may represent or may have
represented certain of the Debtors' creditors or equity holders,
or other parties-in-interest, in matters unrelated to these
cases.

The Debtors believe that Gleacher possesses extensive knowledge
and financial expertise relevant to these cases, and that the
firm is well-qualified to advise the Debtors.  The Debtors
selected Gleacher because of its expertise in providing
financial advisory services to debtors and creditors in Chapter
11 and other distressed situations, and because Gleacher and its
senior professionals have an excellent reputation for providing
high quality investment banking services to debtors and
creditors in bankruptcy reorganizations and other debt
restructurings.

In addition to Gleacher's understanding of the Debtors'
financial history and the industry in which the Debtors operate,
Mr. Demilio points out that Gleacher and its senior
professionals have extensive experience in the reorganization
and restructuring of troubled companies, both out-of-court and
in Chapter 11 cases. Gleacher's restructuring professionals have
over 60 years of collective experience and have advised in many
notable Chapter 11 reorganizations in the past two decades.

                          *   *   *

Judge Beatty authorizes the Debtors to employ Gleacher on an
interim basis subject to a final hearing on April 23, 2003 at
2:30 p.m. if objections are timely received on or before April
15, 2003 at 4:00 p.m.

The Debtors are also authorized to indemnify and hold harmless
Gleacher and its affiliates, their directors, officers, agents,
employees and controlling persons, and each of their successors
and assignees, pursuant to the indemnification provisions of the
Engagement Letter and, during the pendency of these bankruptcy
proceedings, subject to these conditions:

     A. all requests of Indemnified Persons for payment of
        indemnity, contribution or otherwise pursuant to the
        indemnification provisions of the Engagement Letter will
        be made by means of an interim or final fee application
        and will be subject to the approval of, and review by,
        the Court to ensure that payment conforms with the terms
        of the Engagement Letter, the Bankruptcy Code, the
        Bankruptcy Rules, the Local Bankruptcy Rules, and the
        orders of this Court and is reasonable based on the
        circumstances of the litigation or settlement in respect
        of which indemnity is sought; provided, however, that in
        no event will an Indemnified Person be indemnified or
        receive contribution to the extent that any claim or
        expense has resulted from the bad-faith, self-dealing,
        breach of fiduciary duty, if any, gross negligence or
        willful misconduct on the part of that or any other
        Indemnified Person; and

     B. in no event will an Indemnified Person be indemnified or
        receive contribution or other payment under the
        indemnification provisions of the Engagement letter if
        the Debtors, their estates, or the statutory committee of
        unsecured creditors assert a claim, to the extent that
        the Court determines by final order that the claim arose
        out of bad-faith, self-dealing, breach of fiduciary duty,
        if any, gross negligence, or willful misconduct on the
        part of that or any other Indemnified Person; and

     C. Gleacher agrees that, without prior written consent of
        the Debtors, Gleacher will not settle, compromise or
        consent to the entry of any judgment in any pending or
        threatened claim, action, or proceeding or investigation
        in respect of which indemnification or contribution could
        be sought; and

     D. in the event an Indemnified Person seeks reimbursement
        for attorneys' fees from the Debtors pursuant to the
        Engagement Letter, the invoices and supporting time
        records from these attorneys will be annexed to
        Gleacher's own interim and final fee applications, and
        these invoices and time records will be subject to the
        United States Trustee's guidelines for compensation of
        expenses and the approval of the Bankruptcy Court under
        the standards of Section 330 of the Bankruptcy Code
        without regard to whether the attorney has been retained
        under Section 327 of the Bankruptcy Code. (Magellan
        Bankruptcy News, Issue No. 2: Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

DebtTraders reports that Magellan Health Services' 9.375% bonds
due 2007 (MGL07USA1) are trading between 82 and 84. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1
for real-time bond pricing.


MIKOHN GAMING: Workout Efforts Yield Positive Q4 & 2002 Results
---------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) reported financial
results for the fourth quarter and fiscal year ended
December 31, 2002.

The Company reported earnings from continuing operations before
income taxes for the fourth quarter ended December 31, 2002 of
$0.2 million, compared to a loss from continuing operations
before income taxes for the fourth quarter ended December 31,
2001 of $7.7 million. Revenues for the quarters ended
December 31, 2002 and 2001 were $27.1 million and $27.9 million,
respectively. Revenues from gaming operations were $10.6 million
in the fourth quarter of 2002 compared to $11.2 million in the
fourth quarter of 2001. Revenues from product sales were $16.5
million in the fourth quarter of 2002 compared to $16.8 million
in the fourth quarter of 2001.

During the quarter ended December 31, 2002, the Company averaged
approximately 2,380 branded machines in casinos, which earned
approximately $25 per day after royalties. Non-branded machines
in casinos averaged approximately 385 during the fourth quarter
of 2002 and earned approximately $22 per day. Leased games in
casinos for which the Company does not provide game hardware
averaged approximately 265 during the fourth quarter 2002 and
earned approximately $10 per day net of expenses. At December
31, 2002, the number of branded, non-branded and licensed games
in casinos totaled 2,380, 394 and 332, respectively. The average
number of table games in casinos during the quarter ended
December 31, 2002 was 1,065. As of December 31, 2002 the number
of table games in casinos totaled 1,067.

After giving effect to losses from discontinued operations and
income taxes, the Company reported net income of $0.1 million
for the quarter ended December 31, 2002 compared to a net loss
of $10.2 million for the quarter ended December 31, 2001.

Earnings before interest, taxes, depreciation, amortization and
slot rent expense (EBITDAR) for the quarter ended December 31,
2002 was $8.1 million, compared to $0.9 million for the quarter
ended December 31, 2001. The Company discloses EBITDAR as we
believe it is a useful supplement to operating income, net
income/loss, cash flow and other generally accepted accounting
principles measurements; however, we acknowledge this
information should not be considered an alternative to net
income/loss or any other generally accepted accounting
principles (GAAP) measurements including cash flow statements or
liquidity measures. EBITDAR may not be comparable to similarly
titled measures reported by other companies. We disclose EBITDAR
as it is a common metric utilized and because EBITDA (exclusive
of slot rent expense) is a metric used as a significant covenant
in our line of credit facility.

Revenues for the years ended December 31, 2002 and 2001 were
$102.6 million and $98.2 million, respectively. Revenues from
gaming operations were $43.8 million in the year ended
December 31, 2002 compared to $44.8 million in the year ended
December 31, 2001. Revenues from product sales were $58.7
million in 2002 compared to $53.4 million in 2001.

For the year ended December 31, 2002, the Company reported a net
loss of $37.9 million, compared with a net loss of $9.7 million
for the year ended December 31, 2001. Included in the 2001 net
loss was a charge of $3.1 million for the early retirement of
debt and $9.7 million of charges for asset write-offs,
discontinued operations, and other valuation and impairment
charges.

Included in the 2002 net loss were $28.0 million in charges
($27.8 million related to the Company's restructuring
initiatives in August 2002) consisting of:

      -- $5.6 million related to corporate restructuring,
         primarily related to the reduction in work force and
         long-term lease commitments;

      -- $6.3 million related to impairment of long-term assets;

      -- $3.0 million related to discontinued operations losses;

      -- $4.0 million related to obsolete or slow moving
         inventory;

      -- $4.3 million related to bad debt provisions; and

      -- $4.8 million related to former executive officer
         severance agreements

During the year ended December 31, 2002, the Company averaged
approximately 2,530, 410 and 200 branded, non-branded and
licensed games in casinos, respectively, and the games earned
approximately $26, $18 and $8 per day, respectively. The number
of table games in casinos during the year ended December 31,
2002 averaged approximately 1,090.

Commenting on the financial results for the fourth quarter, John
Garner, CFO, stated, "Our restructuring initiatives and cost
reduction strategies implemented in the third quarter were the
impetus for our improved fourth quarter results and will
continue to benefit us in the future. We are pleased with our
cash position of approximately $16.3 million at December 31,
2002. We expect to see benefits from our slot machine and table
game service outsourcing agreement with Aristocrat in the second
half of 2003, and anticipate additional cost savings on a full-
year basis of approximately $2 million."

Russ McMeekin, the Company's President and Chief Executive
Officer, commented, "The last half of 2002 was both exciting and
rewarding for Mikohn. Our revised business model, which
emphasizes leveraging our unique intellectual property, has set
the stage for continued operational and financial improvements.
Our recently announced strategic alliances with a number of
industry leaders provide us with exciting growth opportunities
in our slot business. Rather than expending our valuable
financial and technical resources on the procurement,
maintenance and handling of slot machines, we are now able to
focus our efforts and talent on exciting new game content."

"Our Systems business achieved strong growth in 2002, recording
record revenues of $4.1 million in the fourth quarter as
compared to $3.1 million in the corresponding quarter of 2001.
For the full year, revenues increased to $9.4 million, as
compared to $7.0 million in fiscal year 2001. As we have
previously stated, in those jurisdictions where transaction
recording is mandatory, such as many European countries and most
of the provinces of Canada, our CasinoLink(R) product has become
the prominent systems solution."

"Our interior sign and electronics business remains solid. We
continue to be a significant supplier to the industry and
anticipate that business levels in 2003 will be similar to this
past year."

He concluded; "Our fourth quarter results confirm the benefits
of the restructuring initiatives undertaken late in the year.
Much has been achieved in a short time. Our game pipeline is
solid. The Mississippi Gaming Lab has granted Mikohn approval to
place our Yahtzee(R) slot game throughout that state. We will
shortly be able to offer a ticket-in/ticket-out solution to our
customers, and we are in the early stages of the development of
a wide-area progressive system with Bally Gaming and Systems. We
are on track to submit our initial game on the Aristocrat
platform to the regulators and anticipate approval in April.
This will form the basis for incremental game placements in the
second quarter of this year. Our strategic alliances with
Aristocrat Technologies Inc., Sierra Design Group, MultiMedia,
Cyberview Technologies, International Game Technology and Bally
Gaming and Systems set the stage for a much improved Mikohn in
2003 and onwards."

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. The company develops
and markets an expanding array of slot games, table games and
advanced player tracking and accounting systems for slot
machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. For further information, visit the company's
Web site: http://www.mikohn.com

                            *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from
developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well
below expectations. That weak performance resulted in a
violation of bank covenants and a significant decline in credit
measures. Mikohn has about $100 million of debt outstanding. The
lower ratings also reflect Standard & Poor's concern that
Mikohn's liquidity position could further deteriorate if
operating performance during the next few quarters does not
materially improve.


MIKOHN GAMING: Messrs. Garcia & Peterson Leave Company's Board
--------------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ: MIKN) announced the
retirement of Dennis Garcia and Bruce Peterson from its Board of
Directors. Mr. Garcia will continue with the Company in his
current role as a member of Mikohn's Sales Management Team.

Both retirements are effective immediately.

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. The company develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for
slot machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's Web site: http://www.mikohn.com

                            *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from
developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well
below expectations. That weak performance resulted in a
violation of bank covenants and a significant decline in credit
measures. Mikohn has about $100 million of debt outstanding. The
lower ratings also reflect Standard & Poor's concern that
Mikohn's liquidity position could further deteriorate if
operating performance during the next few quarters does not
materially improve.


MITEC TELECOM: Former CEO Myer Bentob Resigns from Board
--------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider
of wireless network products for the telecommunications
industry, announced that Myer Bentob has stepped down
from the Company's Board of Directors, effective immediately.
Mr. Bentob relinquished his post as Chief Executive Officer in
September 2002 and resigned as Chairman in November 2002.

"Mr. Bentob dedicated the majority of his career to this
organization. As its founder, he was involved in all aspects of
the operations. We sincerely thank him for his valued
contribution and wish him well as he seeks new challenges,"
stated Mitec Telecom Chairman, Tom Kaneb.

Mr. Kaneb also announced that the board has initiated a process
to seek new members.

Mitec Telecom is a leading designer and provider of wireless
network products for the telecommunications industry. The
Company sells its products worldwide to network providers for
incorporation into high-performing wireless networks used in
voice and data/Internet communications. Additionally, the
Company provides value-added services from design to final
assembly and maintains test facilities covering a range from DC
to 60 GHz. Headquartered in Montreal, Canada, the Company also
operates facilities in the United States, Sweden, the United
Kingdom, China and Thailand.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
mitectelecom.com .

Mitec Telecom's January 31, 2003 balance sheet shows a working
capital deficit of about C$17 million, while total shareholders'
equity is down to $26 million from about $48 million recorded at
April 30, 2002.


MORGAN GROUP: Wants Plan Filing Exclusivity Extended to May 19
--------------------------------------------------------------
The Morgan Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Indiana to extend
their exclusive period within which they have the right to file
a plan and solicit acceptances of that plan from creditors.

The Debtors believe they are in the best position to prepare and
file a plan that maximizes recovery for all creditors in their
chapter 11 cases.  Consequently the Debtors ask the Court to
extend the exclusive periods within which they may file a plan
of reorganization to May 19, 2003.  The Debtors ask for a
concomitant extension, until July 21, 2003, of their exclusive
right to solicit acceptances of that Plan.

The Debtors anticipate that hundreds and possibly thousands of
claims will be filed involving numerous complicated issues of
law and fact. While the Debtors have made significant progress
in analyzing these issues, additional time to lay an effective
groundwork for their plan and to gain a better appreciation and
understanding of the scope of these claims is in the best
interest of the Debtors, their estates, and their creditors.

The Debtors have taken significant steps toward a successful
resolution of their cases, including:

      (i) retaining J.H. Albert to research and manage insurance
          issues and pursue the recovery insurance funds which
          may constitute the Debtors' single largest asset;

     (ii) retaining FM Stone Commercial as the Debtors' real
          estate listing agent to negotiate the sale of the
          Debtors' real estate; and

    (iii) negotiating the final terms of an agreement with an
          auctioneer to conduct a public auction of substantially
          all of the Debtors' tangible personal property, the
          related pleadings of which the Debtor anticipates
          filing in the near future.

While there are still many steps to be taken, the Debtors assure
the Court that the path promises the greatest potential recovery
for the estates and their creditors, and it is clear that the
Debtors are in the best position to propose a plan and follow
through with its provisions.

The Morgan Group is a holding company; its subsidiaries Morgan
Drive Away and TDI manage the delivery of manufactured homes,
trucks, specialized vehicles, and trailers. The Debtors filed
for chapter 11 protection on October 18, 2002 (Bankr. N.D. Ind.
Case No. 02-36046).  Andrew T. Kight, Esq., at Sommer Barnard
Ackerson PC represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $17,278,000 of total assets and $16,625,000
of total debts.


MTI INSULATED: Taps Keen Realty and CB Richard to Market Assets
---------------------------------------------------------------
MTI Insulated Products, a wholly owned subsidiary of Mobile Tool
International, has retained Keen Realty, LLC and CB Richard
Ellis/Sturges to market and dispose of the company's industrial
facilities in Fort Wayne, Indiana.

MTI Insulated Products is one of the world's largest
manufacturers of insulated aerial devices and digger derricks.
Keen Realty is a real estate firm specializing in restructuring
and liquidating real estate nationwide. CB Richard Ellis is a
vertically integrated commercial real estate services company
with a geographically diversified network focusing on
transaction management, financial services, and management
services. MTI Insulated Products filed for Chapter 11 protection
on September 30, 2002 in the United States Bankruptcy Court for
the District of Delaware.

"We anticipate selling these industrial facilities very
quickly," said Matthew Bordwin, Keen Realty's Vice President.
"We are encouraging prospective buyers to submit their offers
immediately, as we have been instructed to sell the properties
upon receipt of an acceptable offer. The properties are an
excellent size for many uses and I expect there to be a
tremendous amount of interest," Bordwin added.

Available to users and investors are two industrial facilities;
a 73,353 +/- sq. ft. facility located at 9733 Indianapolis Road
and a 39,453 +/- sq. ft. facility located at 4030 Piper Drive.
The Indianapolis Road facility is set on 16.08 +/- acres and
consists of three main buildings. Building #1 contains 36,360
+/- sq. ft. of industrial and office space, and was utilized for
assembly and truck service operations, as well as the
administrative functions of the entire complex. Building #2 is a
one-story building containing 15,368 +/- sq. ft. This building
was utilized for boom arm assembly on utility trucks. Building
#3 is a one-story, insulated metal panel building containing
21,625 +/- sq. ft., and was utilized for fiberglass coating.
Building #3 is situated on 11.34 +/- acres of land which MTI
currently leases pursuant to a long term ground lease.

The Piper Drive facility is set on 4.34 +/- acres and consists
of two buildings: The fist building is a one-story, crane served
industrial building which was utilized for steel fabrication.
The other building is a one-story office building consisting of
5,063 +/- sq. ft. situated along the southern property
elevation. Both facilities are well maintained and have good
access to all major transportation routes.

For over 20 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with over 130 clients nationwide, evaluated and disposed of over
200,000,000 square feet square of properties and repositioned
nearly 11,000 retail stores across the country. In addition to
MTI Insulated Products, other current clients include: Arthur
Andersen, FOL Liquidation Trust, American Candy Company, Cold
Metal Products, CMI Industries, Anamet Industrial, Footstar,
Graham Field, Cooker Restaurants, Rodier Paris, Warnaco Retail,
and Matlack Trucking.

CB Richard Ellis/Sturges is Northern Indiana's largest
commercial and industrial full-service real estate firm. CB
Richard Ellis/Sturges manages over 3 million square feet of
commercial and industrial property and is the exclusive
brokerage agent for nearly 6 million square feet of office,
medical, retail and industrial property.

For more information regarding the sale of these facilities for
MTI Insulated Products, please contact Keen Realty, LLC, 60
Cutter Mill Road, Suite 407, Great Neck, NY 11021, Telephone:
516-482-2700, Fax: 516-482-5764, e-mail:
mbordwin@keenconsultants.com Attn: Matthew Bordwin, or CB
Richard Ellis/Sturges, Metro Building, 202 West Berry Street,
Suite 800, Fort Wayne, IN 46802, Telephone: (260) 424-8448, Fax:
(260) 422-4639 , e-mail: bcupp@cbre.com Attn: Bill Cupp.


NAT'L CENTURY: NPF XII's Subcommittee Hires Milbank as Counsel
--------------------------------------------------------------
The Official Subcommittee of Noteholders of NPF XII, Inc.
(debtor-affiliate of National Century Financial Enterprises,
Inc.) seeks the Court's authority to retain, compensate, and
reimburse Milbank, Tweed, Hadley & McCloy, LLP as counsel, nunc
pro tunc to January 10, 2003.

The NPF XII Subcommittee informs Judge Calhoun that it is
necessary to retain Milbank pursuant to Sections 328(a) and
1103(a) of the Bankruptcy Code to:

     (a) advise the NPF XII Subcommittee with respect to its
         rights, powers, and duties in the NCFE Cases;

     (b) assist and advise the NPF XII Subcommittee in its
         consultations with the Debtors relative to the
         administration of the NCFE Cases;

     (c) assist the NPF XII Subcommittee in analyzing the claims
         of the Debtors' creditors and in negotiating with the
         creditors;

     (d) assist with the NPF XII Subcommittee's investigation of
         the acts, conduct, assets, liabilities, and financial
         condition of the Debtors and the operation of the
   Debtors' businesses and, if appropriate, bring actions
   based upon the investigations in the name of the NPF XII
   Subcommittee or, with appropriate authorization, the NPF
   XII estate;

     (e) monitor, review relevant pleadings, and negotiate on
         the NPF XII noteholders' behalf with respect to NPF XII
         provider bankruptcies and proposed portfolio sales,
         buyouts, workouts, settlements and plans of
         reorganization;

     (f) assist the NPF XII Subcommittee in its analysis of, and
         negotiations with, the Debtors or any third party
         concerning matters related to the terms of a liquidating
         plan of reorganization for the Debtors;

     (g) assist and advise the NPF XII Subcommittee with respect
         to its communications with the general body of NPF XII
         noteholders regarding significant matters in the NCFE
         Cases;

     (h) review and analyze all applications, orders, statements
   of operations, and schedules filed with the Court and
   advise the NPF XII Subcommittee as to their propriety;

     (i) assist the NPF XII Subcommittee in reviewing and
         preparing pleadings, complaints and applications as may
         be necessary in furtherance of the NPF XII
         Subcommittee's interests and objectives;

     (j) represent the NPF XII Subcommittee at all hearings and
         other proceedings; and

     (k) perform other legal services as may be required and are
         deemed to be in the interests of the NPF XII
         Subcommittee in accordance with the NPF XII
         Subcommittee's powers and duties as set forth in the
         Bankruptcy Code.

The NPF XII Subcommittee believes that Milbank possesses
extensive knowledge and expertise in the areas of law relevant
to the Cases, and that Milbank is well qualified to represent
them. Milbank has experience, having represented a number of
official committees in significant reorganizations under Chapter
11 of the Bankruptcy Code.

Because of the extensive legal services that may be necessary in
these cases, and the fact that the nature and extent of the
services are not known at this time, the NPF XII Subcommittee
believes that Milbank's retention would be appropriate and in
the best interests of the unsecured creditor body that the NPF
XII Subcommittee represents.

Robert Jay Moore, Esq., a member of Milbank, assures Judge
Calhoun that Milbank is a disinterested person and does not
represent or hold any interest adverse to the Debtors' estates
in the matters upon which Milbank is to be engaged or in
connection with the NCFE Cases.

According to Mr. Moore, the holders of approximately 80% of the
$2,000,000,000 of Notes issued by NPF XII formed an Ad Hoc
Committee of Holders of Notes Issued by NPF XII.  The members of
the Ad Hoc Committee included the six official and ex-officio
members of the NPF Subcommittee, plus Abu Dhabi Investment
Company, American Express Financial Advisors, Amerus Capital
Management, Asset Allocation & Management Company LLC,
Bayerische Landesbank, Dexia Banque Internationale a Luxembourg
SA, Evergreen Investments, Highland Financial Holdings Group,
LLC, Lincoln Capital Management Co., Lloyds TSB Bank plc,
MetLife, Nationwide Insurance Companies, Phoenix Investment
Counsel, Inc., Renaissance Reinsurance Ltd., Swiss Re Investors,
Inc., and United of Omaha Life Insurance Company.  Subsequent to
its retention by NPF XII Subcommittee, Milbank gave notice of
its intention to resign as counsel to the Ad Hoc Committee.

Milbank intends to apply to the Court for payment of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Guidelines promulgated by the Office of the United
States Trustee and the Local Rules and Orders of this Court, and
pursuant to any additional procedures that may be or have
already been established by the Court in the NCFE Cases.

Milbank will seek compensation at its standard hourly rates,
which are based on the professional's level of experience.  The
current hourly rates charged by Milbank are:

       Partners                      $550 - 725
       Counsel                        550 - 660
       Senior/Specialist Attorneys    225 - 495
       Associates                     225 - 480
       Legal Assistants               125 - 265

These rates may change from time to time in accordance with
Milbank's established billing practices and procedures.
(National Century Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXTCARD: Gets Okay to Stretch Lease Decision Time Until May 12
---------------------------------------------------------------
NextCard, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to extend the time
period within which it must elect whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.
The Debtor now has until May 12, 2003 to make those lease
disposition decisions.

NextCard, Inc., was founded to operate an internet credit card
business. The Debtor's business was to use the Internet as a
distribution channel for credit card marketing and to issue
credit cards and extend customer credit through NextBank, a bank
that was a wholly-owned subsidiary.  The Company filed for
chapter 11 petition on November 14, 2002 (Bankr. Del. Case No.
02-13376).  Brendan Linehan Shannon, Esq., at Young, Conaway,
Stargatt & Taylor and Kathryn A. Coleman, Esq., at Gibson, Dunn
& Cruther LLP represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $18,000,000 in total assets and $5,000,000 in total
debts.


NOVATEL WIRELESS: Arranges $6.7-Million Capital Infusion
--------------------------------------------------------
Novatel Wireless, Inc. (Nasdaq: NVTL), a leading provider of
wireless data communications access solutions, $1.2 million of
new capital through the private placement of secured
subordinated convertible debt and it has signed an agreement to
raise an additional $2.05 million through the private placement
of preferred equity. In addition, the Company expects to issue
approximately $3.505 million of preferred equity in exchange for
the satisfaction of liabilities. The group of investors includes
Bay Investments Limited, PS Capital LLC and other investors.
Certain aspects of the transaction are subject to stockholder
approval in accordance with Nasdaq listing requirements.

The financing will be in the form of an initial $1.2 million of
secured convertible subordinated short-term debt and warrants to
purchase common stock; $3.505 million of secured subordinated
convertible debt which will be used to satisfy liabilities that
the investor group plans to purchase on behalf of the Company;
and $2.05 million of Series B Convertible Preferred Stock for
cash and warrants to purchase common stock. The Company expects
that this financing will provide it with sufficient working
capital until the Company achieves break even cash flow.

"This new investment is necessary for us to execute our business
plan and will allow us to concentrate on building a profitable,
leading wireless data company," said Peter Leparulo, Chief
Executive Officer of Novatel Wireless. "With this financing in
place, we believe we will see a dramatically different Novatel
Wireless with a focused sales and marketing effort, a
concentrated R&D program, and a dramatically reduced cost
structure. This structure will allow us to turn profitable on a
much lower revenue base while enabling us to take advantage of
projected growth in the marketplace as it arises. Moving
forward, we will build on our growing relationships with leading
carriers and technology companies such as LG Innotek, Lucent
Technologies and our largest customer - Sprint."

Following stockholder approval, the short term debt will be
converted into shares of the Company's Series B Preferred Stock,
and the convertible debt will be converted, subject to the
satisfaction of certain conditions, into shares of the Company's
Series B Preferred Stock. The Series B Preferred Stock will then
be convertible into shares of the Company's common stock at a
conversion price of $0.70 per share, which represents a 10%
discount to the five day closing bid average of the common stock
for the period ended March 10, 2003. When the preferred stock is
fully converted, the Series B new investors will own
approximately 54% of the outstanding capital stock of the
Company.

Novatel Wireless will release final fourth quarter and year-end
results on Wednesday, March 26, 2003.

Novatel Wireless, Inc., is a leading provider of wireless data
modems and software for use with handheld computing devices and
portable personal computers. The Company delivers innovative and
comprehensive solutions that enable businesses and consumers to
access personal, corporate and public information through email,
enterprise networks and the Internet. Novatel Wireless also
offers wireless data modems and custom engineering services for
hardware integration projects in a wide range of vertical
applications. The Novatel Wireless product portfolio includes
the Merlin(TM) Family of Wireless PC Card Modems, Expedite(TM)
Family of Wireless Embedded Modems, Minstrel(R) Family of
Wireless Handheld Modems, Lancer 3W(TM) Family of Ruggedized
Modems and Sage(R) Wireless Serial Modems. Headquartered in San
Diego, California, Novatel Wireless is listed on The Nasdaq
Stock Market (Nasdaq: NVTL). For more information, please visit
the Novatel Wireless Web site: http://www.novatelwireless.com

                           *     *     *

             Liquidity and Going Concern Uncertainty

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

"We believe that our available cash reserves, which includes
proceeds from our common stock financing in September 2002,
together with our operating cash flows and available borrowings
under our revolving line of credit, which we are in the process
of renewing with our bank will be sufficient to fund operations
and to meet our working capital needs and anticipated capital
expenditures through the end of the first quarter of 2003.
However, there can be no assurance that we will become
profitable or generate positive cash flows. If we fail to
significantly increase revenues and reduce costs, we will
continue to experience losses and negative cash flows from
operations. Consequently, we may be required to seek additional
financing in the future. If we are unable to obtain additional
financing, we may not be able to continue as a going concern.

"Since our inception, we have funded our operations primarily
through sales of our equity securities and the issuance of the
Series A Redeemable Convertible Preferred Stock which is
classified as subordinated debt in our financial statements, and
to a lesser extent, capital lease arrangements and borrowings
under our line of credit. To date, gross proceeds from these
transactions have totaled approximately $179.3 million,
including gross proceeds from our initial public offering in
November 2000 of $56 million, gross proceeds from the exercise
of the underwriters over-allotment option in December 2000 of
$8.2 million, gross proceeds from the Series A Redeemable and
Convertible Preferred Stock financing in December 2001 of
approximately $27.2 million and gross proceeds from the common
stock issuance in September 2002 of approximately $2.8 million.
At September 30, 2002, we had approximately $6.6 million in cash
and cash equivalents.

"We are party to a credit facility with Silicon Valley Bank,
Commercial Finance Division, which allows the Company to borrow
up to the lesser of $5 million at any one time outstanding or
80% of eligible accounts receivable balances. This credit
facility bears interest at prime plus 2% (6.75% at September 30,
2002), is secured by substantially all of the assets of the
Company and expires on November 29, 2002. As of September 30,
2002, $700,000 of borrowings were outstanding under this
facility. We are currently in the process of renewing our line
of credit facility, the outcome of which could result in amended
terms and/or financial covenants.

"We currently anticipate the current working capital, including
budgeted cash flow and available borrowings under our credit
facility, will be sufficient to meet our working capital
requirements and anticipated capital expenditures through the
end of the first quarter of 2003. If the we continue to
experience negative cash flow, we may be required to raise
additional funds through the private or public sale of
additional debt or equity securities or through commercial bank
borrowings to fund our working capital requirements and
anticipated capital expenditures. Our ability to obtain
additional capital will depend on financial market conditions,
investor expectations for the wireless technology industry, the
national economy and other factors outside our control. There
can be no assurance that such additional financing will be
available on acceptable terms, or at all. If needed, the failure
to secure additional financing would have a material adverse
effect on our business, financial condition and operating
results and may impair our ability to continue our operations at
their current level."


NTELOS: Wants Court to Schedule Bar Date for June 10, 2003
----------------------------------------------------------
NTELOS Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Virginia to schedule an early
bar date -- a deadline by which all creditors who wish to assert
a claim against the Debtors' estates must file a formal proof of
claim or be forever barred from asserting that claim.

The Debtors remind the Court that the first meeting of creditors
is scheduled to take place on April 11, 2003.  Thus, in
accordance with Local Rule 3003-1(A), the last day for creditors
to file proofs of claim in these Chapter 11 cases sould be
July 10, 2003.

In these cases, it is critical to the Debtors' reorganization
efforts to set an early bar date. The Debtors intend to file
shortly a disclosure statement and plan of reorganization. In
order for the Debtors to solicit votes on the Plan, and to
effectuate and consummate the Plan in a timely fashion, it will
be necessary for the Debtors to ascertain promptly the nature,
extent and scope of the prepetition claims filed against them.
Consequently, the Debtors want their creditors to file proofs of
claim on or before June 10, 2003.

Proofs of claim won't be required on account of:

      a) claims not listed in the schedules as "contingent,"
         "unliquidated" or "disputed";

      b) claims already properly filed with the Court against the
         correct Debtor;

      c) claims previously allowed by order of the Court;

      d) claims allowable under Section 507(a)(1) of the
         Bankruptcy Code as expenses of administration;

      e) claims of non-Debtor direct or indirect subsidiaries of
         the Debtors; and

      f) claims of Debtors against other Debtors.

Moreover, holders of equity securities of the Debtors will not
be required to file a proof of interest solely on account of any
ownership in or possession of such securities.

The Debtors anticipate that the Plan will provide that unless a
particular executory contract or unexpired lease is expressly
assumed in the Plan, such contract or leases shall be deemed
rejected as of the Plan's effective date. Accordingly, the
Debtors want any party to an executory contract or unexpired
lease to file a proof of claim on or before the Bar Date.

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.


OAKWOOD HOMES: Fitch Takes Action on Manufactured Housing Deals
---------------------------------------------------------------
Oakwood Homes Corporation filed for protection under Chapter 11
of the bankruptcy code on Nov. 15, 2002. Fitch placed all
classes on Rating Watch Negative on Nov. 20, 2002. As a result
of a review of the servicing and pool performance, Fitch Ratings
is removing all classes from Rating Watch Negative. In addition,
Fitch affirms (66) and downgrades (42) Oakwood manufactured
housing classes. This action is a result of the continued poor
collateral performance.

In the third quarter of 2002, repossessions and loss severities
began to increase as a result of Oakwood's decision to
discontinue its Loan Assumption Program and liquidate more loans
through the wholesale channel. In October 2002, Oakwood changed
its advancing policy. A significant amount of outstanding
advances were deemed non-recoverable through loan liquidation
and were withdrawn from funds available for distribution in
October and November of 2002. The reduction in available funds
resulted in interest and principal shortfalls and reduced credit
enhancement in many transactions.

Oakwood has received approval from the bankruptcy court to
continue to service its portfolio and the servicing fee has been
moved to a senior position in the waterfall in accordance with
the pooling and servicing agreement. The servicing fee is 100
basis points for transactions prior to 2000-C and 150 basis
points for 2000-C and later. Oakwood recently finalized a $75
million loan servicing advance facility and as of Feb. 15, has
resumed advancing on loans. However, Oakwood will not advance on
loans greater than five payments delinquent.

Fitch will continue to closely monitor developments related to
the bankruptcy and the ongoing performance of the transactions.

           Series 1994-A:

           -- Class A-2 is affirmed at 'AAA'.
           -- Class A-3 is affirmed at 'A+'.

           Series 1995-A:

           -- Class A-3 is affirmed at 'AAA'.
           -- Class A-4 is affirmed at 'AA'.
           -- Class B-1 is affirmed at 'BBB-'.

           Series 1995-B:

           -- Class A-3 is affirmed at 'AAA'.
           -- Class A-4 is affirmed at 'AA'.
           -- Class B-1 is affirmed at 'BBB-'.

           Series 1996-A:

           -- Class A-3 is affirmed at 'AAA'.
           -- Class A-4 is affirmed at 'AA-'.
           -- Class B-1 is affirmed at 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1996-B:

           -- Classes A-4 & A-5 are affirmed at 'AAA'.
           -- Class A-6 is affirmed at 'AA-'.
           -- Class B-1 is affirmed at 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1996-C:

           -- Class A-5 is affirmed at 'AAA'.
           -- Class A-6 is affirmed at 'AA-'.
           -- Class B-1 is affirmed at 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1997-A:

           -- Classes A-4 & A-5 are affirmed at 'AAA'.
           -- Class A-6 is affirmed at 'AA-'.
           -- Class B-1 is downgraded to 'BB' from 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1997-B:

           -- Classes A-4 & A-5 are affirmed at 'AAA'.
           -- Class M is affirmed at 'AA'.
           -- Class B-1 is downgraded to 'BB' from 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1997-C:

           -- Classes A-3 to A-6 are affirmed at 'AAA'.
           -- Class M is affirmed at 'AA'.
           -- Class B-1 is downgraded to 'BB' from 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1997-D:

           -- Classes A-3 to A-5 are affirmed at 'AAA'.
           -- Class M is affirmed at 'AA'.
           -- Class B-1 is downgraded to 'B' from 'BBB-'.
           -- Class B-2 is affirmed at 'C'.

           Series 1998-B:

           -- Classes A-3 to A-5 are affirmed at 'AAA'.
           -- Class M-1 is downgraded to 'AA-' from 'AA'.
           -- Class M-2 is downgraded to 'BBB-' from 'A'.
           -- Class B-1 is downgraded to 'B-' from 'BBB-'.
           -- Class B-2 is affirmed at 'C'.

           Series 1998-C:

           -- Class A-1 & A-1 ARM are affirmed at 'AAA'.
           -- Class M-1 is downgraded to 'A+' from 'AA'.
           -- Class M-2 is downgraded to 'BBB-' from 'A-'.
           -- Class B-1 is downgraded to 'B-' from 'BBB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1999-A:

           -- Classes A-2 to A-5 are affirmed at 'AAA'.
           -- Class M-1 is downgraded to 'AA-' from 'AA'.
           -- Class M-2 is downgraded to 'BBB' from 'A-'.
           -- Class B-1 is downgraded to 'B' from 'BB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1999-B:

           -- Classes A-2 & A-3 are affirmed at 'AAA'.
           -- Class A-4 is downgraded to 'AA+' from 'AAA'.
           -- Class M-1 is downgraded to 'A' from 'AA+'.
           -- Class M-2 is downgraded to 'BB' from 'A'.
           -- Class B-1 is downgraded to 'CCC' from 'BB'.
           -- Class B-2 is affirmed at 'C'.

           Series 1999-C:

           -- Class A-2 is downgraded to 'AA+' from 'AAA'.
           -- Class M-1 is downgraded to 'A+' from 'AA'.
           -- Class M-2 is downgraded to 'BB' from 'A'.
           -- Class B-1 is downgraded to 'CCC' from 'BB+'.
           -- Class B-2 is affirmed at 'C'.

           Series 1999-E:

           -- Class A-1 is downgraded to 'AA+' from 'AAA'.
           -- Class M-1 is downgraded to 'A+' from 'AA'.
           -- Class M-2 is downgraded to 'BBB-' from 'A'.
           -- Class B-1 is downgraded to 'B' from 'BBB-'.
           -- Class B-2 is downgraded to 'C' from 'B-'.

           Series 2000-A:

           -- Classes A-2 & A-3 are affirmed at 'AAA'.
           -- Class A-4 is downgraded to 'AA+' from 'AAA'.
           -- Class A-5 is downgraded to 'AA' from 'AAA'.
           -- Class M-1 is downgraded to 'A' from 'AA'.
           -- Class M-2 is downgraded to 'BBB-' from 'A'.
           -- Class B-1 is downgraded to 'B' from 'BBB-'.
           -- Class B-2 is downgraded to 'C' from 'BB'.

           Series 2000-B:

           -- Class A-1 is downgraded to 'AA' from 'AAA'.
           -- Class M is downgraded to 'BBB-' from 'AA'.
           -- Class B-1 is downgraded to 'B' from 'BBB'.
           -- Class B-2 is downgraded to 'C' from 'BB'.

           Series 2000-D:

           -- Classes A-2 to A-4 are affirmed at 'AAA'.
           -- Class M-1 is downgraded to 'A' from 'AA'.
           -- Class M-2 is downgraded to 'BBB-' from 'A'.
           -- Class B-1 is downgraded to 'B' from 'BBB'.
           -- Class B-2 is downgraded to 'C' from 'B-'.

           Series 2001-B:

           -- Classes A-1 to A-4 are affirmed 'AAA'.
           -- Class M-1 is affirmed 'AA'.
           -- Class M-2 is downgraded to 'BBB' from 'A'.
           -- Class B-1 is downgraded to 'BB' from 'BBB'.


ORBITAL SCIENCES: Shareholders Meeting to Convene on April 29
-------------------------------------------------------------
The Annual Meeting of Stockholders of Orbital Sciences
Corporation, a Delaware corporation, will be held at its
headquarters located at 21839 Atlantic Boulevard, Dulles,
Virginia 20166, on Tuesday, April 29, 2003 at 9:00 a.m. for the
following purposes:

     1. To elect four directors for three-year terms ending in
        2006.

     2. To approve the adoption of an amendment to the Restated
        Certificate of Incorporation to increase the number of
        authorized shares of common stock from 80,000,000 shares
        to 200,000,000 shares.

     3. To approve an increase in the number of shares of common
        stock authorized to be issued under the Orbital Sciences
        Corporation 1999 Employee Stock Purchase Plan from
        3,000,000 shares to 4,500,000 shares.

     4. To transact such other business as may properly come
        before the meeting or any adjournments thereof.

The Board of Directors has set March 14, 2003 as the record date
for the meeting.

                         *   *   *

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

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


PACIFIC GAS: Lehman Brothers Buying $700 Million of PCG Equity
--------------------------------------------------------------
As part of the implementation of Pacific Gas and Electric
Company and its debtor-affiliates' reorganization plan, PG&E
Corporation, the parent company of Debtor Pacific Gas & Electric
Company, entered into a commitment agreement with Lehman
Brothers, Inc. on March 5, 2003, pursuant to which Lehman would
purchase $700,000,000 of PG&E Corp.'s common stock.

PG&E Corp. is required to issue to Lehman a number of shares of
common stock that equals the sum of:

     (1) the amount of the purchase price Lehman is required to
         pay -- that is, up to $700,000,000 minus the proceeds of
         any offering of equity or equity-linked securities -
         divided by the closing price of a share of PG&E Corp.
         common stock on the second trading day before the
         closing of the purchase; and

     (2) 100% of the number of shares so determined.

If the net proceeds of Lehman's sale of the shares exceeds the
amount Lehman paid for the shares including interest from the
date of the purchase to the date of the sale -- the adjusted
purchase price -- or if Lehman still owns shares after receiving
the adjusted purchase price, Lehman is required to pay the
excess proceeds or return the shares to PG&E Corp.  If the net
proceeds of the sale of the shares are less than the adjusted
purchase price, PG&E Corp. is required to pay the difference to
Lehman and Lehman's commitment will terminate.

Lehman's commitment will expire upon written notice by Lehman to
PG&E Corp. that any one of these events has occurred:

     * any change in the terms of PG&E's Plan determined by
       Lehman to be materially adverse;

     * the failure to pay when due any of the fees required to be
       paid to Lehman;

     * the confirmation of a reorganization plan other than
       PG&E's Plan, the withdrawal of PG&E's Plan, or the denial
       of confirmation of the PG&E Plan;

     * the failure to comply with a condition, covenant, or
       agreement established in the commitment documentation;

     * the consummation of PG&E's Plan without the purchase of
       the equity securities subject to the commitment; or

     * March 3, 2004.

Lehman's commitment is also subject to the satisfaction of a
number of conditions precedent, including without limitation:

     -- the PG&E Plan will have been confirmed by the Court and
        will have become effective following the resolution of
        any appeal in a manner satisfactory to Lehman;

     -- PG&E Corp.'s equity market capitalization immediately
        before the Closing Date of the financing contemplated by
        the commitment is not less than $2,500,000,000;

     -- PG&E Corp., on an unconsolidated basis, will not have
        more than $500,000,000 of debt;

     -- the Creditor Notes and the New Money Notes, as well as
        PG&E and the Newco entities themselves, will have
        received investment grade credit ratings from both
        Moody's Investors Service and Standard & Poor's Rating
        Service as of the Closing Date of the financing
        contemplated by the commitment;

     -- each of the reorganized PG&E and the Newco entities will
        have issued the Creditor Notes and the New Money Notes,
        in accordance with the terms of the PG&E Plan and, with
        respect to the New Money Notes, Lehman will have acted as
        joint book-runner in the offerings;

     -- PG&E Corp. will not be in default under any of its
        material agreements;

     -- there will not have occurred any event, development, or
        circumstance since the date of the latest annual
        financial statements that has caused or could reasonably
        be expected to cause a material adverse condition or
        material adverse change in or affecting the PG&E Plan or
        the condition, results of operations, assets,
        liabilities, management, prospects, or value of PG&E
        Corp. and related entities, other than those related to
        PG&E National Energy Group, Inc. and its subsidiaries;

     -- all governmental, regulatory, shareholder, and third-
        party approvals required to consummate the transactions
        contemplated by the PG&E Plan will have been obtained and
        be in full force and effect; and

     -- PG&E Corp. will have used its best efforts to offer and
        sell equity and equity-linked securities to raise at
        least $700,000,000.

Lehman also delivered a letter to PG&E Corp. stating that based
on current market conditions and Lehman's present understanding
of the PG&E Plan, it is highly confident, as of March 5, 2003,
that it has the ability to sell or place the New Money Notes.
However, Lehman's view as to its ability to sell or place the
New Money Notes assumes the satisfaction of a number of
conditions, including without limitation:

    (i) the receipt of a confirmation order from the Court for a
        reorganization plan in substantially the same form as the
        PG&E Plan;

   (ii) the receipt of all regulatory approvals required to
        consummate the PG&E Plan;

  (iii) the receipt of ratings for the New Money Notes and the
        Creditor Notes of at least "Baa3" from Moody's and at
        least "BBB-" from S&P;

   (iv) there will not have occurred or become known to Lehman
        any material adverse change in the financial condition,
        results of operations, business, or prospects -
        including pro forma financial projections -- of each of
        the reorganized PG&E and the Newco entities since
        February 24, 2003, or of PG&E Corp. and its subsidiaries
        -- other than PG&E National Energy Group -- taken as a
        whole;

    (v) PG&E Corp., on an unconsolidated basis, will have no more
        than $500,000,000 of total debt; and

   (vi) PG&E Corp. will have sold equity securities resulting in
        proceeds of up to $700,000,000 to the extent that other
        identified sources of cash and the proceeds from the sale
        of New Money Notes and Creditor Notes are not sufficient
        to fully satisfy all claims.

A free copy of PG&E Corp.'s commitment letter with Lehman is
available at:

   http://www.sec.gov/Archives/edgar/data/75488/000100498003000023/exhibit992.htm

                 CPUC Says PG&E Plan Still Unconfirmable

The California Public Utilities Commission insists that PG&E's
Plan remains unconfirmable despite the Lehman Brothers'
commitment.

The CPUC notes that Lehman's letter is dependent on PG&E Corp.'s
ability to satisfy the specified conditions, one of which is
that PG&E be able to meet the 37 additional conditions contained
in Standard & Poor's assessment in February.  The CPUC
reiterates that some of the conditions in the S&P letter violate
California law and others are incapable of being satisfied
before the implementation of the new proposed Plan.

"Lehman Brothers' letter does not change the view of the PUC
that PG&E's Plan is not feasible," CPUC President Michael Peevey
said in a press release.  "Grave doubts remain about the ability
to finance PG&E's Plan in today's market.  Those problems are
not solved by the Lehman letter."

Mr. Peevey indicates that Lehman's "commitment" is far less
impressive than the $1,500,000,000 commitment offered by UBS
Warburg in connection with the joint Plan proposed by the CPUC
and the Official Committee of Unsecured Creditors.

"Only [the CPUC Plan] truly benefits California ratepayers," Mr.
Peevey asserts. (Pacific Gas Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Parent PG&E Corp. Says Company is Moving Forward
-------------------------------------------------------------
In remarks given Thursday at Morgan Stanley's 10th Annual Global
Electricity & Energy Conference, Robert D. Glynn, Jr., Chairman,
CEO and President of PG&E Corporation (NYSE: PCG) updated
attendees on the progress in Pacific Gas and Electric Company's
Plan of Reorganization, the unit's strong operational
performance, and the state of restructuring negotiations at the
PG&E National Energy Group (PG&E NEG).

Glynn's presentation noted that Pacific Gas and Electric Company
and the PG&E NEG are each pursuing clear, independent courses of
action toward resolving uncertainty. He also stated that he and
the Board of Directors believed that accomplishing these
objectives is the foundation for delivering growing long-term
value for shareholders.

The full text of Glynn's prepared remarks follows and is posted
on the company's Web site at http://www.pgecorp.com

                         *    *    *

Prepared Remarks of
Robert D. Glynn, Jr.
Chairman, Chief Executive Officer, President
PG&E Corporation
Morgan Stanley
10th Annual Global Electricity & Energy Conference
March 13, 2003
The Essex House New York, New York

"Thank you for the invitation to join you today and to give you
an update on PG&E Corporation. Today's remarks will comment on:

-- Pacific Gas and Electric Company's Plan of Reorganization, or
    POR;

-- PG&E National Energy Group's restructuring negotiations; and

-- Pacific Gas and Electric Company's continued strong
    operational performance.

           Progress in Pacific Gas and Electric Company's
                     Plan of Reorganization

"Since the inception of Pacific Gas and Electric Company's Plan
of Reorganization, we have held to three basic objectives:

-- Pay all valid creditor claims, in full, with interest.

-- Avoid raising electric rates for customers (or asking the
    State of California for a bail-out).

-- Have all resulting businesses and securities rated
'investment-grade' at the time we exit Chapter 11.

"We have taken steps to achieve these objectives, most recently
by the parent's commitment to provide up to $700 million to
support investment-grade credit ratings; and we have obtained
Lehman Brothers' commitment letter to stand behind our
commitment. We are prepared to issue this equity unless other
additional monies -- such as from lower-than-anticipated
creditor claims, FERC-ordered generator refunds, or other
sources -- are available to reduce or eliminate altogether the
need to issue the new equity.

"And, it is in our shareholders' interest to see the PG&E plan
implemented because its implementation should result in a
significant improvement in equity value, which is clearly our
intention to accomplish, and which is clearly our right as a
solvent debtor in this bankruptcy proceeding -- the right of the
debtor to maximize the value of the estate for all those who
have a claim on it, including equity.

"These enhancements to our plan result from our interactions
with Standard & Poor's (S&P) a few weeks ago, after which S&P
revisited its preliminary rating evaluation of the corporate
credit ratings of the entities and the securities proposed to be
issued by the Pacific Gas and Electric Company and the new
companies, or NewCos, that would result from the company's POR.

"S&P stated that the approximately $8.5 billion of securities
proposed to be issued by the reorganized Utility and the NewCos,
as well as their corporate credit ratings, would be capable of
achieving investment-grade ratings of at least BBB-.

"Our equity commitment, backed by Lehman's commitment letter,
significantly strengthens the already strong financeability of
our plan.

                  Judicial Settlement Conference

"The court has issued an order to commence a judicial settlement
conference, and we are fully complying with the order. The court
has also stayed proceedings in the confirmation trial, including
discovery, for 60 days. It is worth noting that there is nothing
to suggest that the CPUC's plan or position in the confirmation
trial provides a basis for a legal, feasible, or durable
settlement.

                       Confirmation Hearing

"In the confirmation hearing, our testimony regarding the PG&E
plan and the CPUC alternate plan includes a clear description of
one of the most critical distinctions between the plans. The
distinction is that, under the PG&E plan, both the securities
issued to repay creditors and the reorganized entities
themselves would receive investment-grade credit ratings, while
the CPUC plan would have the out-of-bankruptcy company a "junk
bond" company with "junk" securities.

"This critical distinction is one of the reasons why our team is
so committed to the PG&E plan and helps to explain our answers
to previously posed questions about a negotiated settlement.

"No party has identified a plan, other than ours, that will
accomplish these three objectives: not the CPUC, not the
Official Creditors Committee, or any other party.

"Why is it so essential for the entities and the securities to
be investment-grade from the outset?

-- First, we believe that the very large financing to implement
    our plan will only be available from investment-grade debt
    markets.

-- Second, on a going-forward basis, these new businesses are
    capital intensive as they provide the growing and critical
    energy infrastructure for Northern and Central California.
    Financial exhibits we have filed with the Bankruptcy Court
    show capital expenditures that average more than $1.7 billion
    per year for the four companies combined, and assume standard
    working capital facilities. Over time, these companies will
    need to refinance maturing debt, initiate the economic
    refinancing of existing debt, and continually balance their
    capital structure. This can only be accomplished efficiently
    and with certainty by investment-grade companies.

-- Another important consideration is that these businesses are
    commercial counterparties to very large, long-term contracts,
    such as for gas and electric energy. Most commercial
    enterprises require investment-grade status for their
    counterparties, or otherwise require large and expensive
    letters of credit or cash deposits. Few will do business
    otherwise with "junk bond" companies.

-- Last, returning from a "junk bond" credit rating to
    investment-grade credit rating isn't something that just
    automatically happens. In a recent study Standard & Poor's
    found that of 383 issuers that were downgraded below
    investment-grade between 1987 and 2002, only one-quarter of
    the total have returned to investment-grade status.

"These reasons show clearly why we believe that the reorganized
companies must be investment-grade on day one and that we can
settle for nothing less.

"And, this explains a big part of the reason why we do not
support the CPUC plan. We believe the CPUC plan would not
achieve investment-grade credit ratings for the reorganized
business, and it would not achieve investment-grade credit
ratings even for many -- if not all -- of the securities that
would be issued to pay creditors. Although the CPUC has changed
or modified its plan several times, it still has not approached
receiving an investment-grade rating -- again, not for many of
the securities and certainly not for the reorganized company.

"Nor do we believe the CPUC plan has only a short gap to bridge
in order to achieve investment grade. Even with credit ratios
that traditionally might suggest a rating well above the
investment-grade threshold, we are seeing ratings that are much
lower.

"In our experience with the rating agencies, the bar has been
raised for achieving investment grade, and based on our analysis
of the CPUC-plan credit ratios we don't believe the CPUC plan
can clear the bar.

                       Our Plan is Simple

"Against a cacophony of claims of complexity, our plan of
reorganization remains remarkably simple, and its core elements
have not changed since it was first filed. Under our plan, we
will:

-- Reorganize the business.

-- Refinance the reorganized business.

-- Pay creditors with the proceeds from the refinancing (along
    with cash on hand and notes).

"These are the things that companies do in Chapter 11; that's
where Pacific Gas and Electric Company is; that's why these
elements are in our plan. We aren't in a regulatory proceeding;
we're in Federal Bankruptcy Court.

"The recent changes that enhance the financing element of our
plan ensure that investment-grade status is achieved.

                          Creditor Support

"Based upon these facts, it's not surprising that creditors
voted overwhelmingly to support our plan. Here's the result of
that vote.

"Of the 10 classes of creditors voting on the company's plan,
nine supported it. Only one class supported the CPUC plan. That
class had exactly eight creditors in it out of a total of 18,129
creditors.

Since the vote, our plan has become financially stronger.

                     PG&E National Energy Group

"Last summer, PG&E NEG's credit rating was dropped to below
investment-grade, causing a number of financial difficulties,
many also experienced by others in the sector. Since then we
have taken steps to respond to the financial challenges,
modified our business plan, and sought consensual resolution
with PG&E NEG's lenders. We have also identified in our SEC
disclosures that if a consensual restructuring is not achieved,
the likely outcome would be Chapter 11 filings for PG&E NEG and
some of its subsidiaries that would result in no further
relationship between PG&E Corporation and the current PG&E NEG
business.

"As to steps we have taken to respond to the financial
challenges, we agreed to cooperate with the lenders for the
GenHoldings projects and La Paloma and Lake Road in exchange for
their forbearance and continued funding of construction. We have
also announced our intent to sell PG&E NEG's USGen New England
operations. And, in the fourth quarter of 2002, the PG&E NEG
wrote off, impaired or abandoned investments in a number of
power plant development and construction projects, and
equipment. The full discussion of this is contained in our SEC
filings.

"Regarding changes to our business plan, PG&E NEG is continuing
to significantly reduce its energy trading operations. Our
objective is to limit the trading and risk management activities
to only what is necessary for the energy management services to
facilitate the transition of our merchant generation facilities
through their sale, transfer, or abandonment process and to
provide for fuel into and power out of our IPP plants.

"With respect to negotiations with PG&E NEG lenders, since last
fall, we've been actively engaged with them, with the goal of
reaching a consensual restructuring agreement. We've undertaken
to do this confidentially, and thus won't be providing specifics
at this time.

"Among the challenges we face is the sheer complexity of the
negotiations, given the number of parties -- there are five bank
syndicates in total, with about 40 banks, and there are holders
of about $1 billion in bonds.

"It is fair to say that the goal of these negotiations is to
find a mutually acceptable restructuring; that various
agreements have been reached -- for example, agreements to
continue funding some projects in construction; and that the
parties recognize that there are substantial challenges. We
believe that the preferred outcome, and the one that provides
better value for PG&E NEG's lenders and for PG&E NEG, is the
consensual route.

                Pacific Gas and Electric Company
                     Operational Performance

"The third and final portion of these remarks is the strong
operational performance of Pacific Gas and Electric Company in
2002, as it continued to deliver safe, reliable electric and gas
service.

"Customers responding to its customer service survey provided
high marks, with more than 90 percent rating their service as
good, very good or excellent.

"Safety performance was strong, with total lost-time incidents
down 21 percent from 2001 and fewer than any in the last 10
years.

"We continued a sustained five-year trend of reliability
improvement, with outages down by 20 percent in frequency and
duration over that period.

"Late last year, Pacific Gas and Electric Company launched a new
customer information system that will ultimately provide better
service for customers, including quicker customer service,
reduced transaction time for customer service transactions, and
greater flexibility in adjusting to changing customer or market
demands.

"We continued excellence in energy efficiency programs, with
almost one-third of residential customers qualifying for the 20
percent rebate program, and we received the "Champion of Energy
Efficiency" Award from the American Council for an Energy-
Efficient Economy.

"And all of this was accomplished while Pacific Gas and Electric
Company operated with the lowest system-wide average electric
rates among the state's three largest investor-owned utilities.

                          Summary

"Each of our businesses is pursuing a clear, independent course
of action towards resolving its uncertainty. At PG&E NEG,
negotiations are in progress, and we believe that NEG lenders
will get better value from a consensual outcome than otherwise.
At Pacific Gas and Electric Company, we believe the PG&E plan is
the only confirmable plan, and our team is ready to implement
that plan once we have a confirmation order and regulatory
approvals.

"I and our board believe that accomplishing these objectives is
the foundation for our operations to deliver growing long-term
value for shareholders, and that is what we intend to deliver.
Thank you."


PANTRY INC: S&P Affirm B+ Rating over Stabilized Performance
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on The Pantry Inc., based on the company's
stabilized operating performance over the past year and planned
bank loan refinancing, which is expected to reduce amortization
requirements and enhance liquidity.

At the same time, Standard & Poor's assigned a 'B+' rating to
The Pantry's $310 million bank facility that is secured by a
first priority lien on substantially all of the company's
assets, and assigned a 'B-' rating to The Pantry's $50 million
bank facility that is secured by a second priority lien on
substantially all of the company's assets. Proceeds from the
planned bank loan refinancing will be used to repay the existing
bank loan and for general corporate purposes.

The outlook is stable. Approximately $511 million of debt is
affected by this action. The Sanford, North Carolina-based
company is a leading convenience store operator of just under
1,300 stores in the Southeast.

"Pro forma for the planned bank facility, The Pantry will have a
$60 million revolving credit facility and $300 million of term
loans that mature in 2007. Amortization will be reduced under
the facility with about $13 million due in 2004, $26 million due
in 2005, and $27 million due in 2006 before the loan matures,"
Standard & Poor's credit analyst Patrick Jeffrey said. "This
compares to bank loan amortization of $89 million in 2005 and
$119 million in 2006 under the existing structure."

"The company also had about $22 million in cash on Dec. 26,
2002," Mr. Jeffrey added. "The company's $200 million in senior
subordinated notes matures in 2007."

Standard & Poor's said the ratings on The Pantry reflect its
participation in the competitive and highly fragmented
convenience store industry; significant exposure to the
volatility of gasoline prices; and market concentrations in
resort communities in the southeastern U.S., in which economic
slowdowns can impact operations. These risks are somewhat
mitigated by the company's leading position in the industry and
a less aggressive expansion strategy over the next two years
that should allow the company to reduce debt levels.

The Pantry Inc.'s 10.250% bonds due 2007 (PTRY07USR1),
DebtTraders says, are trading at 97 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PTRY07USR1
for real-time bond pricing.


PETCO ANIMAL: Feb. 1 Net Capital Deficit Shrinks to $11 Million
---------------------------------------------------------------
PETCO Animal Supplies, Inc., (Nasdaq:PETC) reported financial
results for the fourth quarter and fiscal year 2002 ended
February 1, 2003. The Company also provided its guidance for the
first quarter and full fiscal year 2003.

                    Fourth Quarter Results

Net sales in the fourth quarter of 2002 were $405.4 million with
a comparable store net sales increase of 6.0%. The comparable
store net sales increase in the period comes on top of a 9.0%
increase in the prior year's fourth quarter. Overall, net sales
increased 11.5% over the fourth quarter of fiscal 2001.

Net earnings available to common stockholders for the fourth
quarter were $19.4 million, including a charge of $0.04 per
share for the previously disclosed settlement of California
overtime litigation. This compared with net loss available to
common stockholders of $18.2 million in the prior-year fourth
quarter. The fourth quarter of fiscal 2001 included: a $2.5
million stock-based compensation expense related to the
Company's initial public offering; a $37.0 million write-off of
a former Canadian investment; management fees of $0.8 million;
equity in loss of unconsolidated affiliates of $0.6 million;
and, an increase in the carrying amount of previously
outstanding preferred stock of $7.3 million.

Excluding the previously mentioned items and related tax
effects, pro forma net earnings available to common stockholders
for the fourth quarter of fiscal 2002 increased 36% to $21.3
million, compared to pro forma net earnings available to common
stockholders for the fourth quarter of fiscal 2001 of $15.7
million. The change in accounting related to the Company's
adoption of Statement of Financial Accounting Standards No. 142
contributed $0.7 million of the improvement in net earnings in
the fourth quarter of 2002. Pro forma number of shares for the
fourth quarter of 2001 assumes the issuance of 15.5 million
shares of common stock in connection with the Company's initial
public offering in the first quarter of fiscal 2002.

For the fourth quarter of fiscal 2002, pro forma operating
income climbed 20% to $42.4 million, or 10.4% of net sales, an
improvement of 80 basis points over the pro forma prior year
quarter. EBITDA (earnings before extraordinary item, interest,
taxes, depreciation and amortization), adjusted for excluded
items, increased 17% to $55.7 million from $47.7 million in the
prior year's fourth quarter.

Commenting on PETCO's fourth quarter performance, Brian K.
Devine, Chairman, President and Chief Executive Officer, said:
"The 6.0% comparable store net sales increase we achieved in the
fourth quarter marks our 40th consecutive quarter, or ten full
years, of comparable store net sales increases of 5.0% or
greater. This performance is particularly gratifying in light of
the uncertain economic environment and unfavorable weather
conditions in the period. We are also pleased to report that pro
forma net earnings per common share increased 36% to $0.37 per
diluted share compared to pro forma net earnings of $0.27 per
diluted common share in the prior-year fourth quarter. This
strong performance underscores the consistency and resiliency of
our business."

                     Full Year 2002 Results

Net sales in fiscal 2002 were $1.48 billion with a comparable
store net sales increase of 8.0%. The comparable store net sales
increase comes on top of an 8.6% increase in the prior-year
period. Overall, net sales increased 13.5% over fiscal 2001.

Net earnings available to common stockholders in fiscal 2002
were $11.7 million, compared with net loss available to common
stockholders of $50.5 million in the prior-year. PETCO completed
an initial public offering in the first quarter of fiscal 2002
and the 2002 results include the following items that were
recorded in the first quarter: $12.8 million in management fees
and termination costs related to the termination in February
2002 of a management services agreement that was entered in
conjunction with the Company's leveraged recapitalization; $8.4
million in stock-based compensation expense and other primarily
financing and legal costs of $1.2 million related to the
Company's initial public offering; an extraordinary loss, net of
related tax benefit, of $2.0 million related to the early
repurchase of senior subordinated notes with proceeds of the
offering; and, an increase in the carrying amount and premium on
redemption of previously outstanding preferred stock of $20.5
million. Additionally, the results for the fourth quarter of
fiscal 2002 include a charge of $3.5 million related to the
settlement of the previously disclosed California overtime
litigation. The prior year included: a $17.4 million stock-based
compensation expense related to the Company's initial public
offering; a write-off of Canadian investment of $37.0 million;
management fees of $3.1 million; merger and non-recurring costs
of $0.4 million; equity in loss of unconsolidated affiliates of
$3.1 million; and, an increase in the carrying amount of
previously outstanding preferred stock of $27.7 million.

Excluding the previously mentioned items and related tax
effects, pro forma net earnings for fiscal 2002 increased to
$52.0 million, a 74% increase over the $29.9 million in the
prior year. The change in accounting related to the Company's
adoption of SFAS No. 142 contributed $2.9 million of the
improvement in net earnings for fiscal 2002, net of a transition
impairment charge of $0.2 million, as goodwill is no longer
being amortized.

Pro forma operating income in fiscal 2002 climbed 31% to $117.9
million, or 8.0% of net sales, an improvement of 110 basis
points over the pro forma prior year. EBITDA, adjusted for
exluded items, increased 21% to $168.4 million from $139.2
million in the prior year.

Petco's February 1, 2003 balance sheet shows a total
shareholders' equity deficit of about $11 million, down from a
deficit of about $305 million a year ago.

                Improved Gross Profit Margins

Gross profit margin improved 70 basis points to 33.0% in the
fourth quarter compared to a pro forma gross profit margin of
32.3% for the fourth quarter of 2001. The pro forma gross profit
for the fourth quarter of 2001 has been adjusted to eliminate
stock-based compensation expense of $0.5 million related to the
Company's initial public offering. Sales of pet supplies and
services represented more than 69% of net sales in the fourth
quarter of 2002.

                   Store Expansion Program

PETCO opened 61 new stores during fiscal 2002, compared with 50
new stores in fiscal 2001. The addition of 39 new stores, net of
relocations and closings, has increased the store base to 600
stores. With 60 new stores planned for 2003, or approximately
45-50 new stores net of relocations and closings, the Company
continues to reinforce PETCO's national brand presence.

In addition to its new store openings in fiscal 2002, PETCO
completed eight remodels of existing stores to its new
"millennium" format in fiscal 2002. In fiscal 2003, the Company
plans to remodel up to 50 existing stores into the millennium
format.

     Return on Invested Capital (ROIC) Improves Over Last Year

PETCO's pre-tax ROIC improved over the prior year. As a result
of improved EBIT (earnings before interest and taxes) and
improved capital turns, the Company's pre-tax ROIC for the
trailing twelve months through the fourth quarter of 2002
increased to 17.4%, up from 16.3% over the same period in the
prior year. This represents an improvement of 110 basis points.
While net sales increased 13.5% over the prior year, inventories
grew by only 7.3%, reflecting the efficient management of
working capital.

                              Outlook

The Company's outlook for the first quarter of fiscal 2003
reflects the adverse weather conditions that have been
experienced since the beginning of the period in a number of
markets, as well as continued economic uncertainty. Recognizing
these circumstances, the Company currently expects a comparable
store net sales increase of approximately 5% in the first
quarter of fiscal 2003. This increase in comparable store net
sales would come on top of the 9.3% increase achieved in the
first quarter of fiscal 2002. Accordingly, the Company currently
expects first quarter earnings per diluted share in the range of
$0.18 - $0.19, which would represent an increase of more than
20% over the $0.15 per diluted share reported in the first
quarter of fiscal 2002.

For fiscal 2003, the Company currently expects a comparable
store net sales increase of approximately 6%. Including initial
year conversion costs associated with its planned millennium
remodel program, the Company currently expects diluted earnings
per common share in the range of $1.08 - $1.10 for the full
fiscal 2003 year, an increase of more than 20% over the pro
forma net earnings of $0.90 per common share which the Company
is reporting today for the full fiscal year 2002.

PETCO is a leading specialty retailer of premium pet food,
supplies and services. PETCO's strategy is to offer its
customers a complete assortment of pet-related products at
competitive prices, with superior levels of customer service at
convenient locations. PETCO generated net sales of $1.48 billion
in the fiscal year ended February 1, 2003. It operates 600
stores in 43 states and the District of Columbia, as well as a
leading destination for on-line pet food and supplies at
http://www.petco.com Since its inception in 1999, The PETCO
Foundation, PETCO's non-profit organization, has raised more
than $11.0 million in support of more than 1,400 non-profit
grassroots animal welfare organizations around the nation.


PLANVISTA CORP: Reports Improved Results for Calendar Year 2002
---------------------------------------------------------------
PlanVista Corporation (OTCBB:PVST) reported net income of $4.2
million for the year ended December 31, 2002, compared to a net
loss of $45.2 million during 2001.

                         Financial Results

For the year ended December 31, 2002, the Company reported
operating revenue of $33.1 million, compared to $32.9 million in
2001, or a 1% increase. For the quarter ended December 31, 2002,
the Company reported operating revenues of $8.4 million, a 4%
increase over fourth quarter 2001 revenues of $8.1 million.
During the fourth quarter, the Company took a non-operating
charge of approximately $1.2 million, representing legal,
accounting, printing, and other costs incurred by the Company in
connection with a planned secondary offering of its common
stock. Because of continuing stock market uncertainty, the
Company is indefinitely postponing the offering. Earnings from
continuing operations before income taxes totaled $246,000 in
the fourth quarter of 2002, compared to a loss from continuing
operations before income taxes of $5.9 million for the fourth
quarter of 2001. Fourth quarter net income totaled $483,000,
compared to a net loss of $5.7 million during the fourth quarter
of 2001.

Net income in 2002 totaled $4.2 million, compared to a net loss
of $45.2 million for the same period in 2001. Additionally, the
Company's 2002 EBITDA(i) profit (a non-GAAP measure defined as
earnings from continuing operations before interest, taxes,
depreciation, and amortization, without taking into
consideration investment losses in 2001 or the 2002 charge
related to offering costs) increased 21% to $10.4 million,
compared to $8.6 million for 2001. Compared to the prior year,
the Company's EBITDA margin increased to 31% from 26%. For the
fourth quarter of 2002, the Company's EBITDA profit increased
459% to $2.6 million, compared to $0.5 million for the same
period in 2001.

                      Business Highlights

The Company's preferred provider network business successfully
implemented 45 new customers in 2002 and organically grew
operating revenue with several key existing clients, resulting
in approximately $4.5 million in new business operating revenue
for the year. Flat operating revenue in 2002 compared to 2001
was primarily attributable to the Company replacing revenue lost
during the prior year.

The Company's new initiatives, including the business
outsourcing products PayerServ and PlanServ, as well as bill
negotiation, accelerated funding, and other medical cost
containment services, generated $1.8 million of the new business
operating revenue for 2002, or 5.5% of the Company's operating
revenue for the year.

The Company processed over 3.6 million medical claims during
2002, an increase of 25% over 2001. More importantly, the
Company achieved a significant reduction of the volume of paper
and fax claims it reprices, migrating more of its claim
submissions to electronic data interchange and the Internet.
Compared to 2001, during which it processed approximately 26% of
its claims electronically, the Company processed 50% of its
claims electronically during 2002, or an 85% increase. In
addition to delivering accurate claims repricing to customers
with improved claim turnaround time, the Company's processing
costs on electronically submitted claims are lower.

The Company's ClaimPassXL(R) Internet repricing system continues
to favorably impact the Company's performance. During 2002,
Internet claim volume exceeded 528,000 claims, representing an
increase of 53% over the previous year. Operating revenue
generated from claims processed via the Company's Internet
program for the year represented almost one third of our
operating revenue for 2002, or $10.4 million, an 89% increase
over 2001 Internet revenue.

According to PlanVista Chairman and Chief Executive Officer
Phillip S. Dingle: "This past year marked the first year in
which we operated as a 'pure play' medical cost management firm
and established the foundation for our future. After having
overcome two to three years of divestitures and a challenging
turnaround, during 2002 we recorded positive earnings during
each and every quarter, reduced our debt by almost 50%, and
enhanced our margins on flat revenues. Our proprietary
technology, network access, and people continue to distinguish
us from the competition. This is an exciting period for our
Company, and we look forward to the challenges and opportunities
of the coming year."

                      New Financial Partner

On March 10, 2003, the Company announced that PVC Funding
Partners LLC, an affiliate of Commonwealth Associates, LP and
Comvest Venture Partners, had acquired 96% of the Company's
outstanding convertible preferred stock previously held by the
Company's senior lenders and $20.5 million of the Company's
outstanding bank debt. The transaction reduced the bank group's
collective interest in PlanVista from over $71 million to $20.6
million and transferred the referenced preferred shares, with
potential convertibility into control of the Company, to the
hands of a strategic partner with successful healthcare and
investment experience. The preferred stock is convertible into
approximately 21 million common shares (subject to anti-dilution
and other adjustments) after October 12, 2003 which, in
accordance with GAAP, have not been factored into the reported
earnings per share included herein.

               Reduced Debt, New Credit Facility,
                 and Preferred Stock Accretion

On April 12, 2002, the Company closed the transaction involving
its new credit facility and debt restructuring. The credit
facility, which has a term of two years and is subject to
interest at a variable rate, generally prime plus 1%, is a term
loan in the amount of $40.0 million, with nominal quarterly
amortization of principal that commenced in June 2002. In
connection with the transaction, the Company exchanged
approximately $29.0 million of bank debt for equity in the form
of convertible preferred securities that cannot be converted
until October 12, 2003. In addition, an existing non-bank
subordinated note in the amount of $5.0 million was
automatically converted into common equity, as was approximately
$1.5 million of other subordinated debt. In total, the Company's
debt is nearly one-half of its debt at year end 2001.

In connection with its debt restructuring and new credit
facility entered into during the second quarter of 2002, the
Company was required to adopt the accounting principles
prescribed by Emerging Issues Task Force No. 00-27, "Application
of Issue No. 98-5 to Certain Convertible Instruments" ("EITF 00-
27"). In accordance with the accounting requirements of EITF 00-
27, the Company has reflected approximately $17.0 million as an
increase to the carrying value of the convertible preferred
securities with a comparable reduction to its additional paid-in
capital during the fourth quarter of 2002. The amount accreted
to the convertible preferred securities is calculated based on
(a) the difference between the closing price of the Company's
common stock on April 12, 2002 and the conversion price per
share available to the holders of the convertible preferred
securities, multiplied by (b) our estimate of the number of
shares of common stock that will be issued if the convertible
preferred shares are ever converted. (Such shares cannot be
converted at any time prior to October 12, 2003.) This amount is
accreted over the contractual life of the convertible preferred
securities. This non-cash transaction does not affect the
Company's net income nor its stockholders' equity but does
impact the net income deemed available to common stockholders
for reporting purposes in the fourth quarter of 2002. Net income
per share available to the holders of the Company's common stock
in the fourth quarter of 2002 was further reduced by a preferred
stock dividend totaling $0.7 million payable on the convertible
preferred securities issued in connection with the new credit
facility and debt restructure. For the fourth quarter of 2002,
this results in a deemed loss per share applicable to common
stockholders of $1.03.

                         Board Changes

The Company also announced that John Race has decided to leave
the Board, effective March 13, 2003.  Mr. Race, who is a founder
of DePrince, Race & Zollo, joined the Board in October 2000 and
has served an integral role during the Company's transformation
from a large third party administrator to a leaner, more robust
medical cost management firm.

According to Mr. Race: "I continue to support the management
team and believe the Company is positioned to perform well in
the future. As a result of the recent Commonwealth transaction
with the Company's lenders, however, my job is done -- and it is
simply time for me to move on."

Mr. Race has been replaced by James K. Murray III. Mr. Murray
serves as President of the Murray Corporation, a Tampa-based
diversified Merchant Banking Company investing in the areas of
information technology and business services. In addition, he is
co-founder, Executive Vice President and Chief Financial Officer
at AdvanTech Solutions, an innovative human capital management
company specializing in technically advanced human resource
services. Before joining AdvanTech, he was Executive Vice
President and Chief Financial Officer for SHPS, Inc., a provider
of outsourced care management services and products, employee
benefit administration, and support services. Mr. Murray served
as Executive Vice President and Chief Financial Officer of the
Company from 1995 to 1997, and previously served as President
and Chief Executive Officer of a federally insured Commercial
Bank.

PlanVista CEO Phil Dingle said: "John has been an outstanding
Board member during his service to our Company, and I am
personally grateful for his support during a challenging
turnaround. We will miss him. At the same time, we welcome the
addition of Jack Murray, whose credentials and profile are
impressive. He will help our Company drive shareholder value."

PlanVista Solutions(R), whose September 30, 2002 balance sheet
shows a total shareholders' equity deficit of about $14 million,
provides medical cost containment and network and data
management solutions to the medical insurance and managed care
industries. We provide integrated national preferred provider
organization network access, electronic claims repricing, and
claims and data management services to health care payers, such
as self-insured employers, medical insurance carriers, third
party administrators, health maintenance organizations, and
other entities that pay claims on behalf of health plans. We
also provide services to health care services providers, such as
individual providers and provider networks. Visit the Company's
Web site at http://www.planvista.com


POINT.360: Needs to Refinance 2004 Facility to Make Last Payment
----------------------------------------------------------------
Point.360 is an integrated media management services company
providing film, video and audio post production, archival,
duplication and distribution services to motion picture studios,
television networks, advertising agencies, independent
production companies and multinational companies.  The Company
provides the services necessary to edit, master, reformat,
archive and ultimately distribute its clients' audio and video
content, including television programming, feature films, spot
advertising and movie trailers.

The Company provides worldwide electronic and physical
distribution using fiber optics, satellite, Internet and air and
ground transportation.  The Company delivers commercials, movie
trailers, electronic press  kits, infomercials and syndicated
programming, by both physical and electronic means, to thousands
of broadcast outlets worldwide.

Point.360's revenues decreased by $1.2 million, or 2%, to $68.4
million for the year ended December 31, 2002, compared to $69.6
million for the year ended December 31, 2001, due to a decline
in studio post production sales as some work was brought in-
house.  Studios have traditionally maintained in-house capacity
and several customers utilized that capacity in 2002 to a
greater extent thereby affecting the Company's
sales.

Gross profit increased $3.5 million, or 15.0%, to $26.2 million
for the year ended December 31, 2002,  compared to $22.8 million
for the year ended December 31, 2001. As a percent of revenues,
gross profit  increased from 32.7% to 38.4%.  The increase in
gross profit as a percentage of revenues was principally  due to
lower wages and benefits as headcount was reduced 7% since
December 31, 2001.

The net income for 2002 was $2.8 million, an increase of $4.3
million, compared to a loss of $1.5 million for 2001.

During the past year, the Company has generated sufficient cash
to meet operating, capital expenditure and debt service needs
and obligations, as well as to provide sufficient cash reserves
to address contingencies.  When preparing estimates of future
cash flows, the Company considers historical performance,
technological changes, market factors, industry trends and other
criteria. In its opinion,  the Company will continue to be able
to fund its needs for the foreseeable future.

However, the Company has reported losses for each of the five
fiscal quarters ended December 31, 2001 due, in part, to lower
gross margins and lower sales levels and a number of unusual
charges.  Although it  achieved profitability in Fiscal 2000 and
prior years, as well as in the four fiscal quarters ended
December 31, 2002, there can be no assurance as to future
profitability on a quarterly or annual basis.

Due to lower operating cash amounts resulting from reduced sales
levels in 2001 and the consequential net losses, the Company
breached certain covenants of its credit facility.  The breaches
were temporarily cured based on amendments and forbearance
agreements between the Company and the banks which called for,
among other provisions, scheduled payments to reduce amounts
owed to the banks to the permitted borrowing base. In August
2001, the Company failed to meet the principal repayment
schedule and was once again in breach of the credit facility.
The banks ended their formal commitment to the Company in
December 2001.

In May 2002, the Company entered into an agreement with the
banks to restructure the credit facility to a term loan maturing
on December 31, 2004.  As part of this restructuring, the banks
waived all existing  defaults and the Company made principal
payments of $5.5 million in 2002, and will make principal
payments of $5.0 million and $18.5 million in 2003, and 2004,
respectively.  Based upon the Company's financial forecast, the
Company will have to refinance the facility by 2004 to satisfy
the final payment requirement.


PROTECTION ONE: Wins Regulatory Nod for Settlement with Westar
--------------------------------------------------------------
Protection One (NYSE: POI - NEWS) announced that the Kansas
Corporation Commission has entered an order conditionally
approving a settlement between Protection One, the Kansas
Corporation Commission Staff, Westar Energy, Inc., Westar
Industries, Inc. and MBIA Insurance Corporation.  The settlement
successfully resolves, without contested proceedings or
litigation, certain points relating to the Commission's
previously issued Order No. 55 that could have jeopardized
Protection One's contractual arrangements with Westar Energy
and Westar Industries.

The KCC conditionally approved the partial stipulation,
including payments under an existing Tax Sharing Agreement,
subject to certain notification requirements.  The settlement
will also allow Westar Industries to fulfill its obligation to
provide Protection One with its Credit Facility.  Pursuant to
the settlement, the maximum borrowing capacity under the Credit
Facility will be reduced to $228.4 million from $280 million,
and the maturity of the Credit Facility may be extended for an
additional year beyond its current stated maturity of January
2004.

Under the terms of the settlement, Westar Energy also will pay
Protection One approximately $4.4 million related to the
termination of certain inter-company agreements, including the
repurchase of the Company's aviation subsidiary.  Pursuant to
the settlement, a Management Services Agreement between the
Company and Westar Energy also will be terminated.

"We are pleased with the outcome of these settlement
negotiations. Working in concert with Westar Energy, I believe
we have come to a settlement that is beneficial to Protection
One and its shareholders, as well as the KCC and other
interested parties," said Richard Ginsburg, Protection One's
President and Chief Executive Officer.

Protection One, one of the leading commercial and residential
monitored security services companies in the United States and a
leading security provider to the multifamily housing market
through Network Multifamily, serves more than one million
customers in North America. For more information on Protection
One, go to http://www.ProtectionOne.com

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its 'B' corporate credit and other ratings for
Protection One Alarm Monitoring Inc., on CreditWatch with
negative implications. The action was taken because of concerns
associated with the intention of 88% owner Westar Energy Inc.,
(BB+/Watch Neg/--) to dispose of Protection One and the
potentially negative impact of recent directives by the Kansas
Corporation Commission.

Topeka, Kansas-based Protection One is the second-largest
security alarm monitoring company in the nation. As of September
2002, it had about $575 million of total debt outstanding.


RICA FOODS: Expects to Meet Supply Obligations In Spite of Fire
---------------------------------------------------------------
On February 21, 2003, a by-products plant owned and operated by
Rica Foods, Inc. was damaged by a fire. Historically, the Plant
has been the Company's primary processing plant for the
production of goods comprising the Company's by-products
segment. The Company estimates that the damaged portions of the
Plant and equipment had a book value of approximately $1.5
million. The Company believes the expected insurance proceeds
will be sufficient to cover approximately 80% of the costs
associated with renovating, repairing, and/or replacing the
damaged Plant and equipment. The Company did not lose a
significant amount of inventory as a result of the fire and
anticipates it will continue to meet substantially all of its
supply obligations to various customers.  The Company is
utilizing the undamaged portions of the Plant to continue to
process and pack by-products.

Rica Foods, Inc. has also entered into verbal agreements with
several local independent processors in close proximity to the
Plant to use, and has begun using, such Processors' facilities
while the damaged portions of the Plant are rebuilt. The Company
is utilizing the Plant's employees to assist it to produce by-
products at its and Processors' facilities and to renovate the
Plant. The Company believes that the usage fees that it has been
charged and will be charged for utilizing Processors' facilities
will be comparable in amount to the various costs the Company
has historically incurred to produce by-products in its Plant.
The Company does expect to incur certain increased logistical
costs. The Company estimates that it will take between four to
five months for the Company to refurbish the Plant, although
there can no assurance of that.

Until, among other things, the Company has developed experience
working with the Processors and entered into definitive written
contracts with the various Processors, the Company cannot
accurately predict if its sales of by-products will materially
decrease or if the costs associated with manufacturing and
distributing by-products will increase.

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


SAFETY-KLEEN: Wants to Sign Deals with Edmik and Econoline
----------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates want to enter into
manufacturing agreements with Edmik, Inc., and Econoline
Abrasive Products, Inc.  Under these agreements, Edmik and
Econoline will manufacture and sell solely to Safety-Kleen
Systems the Model 2383 Aqueous Heater Pump Assembly.  Systems
expects to spend approximately $6,000,000 under the Edmik
Agreement and  approximately $5,000,000 under the Econoline
Agreement.

The largest component of Systems' Branch Sales and Service
Division is the parts cleaner services.  Parts Cleaner Services'
representatives install aqueous parts washer systems and
cleaning fluids at automobile repair stations, car and truck
dealers, small engine repair shops, fleet maintenance shops, and
other automotive, retail repair, and industrial customers.

The Model 2383 heats and pumps solvent to thoroughly clean parts
in aqueous parts washer systems used by Systems and its
customers. Previously, Systems utilized three different
heater/pump assemblies for aqueous parts washer systems of
various sizes.  In 2002, Systems' marketing department
determined that it was necessary to redesign the heater/pump
assemblies to be more reliable, more durable, and to be capable
of being used in all three aqueous parts washer systems.

Marketing and engineering staff contracted an outside
engineering firm -- Edmik -- to redesign the heater/pump
assembly, resulting in Model 2383.  The redesign was completed
in October 2002 and Edmik was contracted to produce the first
1000 units in November 2003.  The re-engineered Model 2383 will
allow Systems to provide  a higher quality product to its
customers, reduce the frequency of maintenance repairs, and by
replacing the three older units, allow Systems to reduce overall
inventory of heater/pump assemblies.

A bid package was prepared with drawings, a listing of
components, quality specifications, and delivery requirements.
Requests for quotation were sent to nine manufacturers, which
included Edmik, the designer of the equipment.  The quotes were
received in November 2002, and following an analysis of the
bids, the Debtors determined that Edmik and Econoline submitted
the most favorable proposals.  Systems reviewed Dun & Bradstreet
reports, conducted site inspections, and reviewed Edmik and
Econoline's quality control standards.  Both manufacturers have
been approved as qualified suppliers to Systems. Systems
determined that two manufacturers were required to ensure the
volumes required for the first year of production.  The
Manufacturing Agreements are imperative for Systems to purchase
the units at a competitive price.

To protect confidential, sensitive and proprietary information,
certain financial terms have been withheld from disclosure in
this motion, the Debtors advise the Court.

The most significant terms of the Edmik Manufacturing Agreement
are:

         (1) Purchase and Sale of Product.  Edmik will
             manufacture and sell the Model 2383 solely to
             Systems;

         (2) Specifications.  Any modifications to the
             specifications must be approved in writing by
             Systems prior to any implementation of changes; and

         (3) Volume Purchase Commitment; Volume Delivery
             Commitment.  Systems agrees to purchase from Edmik
             a total quantity of 12,000 units of the Model 2383
             within one year from the date of the Edmik
             Agreement. Edmik agrees to deliver to Systems its
             requirements when requested.

The most significant terms of the Econoline Manufacturing
Agreement are:

         (1) Purchase and Sale of Product.  Econoline will
             manufacture and sell the Model 2383 solely to
             Systems;

         (2) Specifications.  Any modifications to the
             specifications must be approved in writing by
             Systems prior to any implementation of changes; and

         (3) Volume Purchase Commitment; Volume Delivery
             Commitment.  Systems agrees to purchase from
             Econoline a total quantity of 10,000 units of the
             Model 2383 within one year.  Econoline agrees to
             deliver to Systems its requirements when requested.
             (Safety-Kleen Bankruptcy News, Issue No. 53;
             Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAIF CORP: S&P Hatchets Counterparty Credit Rating to BBpi
----------------------------------------------------------
Standard & Poor's Rating Services lowered its counterparty
credit and financial strength ratings on SAIF Corp. to 'BBpi'
from 'BBBpi'.

"This rating action was based on SAIF's decline in surplus, weak
liquidity, high leverage, and geographic and product
concentrations," said Standard & Poor's credit analyst Allison
MacCullough.

SAIF is licensed only in Oregon. The company is a not-for-
profit, publicly owned workers' compensation company. SAIF was
created by an act of the Oregon legislature to make inexpensive
workers' compensation available to Oregon employers.


STRUCTURED ASSET: Fitch Cuts Ratings on Five 1997-2 Note Classes
----------------------------------------------------------------
Fitch Ratings lowers the following Structured Asset Securities
Corporation mortgage pass-through certificates:

                   SASCO 1997-2 Group 1:

       -- Class 1B3 to 'C' from 'BBB';
       -- Class 1B4 to 'D' from 'BB';
       -- Class 1B5 to 'D' from 'B'.

                   SASCO 1997-2 Group 2:

       -- Class 2B4, rated 'BB', placed on Rating Watch Negative;
       -- Class 2B5 to 'C' from 'B'.

The action is the result of a review of the level of losses
incurred to date as well as Fitch's future loss expectations on
the current severely delinquent loans in the pipeline relative
to the applicable credit support levels as of the Feb. 25, 2003
distribution.

SASCO 1997-2 Group 1 remittance information indicates that
25.63% of the pool is over 90 days delinquent, and cumulative
losses are $753,851 or 2.60% of the initial pool. Class 1B3
currently has 5.53% of credit support, and Classes 1B4 and 1B5
currently have 0.00% of credit support remaining.

SASCO 1997-2 Group 2 remittance information indicates that 3.88%
of the pool is over 90 days delinquent, and cumulative losses
are $1,252,827 or 1.03% of the initial pool. Class 2B4 currently
has 3.61% of credit support, and Class 2B5 currently has 0.37%
of credit support remaining.


SUPERIOR TELECOM: Gets OK to Pay Critical Vendors up to $1.1 Mil
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Superior TeleCom, Inc., and its debtor-
affiliates to pay the prepetition claims of certain critical
vendors to preserve beneficial prepetition relationships.

The Essential Trade Creditors are an important constituency,
critical to the Debtors' ability to maintain and enhance the
value of their estates, Superior says.

Over the past few years, the Debtors have undertaken various
cost reduction and working capital measures, including the
implementation of just-in-time inventory control systems and the
reduction of inventory stock levels of pre-purchased materials
and goods maintained on site at facilities, as well as finished
goods inventory to meet customer demands.

The Debtors have categorized the Essential Trade Creditors into
the four categories:

      a. Copper Supplier Creditors;

      b. Creditors who are the sole source of supply of certain
         materials, goods or services or of a certain capacity or
         quality of such materials, goods or services;

      c. Creditors who are specifically designated by the
         Debtors' customers based on testing, brand, vendor or
         pricing specifications of the Debtors' customers; and

      d. Creditors who possess unique knowledge or unique type of
         equipment and provide unique or customized services that
         are essential to the Debtors' continued business
         operations.

The Court gives the Debtors an authority to pay these Critical
Trade Vendors up to an aggregate amount of $1.1 million.

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.


SUTTER CBO: S&P Hatchets Low-B Rating of Class B-2 Notes to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3L, B-1L, B-1, and B-2 notes issued by Sutter CBO 2000-2
(Cayman) Ltd., an arbitrage CBO transaction originated in
January 2001, and managed by Wells Fargo Bank N.A. At the same
time, the ratings are removed from CreditWatch with negative
implications, where they were placed Jan. 31, 2003. In addition,
the 'AAA' ratings assigned to the class A-1L and A-2L notes are
affirmed.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was originated in January 2001. These
factors include par erosion of the collateral pool securing the
rated notes, a slight negative migration in the overall credit
quality of the assets within the collateral pool, and a decline
in the weighted average coupon generated by the performing
assets within the pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the transaction was originated.
According to the most recent available monthly report (Feb. 17,
2003), the class A overcollateralization ratio is at 127.25% and
remains in compliance (required minimum of 118%), but has
migrated from a value of approx. 132.9% since close. The class
B-1 overcollateralization ratio was at 107.80%, versus its
required minimum ratio of 108.00%, compared to a ratio of
113.25% at close. The class B-2 overcollateralization ratio was
at 100.31%, versus its required minimum ratio of 103.00%,
compared to a ratio approximately 105.6% at close.

The weighted average coupon generated by the assets in the
portfolio as of the February 17, 2003 monthly report, is
currently in compliance at 9.54%, versus the minimum required
9.50%. However, this value has declined from a
value of approximately 9.71% at close.

In addition, the credit quality of the collateral pool has
deteriorated slightly since the transaction was originated.
Including defaulted assets, 20.54% of the assets in the
portfolio currently come from obligors rated 'CCC+' or below by
Standard & Poor's. In addition, Standard & Poor's Trading Model
test, a measure of the amount of credit quality in the current
portfolio to support the ratings assigned to the liabilities, is
currently out of compliance for the class A and B notes.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Sutter CBO 2000-2 (Cayman) Ltd., to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest
rate scenarios, while still paying all of the rated interest and
principal due on the notes. After the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings currently assigned to the notes were no longer
consistent with the amount of credit enhancement available,
resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings reflect the amount of
credit enhancement available.

       RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                   Sutter CBO 2000-2 Ltd.

                     Rating                    Balance
       Class    To            From            (mil. $)
       A-3L     AA+           AAA/Watch Neg      42.00
       B-1L     BB            BBB/Watch Neg      16.00
       B-1      BB            BBB/Watch Neg      24.00
       B-2      CCC-          BB/Watch Neg       19.00

                         RATINGS AFFIRMED

                   Sutter CBO 2000-2 Ltd.

                            Balance
       Class    Rating     (mil. $)
       A-1L     AAA          82.074
       A-2L     AAA         105.000


SWEETHEART CUP: Receives Consents to Modify 12% Note Indenture
--------------------------------------------------------------
Sweetheart Cup Company Inc., announced that as of 5:00 p.m., New
York City time, on March 12, 2003, in connection with its offer
to exchange new 12% Senior Notes due 2004 for all of its
outstanding 12% Senior Subordinated Notes due 2003 and a consent
solicitation to eliminate certain restrictive covenants and
other provisions in the indenture governing the Notes,
Sweetheart had received the requisite consents necessary to
modify its indenture.

Sweetheart has executed a supplemental indenture with the
indenture trustee which eliminates certain restrictive
covenants and other provisions in the indenture governing the
Notes.  The modifications implemented by the Supplemental
Indenture will not become operative until the consummation of
the exchange offer and consent solicitation.  Any consent
payment will be made promptly after the consummation of the
exchange offer and consent solicitation.

The exchange offer expires at 5:00 p.m., New York City time, on
March 27, 2003, unless extended or terminated by Sweetheart.

Bear, Stearns & Co. Inc., is acting as the dealer manager for
the exchange offer and consent solicitation and any questions
regarding the exchange offer and the consent solicitation may be
directed to Bear, Stearns & Co. Inc., Global Liability
Management Group, at (877) 696-2327 (toll-free).  D.F. King &
Co., Inc. is acting as information agent in connection with the
exchange offer and consent solicitation.  Copies of the exchange
offer and consent solicitation documents may be obtained from
D.F. King & Co., Inc. by calling collect (if a bank or broker)
at (212) 269-5550 or toll-free at (800) 488-8075.

As previously reported, Sweetheart said that in order to achieve
further financial flexibility, the Company undertook evaluation
of various other strategic options which included a
restructuring of all outstanding indebtedness, including, among
other things, the public sale or private placement of debt or
equity securities, joint venture transactions, the divestiture
of assets, or the refinancing of its existing debt agreements.


SYNERGY TECHNOLOGIES: Completes Asset Sale and Ceases Operations
----------------------------------------------------------------
Synergy Technologies Corporation (OTCBB:OILS) and its wholly-
owned subsidiaries, Carbon Resources Ltd. and SynGen
Technologies Ltd., has completed the sale of substantially all
of their assets to privately-held World Energy Systems
Corporation. As a result of the sale, Synergy is no longer an
operating company.

On November 13, 2002 Synergy and Carbon filed for protection
from creditors under Chapter 11 of the U.S. Bankruptcy Code. The
asset sale was completed following an auction conducted in
accordance with the Bankruptcy Code and pursuant to an order of
the Bankruptcy Court.


TODAY'S MAN: Wants Court Approval to Hire Blank Rome as Counsel
---------------------------------------------------------------
Today's Man, Inc., and its debtor-affiliates ask for permission
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Blank Rome LLP as Counsel.

The Debtors tell the Court that it is necessary to employ
attorneys under a general retainer to enable them to execute
faithfully their duty as a Debtors-in-Possession.

Blank Rome is expected to:

      a. give legal advice with respect to Debtors' powers and
         duties as Debtors-in-Possession in the continued
         operation of their businesses and management of their
         properties and the formulation and negotiation of a
         plan(s) of reorganization;

      b. take necessary action to protect and preserve Debtors'
         estates, including the prosecution of actions on behalf
         of Debtors, the defense of any actions commenced against
         Debtors as to which the automatic stay does not apply,
         other than actions defended in the ordinary course of
         Debtors' business and objecting to claims filed against
         Debtors' estates;

      c. prepare on behalf of Debtors, as Debtors-in-Possession,
         necessary applications, motions, answers, orders,
         reports and other legal papers in connection with the
         administration of its estate in this case; and

      d. perform any other legal services for Debtors, as
         Debtors-in-Possession, in connection with these Chapter
         11 cases and the formulation and implementation of
         Debtors' Chapter 11 plan(s).

Blank Rome will charge Debtors for legal services on an hourly
basis in accordance with its ordinary and customary rates.  The
attorneys presently designated to represent the Debtors and
their current standard hourly rates are:

           Samuel H. Becker      $495 per hour
           Joel C. Shapiro       $425 per hour
           Michael J. Shavel     $300 per hour
           Michael C. Graziano   $210 per hour

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.


TREND HOLDINGS: Asks Court to Extend Exclusivity Through Sept. 3
----------------------------------------------------------------
Trend Holdings, Inc., and its debtor-affiliates want more time
to propose and file a plan of reorganization.  The Debtors tell
the U.S. Bankruptcy Court for the District of Delaware that they
want their exclusive period to deliver a chapter 11 plan
extended, pursuant to 11 U.S.C. Sec. 1121, until September 3,
2003, and they want an extension until November 2, 2003, to
solicit acceptances of that plan from their creditors.

The Debtors maintain that cause exists to extend their
exclusivity periods in these chapter 11 cases.  The Debtors
argue that the size and complexity of their cases justifies the
extension.  The Debtors have eight manufacturing plants located
among four states in the United States and employ approximately
1,200 persons, and were attempting to coordinate their
operational and restructuring efforts with the ongoing
operations of the Debtors' European and Asian non-debtor
subsidiaries. In addition, pursuant to their Asset Purchase
Agreement, the Debtors are currently transferring ownership and
possession of substantially all of their assets and turning over
control of the entirety of their business operations to Trend
Technologies, LLC and liquidating the Debtors' remaining assets
in preparation for filing a liquidating plan.

The Debtors tell the Court that they and their professionals
have worked diligently to ensure that these Chapter 11 Cases
progress at a rapid rate in order to maximize the interests of
the estate and its creditors. The Debtors are presently moving
"on-track" with such goals. Specifically, since the Petition
Date, the Debtors have prepared and filed their Summary of
Schedules and Statement of Financial Affairs and finalized
amendments to the Schedules and Statements of Financial Affairs,
developed and completed a comprehensive analysis of the Debtors'
leases and other executory contracts, and negotiated and
finalized a sale of substantially all of the Debtors' assets
pursuant to section 363 of the Bankruptcy Code.

Throughout the pendency of these Chapter 11 Cases, the Debtors
have additionally acted decisively to maximize and preserve the
value of the estate's assets. The Debtors are currently in the
process of diligently liquidating their remaining assets and
laying the groundwork for a plan satisfactory to their
creditors. Thus, competing plans at this point would not benefit
the creditors and instead be costly and time-consuming.

Trend Holdings, Inc., and its debtor-affiliates process
plastics, stamp metal and perform electromechanical assembly of
electronic enclosures in facilities around the world.  The
Company filed for chapter 11 protection on November 7, 2002
(Bankr. Del. Case No. 02-13283). Laura Davis Jones, Esq., and
Christopher James Lhulier, Esq., at Pachulski Stang Ziehl Young
Jones & Wientraub PC represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


TRINITY INDUSTRIES: Declares Quarterly Dividend Payable April 30
----------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) declared a quarterly
dividend of 6 cents a share on its $1 par value common stock.
The quarterly cash dividend, Trinity's 156th consecutive, is
payable April 30, 2003 to stockholders of record April 15, 2003.

Trinity Industries, Inc., with headquarters in Dallas, Texas is
one of the nation's leading diversified industrial companies.
Trinity reports five principal business segments:  the Trinity
Rail Group, Trinity Railcar Leasing and Management Services
Group, the Inland Barge Group, the Construction Products Group
and the Industrial Products Group.  Trinity's Web site may be
accessed at http://www.trin.net

                          *    *    *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary triple-'B'-minus senior unsecured debt
rating and its preliminary double-'B'-plus subordinated debt
rating to Trinity Industries Inc.'s $150 million shelf
registration.

At the same time, Standard & Poor's affirmed its triple-'B'-
minus corporate credit rating on the general industrial
manufacturer.  The outlook remains negative.

Quarter-to-quarter for the past few years, Trinity's sales have
declined, debts have risen and the company's posted recurring
losses.


TRUMP HOTELS: Caps Price of $490MM Note Issues by Trump Casino
--------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (NYSE: DJT) announced the
pricing of a private placement of $490 million aggregate
principal amount of two new issues of mortgage notes, consisting
of $425 million first priority mortgage notes due March 15,
2010, bearing interest at a rate of 11.625% per year payable in
cash, to be sold at a price of 94.832% of their face amount for
an effective yield of 12.75%, and $65 million second priority
mortgage notes due September 15, 2010, bearing interest at a
rate of 11.625% per year payable in cash, plus 6% payable in
pay-in-kind notes.

The notes are being issued by Trump Casino Holdings, LLC and
Trump Casino Funding, Inc., two wholly-owned subsidiaries of
THCR's operating subsidiary, Trump Hotels & Casino Resorts
Holdings, L.P., and are guaranteed on a secured basis, subject
to certain exceptions and exclusions, by the subsidiaries of the
issuers, including Trump's Castle Associates, L.P., the owner of
the Trump Marina Casino Resort in Atlantic City, New Jersey,
Trump Indiana, Inc., the owner of the Trump Indiana Riverboat
Casino in Gary, Indiana, and THCR Management Services, LLC, the
manager of Trump 29 Casino located in Palm Springs, California
area. The consummation of the proposed offering is subject to
customary closing conditions.

As a show of confidence in the Company, Donald J. Trump, THCR's
Chairman of the Board, President and Chief Executive Officer,
has agreed to purchase $15 million aggregate principal amount of
the second priority mortgage notes and $15 million of stock of
THCR.

Mr. Trump commented, "I am pleased that despite difficult
capital market conditions and the looming threat of war, the
Company has been successful in the sale of these bonds. My
strong belief in this Company is evident by my commitment of $30
million of personal assets to this financing."

The issuers intend to use the net proceeds of the offering, if
consummated, to redeem, repay or acquire substantially all of
the outstanding public indebtedness and bank debt of Trump's
Castle Associates, the public indebtedness of Trump Hotels &
Casino Resorts Holdings, L.P., the bank debt of Trump Indiana,
Inc. and the bank debt of THCR Management Services, LLC.

The notes have not been registered under the Securities Act of
1933, as amended, or any applicable state securities laws and
are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. Unless so
registered, the notes may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

THCR is a public company which is approximately 46.6%
beneficially owned by Donald J. Trump. The Company is separate
and distinct from all of Mr. Trump's real estate and other
holdings.

As reported in Troubled Company Reporter's Friday Edition,
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.


TRANS WORLD: American Escapes EEOC & Sex Discrimination Claims
--------------------------------------------------------------
The United States Court of Appeals for the Third Circuit ruled
last week that American Airlines has no successor liability on
account of (1) employment discrimination claims brought against
TWA and (2) liability related to the Travel Voucher Program
awarded to TWA's flight attendants in settlement of a sex
discrimination class action.

In its opinion -- a free full-text copy of the ruling is
available at http://www.ca3.uscourts.gov/opinarch/011788p.pdf--
the Third Circuit examines the doctrine of successor liability
as it arises out of the Bankruptcy Court's order approving the
sale of the assets of Trans World Airlines to American Airlines.
Because section 363(f) of the Bankruptcy Code permits a sale of
property "free and clear" of an "interest in such property[,]"
and because the claims against TWA were connected to or arise
from the assets sold, the Third Circuit holds affirms the
Bankruptcy Court's order approving the sale "free and clear" of
successor liability.

The Third Circuit says its recognizes that the claims of the
EEOC and the Knox-Schillinger class of flight attendant-
plaintiffs are based on congressional enactments addressing
employment discrimination and are, therefore, not to be
extinguished absent a compelling justification. At the same
time, in the context of a bankruptcy, these claims are, by their
nature, general unsecured claims and, as such, are accorded low
priority. To allow the claimants to assert successor liability
claims against American while limiting other creditors' recourse
to the proceeds of the asset sale would be inconsistent with the
Bankruptcy Code's priority scheme.

Moreover, the Third Circuit says, the sale of TWA's assets to
American at a time when TWA was in financial distress was likely
facilitated by American obtaining title to the assets free and
clear of these civil rights claims.  Absent entry of the
Bankruptcy Court's order providing for a sale of TWA's assets
free and clear of the successor liability claims at issue,
American may have offered a discounted bid.  This is
particularly likely given that the EEOC has been unable to
estimate the number of claims it would pursue or the magnitude
of the damages it would seek.  The arguments advanced by
appellants do not seem to account adequately for the fact that
American was the only entity that came forward with an offer
that complied with the court-approved bidding procedures for
TWA's assets and provided jobs for TWA's employees.

The Bankruptcy Court found that, in the absence of a sale of
TWA's assets to American, "the EEOC will be relegated to holding
an unsecured claim in what will very likely be a piece-meal
liquidation of TWA. In that context, such claims are likely to
have little if any value."  In re Trans World Airlines, Inc., et
al., No. 01-00056, slip op. at 23 (Bankr. D. Del. Mar. 27,
2001).  The same is true for claims asserted pursuant to the
Travel Voucher Program, as they would be reduced to a dollar
amount and would receive the same treatment as the unsecured
claims of the EEOC.  Given the strong likelihood of a
liquidation absent the asset sale to American, a fact which
appellants do not dispute, the Third Circuit agrees with the
Bankruptcy Court that a sale of the assets of TWA at the expense
of preserving successor liability claims was necessary in order
to preserve some 20,000 jobs, including those of Knox-
Schillinger and the EEOC claimants still employed by TWA, and to
provide funding for employee-related liabilities, including
retirement benefits.


TW INC: Chapter 11 Filing Will Liquidate THE WIZ Once & For All
---------------------------------------------------------------
TW Inc., operating as THE WIZ with 17 consumer electronics
retail stores in New York, New Jersey and Connecticut, has
commenced voluntary chapter 11 bankruptcy proceedings in the
United States Bankruptcy Court, District of Delaware.

TW Inc., has filed motions with the bankruptcy court to seek
approval of debtor in possession financing from Congress
Financial Corporation, and for authorization to conduct going-
out-of-business sales at its 17 stores.

"The chapter 11 case is being commenced in order to allow us to
maximize the value of the company's assets for distribution to
creditors," said David Peress, President of TW, Inc. "We greatly
appreciate the cooperation we are receiving from The WIZ's
dedicated and loyal employees as we make our way through this
difficult time. To increase store traffic and raise cash, all
stores are currently offering savings on our entire inventory of
televisions, DVD players, computers, camcorders, home audio and
more. We are currently seeking approval from the Court to
commence Going-out-of-business sales in all 17 locations."

Customers looking for more information regarding sales should
contact THE WIZ stores directly or check local newspapers and
other media. The 17 stores include:

      New Jersey
      ----------
      2264 Route 22, Union, NJ
      Rt. 202 & 206 Somerville Circle, Raritan, NJ
      2 Brick Plaza, Brick, NJ
      2111 Highway 35, Holmdel, NJ
      400 Luis Munoz Marin Blvd., Jersey City, NJ
      275-110 Rt. 10, Roxbury Mall, Succasunna, NJ
      Garden State Plaza Mall, Rtes. 4 & 17, Paramus, NJ

      Connecticut
      -----------
      330 Connecticut Avenue, Norwalk, CT

      New York
      --------
      1-9 West Fordham Road, Bronx, NY
      366 West Sunrise Avenue, Valley Stream, NY
      109 & 124 Old Country Road, Carle Place, NY
      555 5th Avenue, New York, NY
      212 East 57th Street, New York, NY
      17 Union Square West, New York, NY
      2577 Broadway, New York, NY
      1534-1536 Third Avenue, New York, NY
      915 Central Park Avenue, Scarsdale, NY

THE WIZ, a subsidiary of GBO Electronics Acquisition, LLC, is
the tri-state area's premier consumer electronics retailer.
Operating in 17 locations, THE WIZ offers more than 30,000
products and services including the latest technology in audio,
video, computers and home office, as well as music and movies.


TW INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: TW, Inc.
         998C Old Country Road #332
         Plainview, New York 11803

Bankruptcy Case No.: 03-10785

Type of Business: The Debtor is an affiliate of GBO Electronics
                   Acquisitions LLC and operates as The Wiz.

Chapter 11 Petition Date: March 14, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Jeremy W. Ryan, Esq.
                   Mark Minuti, Esq.
                   Saul Ewing LLP
                   222 Delaware Avenue
                   Wilmington, DE 19899
                   Tel: 302-421-6805
                   Fax: 302-421-5861

Estimated Assets: $50 Million to $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Valley Record Dist.         Trade                     $654,011
c/o Robert Dehnery, Esq.
Morris, Nichols, Arsht &
  Tunnel
1201 N. Market Street
PO Box 1347
Wilmington, DE 19899
Tel: 302-958-9200
Fax: 302-658-3989

American Color Graphics     Advertising               $507,308
100 Winners Circle
Brentwood, TN 37027-05012
Tel: 615-377-7500
Fax: 302-377-0370

Vertis                      Advertising               $489,987
PO Box 8500-1380
Philadelphia, PA 19178
Tel: 630-694-1298
Fax: 630-694-1348

Aon Innovative Solutions    Warranty Service          $486,528
PO Box 502419
St. Louis, MO 63150-2419

Star Ledger (TMC)           Advertising               $465,536
1 Star Ledger Plaza
Newark, NJ 07101
Tel: 973-392-4040
Fax: 973-643-1437

Wolf Group                  Advertising               $451,285
215 Park Avenue
South 16th Floor
New York, NY 10003
Tel: 212-596-0200
Fax: 212-354-1002

Household Bank NA           Contractual               $449,970
2700 Sanders Road
Prospect Height, IL 60070
Tel: 908-203-2393
Fax: 908-203-4212

Shopping Center Associates  Real Estate               $394,390
c/o MS Mgt. Associates
115 W. Washington Street
Indianapolis, IN 46206
Tel: 317-636-1600
Fax: 317-263-2339

Universal Music & Video     Trade                     $390,763
  Distributors
RTI
4290 East Rainers Road
Memphis, TN 38118
Tel: 317-595-5202
Fax: 317-595-5451

Sholom & Zuckerbrot Realty  Real Estate               $379,928
Kaufman Astoria Studios
35-11 35th Avenue
Long Island City, NY 11106
Tel: 718-392-5959
Fax: 718-937-6546

Price Enterprises, Inc.     Real Estate               $345,912
Jim Villars and/or BJ Thomas
11350 Random Hills Road
Suite 80
Fairfax, VA 22030

Toshiba                     Trade                     $341,313
Attn: Bob Holton
82 Totowa Road
Wayne, NJ 07470
Tel: 973-628-8000
Fax: 973-692-0092

CSC Holdings, Inc.          Health Benefits           $327,764
1111 Stewart Avenue
Bethpage, NY 11714
Tel: 516-803-3200
Fax: 516-803-1462

Cablevision Systems Corp.   Health
Benefits           $308,067
1111 Stewart Avenue
Bethpage, NY 11714
Tel: 516-803-3200
Fax: 516-803-1462

CIN Lake Grove LP           Real Estate               $300,160
c/o Trammel Crow Co.
25 First Street
Cambridge, MA 02141
Tel: 617-250-3254
Fax: 617-757-2500

Rouse SI SC, Inc.           Real estate               $298,160
James Easley
2655 Richmond Avenue
Staten Island, NY 10314
Tel: 718-761-6666
Fax: 718-494-6766

C&B Realty #3 LLC           Real Estate               $294,112
Fred Collin
1520 Northern Blvd.
Manhasset, NY 11030
Tel: 516-869-6700
Fax: 516-869-8070

Equity Properties & Dev't.  Real Estate               $291,684
Leasing Coordinator
2 No. Riverside Plaza
Suite 1000
Chicago, IL 60606
Tel: 312-454-1800
Fax: 312-454-0359

Sayville Plaza Development  Real Estate               $270,330
500 Old Country Road
Garden City, NY 11530
Tel: 516-741-7400
Fax: 516-741-7128

MGM Home Entertainment      Trade                     $249,116


UNUMPROVIDENT: Downgrade Spurs Ratings Cut on Related Deals
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
various UnumProvident Corp.-related synthetic transactions and
left them on CreditWatch with negative implications, where they
were placed on February 18, 2003.

CorTS Trust for Unum Notes and PreferredPLUS Trust Series UPC-1
are synthetic transactions that are weak-linked to the rating on
the underlying securities, UnumProvident Corp.'s 6.75% notes due
Dec. 15, 2028.

CorTS Trust For Provident Financing Trust I, CorTS Trust II For
Provident Financing Trust I, and CorTS Trust III For Provident
Financing Trust I are synthetic transactions that are weak-
linked to the rating on the underlying securities, Provident
Financing Trust I's 7.405% capital securities due March 15, 2038
(guaranteed by UnumProvident Corp.).

       RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE

       CorTS Trust for Provident Financing Trust I
$52 million corporate-backed trust securities certificates

                           Rating
       Class        To                From
       Certs        BB+/Watch Neg     BBB-/Watch Neg

       CorTS Trust II for Provident Financing Trust I
  $87 million corporate-backed trust securities certificates

                           Rating
       Class        To                From
       Certs        BB+/Watch Neg     BBB-/Watch Neg

       CorTS Trust III for Provident Financing Trust I
  $26 million corporate-backed trust securities certificates

                           Rating
       Class        To                From
       Certs        BB+/Watch Neg     BBB-/Watch Neg

                  CorTS Trust for Unum Notes
  $25 million corporate-backed trust securities certificates

                           Rating
       Class        To                From
       Certs        BBB/Watch Neg     BBB+/Watch Neg

             PreferredPLUS Trust Series UPC-1
$32 million PreferredPLUS trust series UPC-1 certificates

                           Rating
       Class        To                From
       Certs        BBB/Watch Neg     BBB+/Watch Neg


WINDSOR WOODMONT: Secures Nod to Hire Grant Thornton as Auditor
---------------------------------------------------------------
Windsor Woodmont Hawk Resort Corporation sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Colorado to employ Grant Thornton LLP as Auditor its and Tax
Preparer.

Grant Thornton has a seasoned team of professionals with in-
depth knowledge of providing professional services to over a
dozen Colorado casinos.  Accordingly, the Debtor believes that
the Grant Thornton is well-qualified to provide:

      -- Annual audit of Debtor's consolidated financial
         statements for the year ending December 31, 2002;

      -- Quarterly reviews of Debtor's interim consolidated
         financial statements and Form 10-Q for the year ending
         December 31, 2003;

      -- Prepare Debtor's corporate federal and state income tax
         returns for the year ending December 31, 2002.

Grant Thornton will be compensated at its customary hourly
rates, which are:

           audit partners      $250 to $285 per hour
           tax partners        $265 to $300 per hour
           senior managers     $225 per hour
           managers            $165 per hour
           supervisors         $150 per hour
           seniors             $125 per hour
           staff               $ 85 per hour

Windsor Woodmont Black Hawk Resort Corporation, owner and
developer of Black Hawk Casino by Hyatt Casino in Black Hawk,
Colorado, filed for chapter 11 protection on November 7, 2002
(Bankr. Colo. Case No. 02-28089).  Jeffrey M. Reisner, Esq., at
Irell & Manella LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $139,414,132 in total assets and
$152,546,656 in total debts.


WORLDCOM INC: Demands Broadwing Pay $12M Postpetition Debt
----------------------------------------------------------
Joanne M. Guerrera, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Worldcom Inc., and its debtor-
affiliates entered into a master service agreement with IXC
Communications Services, Inc. dated March 25, 1999.  The MSA has
an initial term of five years commencing on February 1, 1999.
Thereafter, the term of the MSA will be automatically renewed on
a month-to-month basis unless terminated by either party after
30 days' prior written notice. Pursuant to the MSA, the Debtors
lease DS-1, DS-3, and OC-x capacity on a fiber optic and digital
microwave telecommunications system owned by Broadwing, enabling
them to receive and deliver voice and data traffic.

Under the original terms of the MSA, Ms. Guerrera explains that
the Debtors are required to pay $230,000,000 for the Capacity
through the termination of the MSA.  Subject to certain credits
for late delivery and interruption, until the full payment of
the Total Revenue Commitment, the MSA provides that the Debtors
will pay Broadwing $4,200,000 a month for use of the Capacity.
The Debtors used only a portion of the Capacity during the
postpetition period, and as of December 31, 2002, the Debtors
ceased using any Capacity.

As a result of the minimum usage/minimum revenue threshold set
by the MSA, Broadwing has charged the Debtors several million
dollars for Capacity they have not used.  For the last five
months, Broadwing has charged these minimum usage penalties:

        September 2002                   $1,680,825.57
        October 2002                      1,784,954.29
        November 2002                     2,732,046.67
        December 2002                     3,876,260.52
        January 2003                      2,111,485.78
                                        --------------
        Total                           $12,185,572.83

On September 24, 2002, Ms. Guerrera recounts that the Debtors
filed the Motion of the Debtors Pursuant to Section 365(a) of
the Bankruptcy Code and Bankruptcy Rule 6006 for an Order
Authorizing Rejection of a Master Service Agreement with
Broadwing Communications Services.  On December 10, 2002, the
parties, through a Stipulated Order, agreed to adjourn the
motion due to then-ongoing negotiations regarding the parties'
overall business relationship.  The parties also agreed that
"subsequent to December 31, 2002, the Debtors will be liable
under the MSA only for actual use of Capacity by Debtors
thereunder and shall have no purchase requirement."   The
parties further agreed that in the event the MSA is ultimately
rejected, the MSA will be deemed rejected effective as of
December 31, 2002.  Because the parties' negotiations have since
broken off, the Debtors are concurrently resetting the hearing
on their rejection motion.

Broadwing also purchases voice services, including international
toll free, carrier origination and termination and data services
from WorldCom pursuant to the Digital Services Agreements,
Telecommunications Service Agreement, and the Virtual Internet
Provider Agreement.  The total undisputed postpetition amount
due and owing to WorldCom for these services is $12,228,560.70.

On January 31, 2003, Ms. Guerrera relates that Broadwing sent to
the Debtors an Amended and Restated Notice of Postpetition
Setoff.  In that Notice, Broadwing states that "[t]he Broadwing
entities have been invoiced by the WorldCom Entities for
postpetition debt which is currently outstanding in the
aggregate amount of $14,342,888" and "[t]he WorldCom Entities
owe postpetition debt to the Broadwing entities in the aggregate
amount of $12,883,955.48."  On February 3, 2003, Broadwing sent
Amendment No. 1 to Notice of Postpetition Setoff to the Debtors.
Amendment No. 1 states that "[t]he Broadwing Entities have been
invoiced by the WorldCom Entities for postpetition debt which is
currently outstanding in the aggregate amount of $17,446,403,"
and "[t]he WorldCom Entities owe postpetition debt to the
Broadwing Entities in the aggregate amount of $15,987,470.48."

The parties have had several conferences concerning Broadwing's
setoff of postpetition accruals attributable to minimum usage
penalties.  Those discussions have reached an impasse.
Accordingly, pursuant to the Setoff Procedures, the Debtors are
filing this motion seeking an order compelling payment of
certain postpetition debt owing to the Debtors and disallowing
Broadwing's setoff.

Under well-settled principles relating to setoffs and
administrative expense priority, Ms. Guerrera argues that
Broadwing is not permitted to set off WorldCom's postpetition
minimum revenue obligations against Broadwing's postpetition
debts to WorldCom.  The minimum revenue obligations cannot be
afforded postpetition administrative expense priority because
they relate to unused Capacity under the MSA.  It is
indisputable that the estate never received an actual benefit in
exchange for the postpetition minimum revenue charges.
Accordingly, the charges must be treated as a prepetition
general unsecured rejection damages claim, and the setoff
disallowed.

Last year, this Court In re Enron Corp., 279 B.R. 79 (Bankr.
S.D.N.Y. 2002), reaffirmed the longstanding principles that the
terms "actual" and "necessary" are to be strictly construed, and
that the Court must determine that there is an "actual benefit
to the estate" to accord administrative priority status.  "A
potential benefit is not sufficient."  This Court explained that
"actual use" is the key, and that where there is only partial
use of property, priority will be accorded only with respect to
the portion used.  In Enron, the debtors asserted that they
should not be charged for unutilized pipeline capacity under
certain transportation contracts, arguing that unused capacity
did not confer the required benefit on the estate, and that
"merely having capacity available does not establish the type of
benefit necessary to warrant administrative priority for the
postpetition charges."  This Court agreed, and held that where
there was no actual use of pipeline capacity, "there was no
concrete benefit to the estate."  See also In re Enron, 279 B.R.
695 (Bankr. S.D.N.Y. 2002) (rejecting another gas transportation
company's claim that postpetition charges should be given
administrative priority status, and finding no actual benefit to
the estate).

Ms. Guerrera points out that the Debtors here have similarly
been charged for Capacity they have not in fact used.  The
Debtors' actual use of the Capacity fell below the minimum
use/minimum revenue threshold each month.  Thus, the estate is
being charged millions of dollars without receiving any concrete
benefit. Because there is no benefit to the estate, Broadwing
cannot treat the minimum revenue penalties as postpetition
administrative expenses.  Accordingly, Broadwing cannot set off
the minimum revenue penalties against its postpetition debt to
WorldCom.

In light of the foregoing, the Debtors seek an order compelling
Broadwing's payment of $12,228,560.70, the total undisputed
postpetition amount due and owing to WorldCom. (Worldcom
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 7.875% bonds due 2003
(WCOE03USR1) are trading at 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


WORLDCOM: Will Take $79.8 Billion Charge to Goodwill & PP&E
-----------------------------------------------------------
WorldCom, Inc., (WCOEQ, MCWEQ) has completed a preliminary
review of its goodwill and other intangible assets and property
and equipment (PP&E) accounts. As previously indicated, this
review has resulted in the write-off of all existing goodwill
and a substantial write-down of the carrying value of PP&E and
other intangible assets following an impairment analysis and
other adjustments in accordance with generally-accepted
accounting principles. Specifics include:

      * The value of goodwill reflected on the Company's last
        reported balance sheet, $45 billion, is impaired and will
        be written off completely; and

      * The value of PP&E and other intangible assets reflected
        on the Company's last reported balance sheet, $39.2
        billion and $5.6 billion, respectively, is impaired and
        will be adjusted to a value of approximately $10 billion
        as of December 31, 2002.

These adjustments reduce the Company's depreciation and
amortization expenses for December 2002 from approximately $480
million to $143 million. The adjustments also positively affect
the Monthly Operating Reports filed by the Company for July
through November 2002.

The Company is continuing the internal review of its previously
reported financial statements and is undergoing an audit by KPMG
LLP of its financial statements from 2000 through 2002.
Consequently, all reported numbers are subject to final audit
adjustments.

The amounts disclosed have been provided to the SEC and other
investigative authorities.

              DECEMBER 2002 MONTHLY OPERATING RESULTS

Additionally, WorldCom filed its December 2002 Monthly Operating
Report with the U.S. Bankruptcy Court for the Southern District
of New York. During the month of December, WorldCom recorded
$2.2 billion in revenue, operating income from continuing
operations of $43 million, and a net loss from continuing
operations before reorganization items of $47 million.

WorldCom's capital expenditures for the month were approximately
$108 million, including $73 million for PP&E and $35 million for
related software. December depreciation and amortization was
$143 million, reflecting the impairment restatements referred to
above.

WorldCom ended December with approximately $2.5 billion in cash
on hand, an increase of approximately $200 million from the
beginning of the month.

The financial results discussed in the December 2002 Monthly
Operating Report exclude the results of Embratel. Until WorldCom
completes a thorough balance sheet evaluation, the Company will
not issue a balance sheet or cash flow statement as part of its
Monthly Operating Report.

The Monthly Operating Reports are available on WorldCom's
Restructuring Information Desk at http://www.worldcom.com

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, WorldCom believes
when it emerges from bankruptcy proceedings, its existing
WorldCom and Intermedia preferred stock and WorldCom group and
MCI group tracking stock issues will have no value.

WorldCom, Inc., (WCOEQ, MCWEQ) is a leading global
communications provider, delivering advanced communications
connectivity to businesses, governments and consumers. With one
of the world's most expansive, wholly-owned data networks,
WorldCom provides innovative data and Internet services that are
the foundation for commerce and communications in today's
market. With products such as The Neighborhood built by MCI and
the award-winning WorldCom Connection -- the industry's first
comprehensive managed voice and data network service -- WorldCom
continues to lead the industry in converged communications
solutions for the 21st century. For more information, go to
http://www.worldcom.com


WORLDWIDE MEDICAL: Asset Sale Bids Due by April 10, 2003
--------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, Worldwide Medical Corporation is soliciting bids for
the sale of substantially all of its assets, including the
Debtor's First Check(R) line of products.

Bids must be received before 4:00 p.m. Eastern Standard Time on
April 10, 2003, and should comply with the Bidding Procedures
approved by the Court.

If qualified bids are submitted, an auction will take place at
10:00 a.m. on April 14, 2003, to be held at the offices of the
Debtor's Counsel, Cozen O'Connor, located at 1201 N. Market
Street, Suite 1400 in Wilmington, Delaware.

Worldwide Medical Corporation is a marketer and distributor of
rapid screening diagnostic tests for drugs of abuse, cholesterol
levels and colon cancer.  The company filed for Chapter 11
protection on February 7, 2003, (Bankr. Del. Case No. 03-10390).
Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at Cozen
O'Connor represent the Debtor in its restructuring efforts. When
Worldwide Medical filed for protection from its creditors, it
listed total assets of $920,000 and total debts of $2.8 million.


* Alvarez & Marsal Launches Global Power and Utilities Group
------------------------------------------------------------
            Leading Corporate Restructuring Firm
               Names Power Industry Veterans
    Gerald K. Lindner, Alan R. Rosenberg and Gordon Travers
                      to Head New Group

With an increasing number of energy companies facing distressed
situations, Alvarez & Marsal (A&M), a premier worldwide
corporate restructuring, crisis management and creditor advisory
firm, has launched a new Global Power and Utilities Group,
established to focus on serving the specific needs and interests
of this sector.

Headed by power industry veterans, Gerald K. Lindner, Alan R.
Rosenberg and Gordon Travers, all Managing Directors at A&M, the
group will provide workout, restructuring and bankruptcy
advisory and operating services to power companies, utilities,
and unregulated utility subsidiaries, as well as bank lenders,
bondholders and other stakeholders of companies in this area.

"The California energy crisis, the collapse of majors players
such as Enron, supply and demand imbalances and the liquidity
crisis facing independent power companies have caused the entire
industry to undergo a fundamental structural transformation,"
said Bryan Marsal, co-founder of A&M.  "With many companies
already involved in the restructuring process and more likely to
follow, there is an unprecedented demand for senior industry
expertise to help companies and creditors successfully navigate
these situations."

Gerald K. Linder has had a long and distinguished career in the
independent power industry, having previously held senior
executive management and operating positions at Fluor
Corporation, GE Power Systems and Hadson Power Systems/LG&E, a
leading developer and owner of independent power projects.   He
also has served as the general partner of LCRW, a power-focused,
private equity partnership formed by Chase and Westinghouse, and
on the Executive Committee and Board of the National Independent
Energy Producers Association, a leading independent power trade
association.   Prior to joining A&M, he was Senior Strategic
Advisor to AEP Resources, the independent power subsidiary of
American Electric Power Company, and also co-founded and headed
Opus Energy, which served as an investment platform and advisor
to a number of leading private equity firms in connection with
power-related investment activities in the US and offshore.

Alan Rosenberg's career spans 18 years at major money center
banks, most recently with Bank of America Securities, where he
served as Head of its European Power and Energy Group and Global
Head of Power Project Finance & Asset-Based Advisory Services.
As Head of the European Power and Energy Group, Mr. Rosenberg
developed an M&A team and expanded BofA's corporate finance
franchise for European and American energy and power clients
within local markets and on a trans-Atlantic basis.  As Global
Head of Power Project Finance, he had direct responsibility for
all origination and execution of BofA's structured advisory,
asset-based M&A and project lending businesses in the power
industry.  As one of the leading financial institutions in the
industry, his team of 45 professionals, located in North
America, Europe, Asia, and Latin America closed in excess of $10
billion of transactions annually.

Gordon Travers joined A&M from Opus Energy, which he co-founded
with Gerald Lindner. Prior to that, he practiced finance and
energy law for over 20 years.  Over the course of his career,
Gordon has led many notable financing and restructurings for
power projects and utilities on behalf of leading money center
banks, including the bank debt restructurings of Consumers Power
Company, LILCO and Valero Energy Corporation, and new money
project financings for projects sponsored by such companies as
Duke, Transco (now Tractebel), El Paso Energy and AEP Resources.

A&M's Global Power & Utilities Group will also include Senior
Managing Director Joseph Bondi, currently serving as Chief
Restructuring advisor to PG&E's National Energy Group; Managing
Director Ray Dombrowski, who prior to joining the firm served as
Senior Vice President and Chief Financial Officer of Ogden
Corporation, a leading alternative energy and independent power
company; and Dean Swick, a Managing Director in the firm's
Houston office, who has extensive experience in the upstream,
midstream, downstream and oilfield service sectors of the energy
industry.

                    About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is one of the world's premier
corporate restructuring, crisis management and creditor advisory
firms.  A&M's senior professionals are dedicated to solving
complex business, financial and operational problems in order to
unlock and realize maximum value for corporate owners and
stakeholders.  Through 12 offices and 170 employees worldwide,
A&M provides unparalleled financial and operational services to
troubled and under performing companies through its core
services which include, Turnaround Consulting, Crisis and
Interim Management, Creditor Advisory, Bondholder Advisory.
Corporate Finance and Performance Improvement.  For more
information contact Rebecca Baker, Director of Global Marketing
and Communications at rbaker@alvarezandmarsal.com


* BOND PRICING: For the week of March 17 - 21, 2003
---------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Abgenix Inc.                           3.500%  03/15/07    67
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    42
Advanced Energy                        5.250%  11/15/06    74
Advanced Micro Devices Inc.            4.750%  02/01/22    63
AES Corporation                        4.500%  08/15/05    61
AES Corporation                        8.000%  12/31/08    61
AES Corporation                        9.375%  09/15/10    69
AES Corporation                        9.500%  06/01/09    68
Ahold Finance USA Inc.                 6.875%  05/01/29    70
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    70
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    63
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    74
American Tower Corp.                   6.250%  10/15/09    74
American & Foreign Power               5.000%  03/01/30    62
Amkor Technology Inc.                  5.000%  03/15/07    60
AMR Corp.                              9.000%  09/15/16    27
AMR Corp.                              9.750%  08/15/21    23
AMR Corp.                              9.800%  10/01/21    23
AMR Corp.                             10.000%  04/15/21    23
AMR Corp.                             10.200%  03/15/20    24
AnnTaylor Stores                       0.550%  06/18/19    61
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    70
Argo-Tech Corp.                        8.625%  10/01/07    70
Aspen Technology                       5.250%  06/15/05    67
Bayou Steel Corp.                      9.500%  05/15/08    19
BE Aerospace Inc.                      8.875%  05/01/11    63
Best Buy Co. Inc.                      0.684%  06?27/21    70
Beverly Enterprises                    9.625%  04/15/09    75
Borden Inc.                            7.875%  02/15/23    57
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    66
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    55
Burlington Northern                    3.800%  01/01/20    74
Calair LLC/Capital                     8.125%  04/01/08    42
Calpine Corp.                          8.250%  08/15/05    61
Calpine Corp.                          8.500%  02/15/11    47
Calpine Corp.                          8.625%  08/15/10    48
Calpine Corp.                          8.750%  07/15/07    50
Capstar Hotel                          8.750%  08/15/07    62
Case Corp.                             7.250%  01/15/16    75
CD Radio Inc.                         14.500%  05/15/09    60
Cell Therapeutic                       5.750%  06/15/08    56
Centennial Cellular                   10.750%  12/15/08    64
Champion Enterprises                   7.625%  05/15/09    58
Charming Shoppes                       4.750%  06/01/12    71
Charter Communications, Inc.           4.750%  06/01/06    17
Charter Communications, Inc.           5.750%  10/15/05    20
Charter Communications Holdings        8.625%  04/01/09    45
Charter Communications Holdings        9.625%  11/15/09    45
Charter Communications Holdings       10.750%  10/01/09    44
Ciena Corporation                      3.750%  02/01/08    73
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    71
CNET Inc.                              5.000%  03/01/06    63
Comcast Corp.                          2.000%  10/15/29    25
Comforce Operating                    12.000%  12/01/07    46
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    56
Conexant Systems                       4.250%  05/01/06    60
Conseco Inc.                           8.750%  02/09/04    14
Continental Airlines                   4.500%  02/01/07    37
Continental Airlines                   8.000%  12/15/05    50
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    61
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    31
Cox Communications Inc.                3.000%  03/14/30    40
Crown Cork & Seal                      7.375%  12/15/26    69
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    65
Curagen Corporation                    6.000%  02/02/07    67
CV Therapeutics                        4.750%  03/07/07    74
Dana Corp.                             7.000%  03/15/28    74
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.700%  12/15/05    62
Delta Air Lines                        7.900%  12/15/09    62
Delta Air Lines                        8.300%  12/15/29    46
Delta Air Lines                        9.000%  05/15/16    55
Delta Air Lines                        9.250%  03/15/22    52
Delta Air Lines                        9.750%  05/15/21    55
Delta Air Lines                       10.125%  05/15/10    70
Delta Air Lines                       10.375%  02/01/11    50
Delta Air Lines                       10.375%  12/15/22    58
Dynegy Holdings Inc.                   6.875%  04/01/11    46
Dynegy Holdings Inc.                   8.750%  02/15/12    68
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    30
Edison Mission                        10.000%  08/15/08    37
El Paso Corp.                          6.750%  05/15/09    72
El Paso Corp.                          7.000%  05/15/11    72
El Paso Natural Gas                    7.500%  11/15/26    74
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    48
Finova Group                           7.500%  11/15/09    35
Fleming Companies Inc.                 5.250%  03/15/09    26
Fleming Companies Inc.                 9.250%  06/15/10    65
Fleming Companies Inc.                 9.875%  05/01/12    17
Fleming Companies Inc.                10.125%  04/01/08    38
Foamex LP/Capital                     10.750%  04/01/09    72
Ford Motor Co.                         6.625%  02/15/28    73
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    60
Georgia-Pacific                        7.375%  12/01/25    71
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    67
Goodyear Tire & Rubber                 7.000%  03/15/28    44
Goodyear Tire & Rubber                 7.875%  08/15/11    67
Great Atlantic                         9.125%  12/15/11    73
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    66
Health Management Associates Inc.      0.250%  08/16/20    66
Human Genome                           3.750%  03/15/07    70
Human Genome                           5.000%  02/01/07    74
I2 Technologies                        5.250%  12/15/06    66
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    55
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    59
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    49
Isis Pharmaceutical                    5.500%  05/01/09    64
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    18
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    63
LTX Corporation                        4.250%  08/15/06    66
Lehman Brothers Holding                8.000%  11/13/03    59
Level 3 Communications                 6.000%  09/15/09    48
Level 3 Communications                 6.000%  03/15/10    48
Level 3 Communications                 9.125%  05/01/08    72
Level 3 Communications                11.000%  03/15/08    72
Level 3 Communications                11.250%  03/15/10    69
Liberty Media                          3.500%  01/15/31    67
Liberty Media                          3.750%  02/15/30    54
Liberty Media                          4.000%  11/15/29    58
LTX Corp.                              4.250%  08/15/06    68
Lucent Technologies                    5.500%  11/15/08    71
Lucent Technologies                    6.450%  03/15/29    60
Lucent Technologies                    6.500%  01/15/28    60
Magellan Health                        9.000%  02/15/08    30
Mail-Well I Corp.                      8.750%  12/15/08    71
Manugistics Group Inc.                 5.000%  11/01/07    52
Mapco Inc.                             7.700%  03/01/27    69
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    40
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           2.500%  06/15/21    49
Mirant Corp.                           5.750%  07/15/07    44
Mirant Americas                        7.200%  10/01/08    51
Mirant Americas                        7.625%  05/01/06    68
Mirant Americas                        8.300%  05/01/11    45
Mirant Americas                        8.500%  10/01/21    37
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    63
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    63
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    55
Northern Telephone Capital             7.875%  06/15/26    61
Northwest Airlines                     8.520%  04/07/04    68
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    69
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pac-West Telecom                      13.500%  02/01/09    49
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    61
Philipp Brothers                       9.875%  06/01/08    47
Provident Companies                    7.000%  07/15/18    71
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    68
Qwest Capital Funding                  7.250%  02/15/11    68
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    27
Revlon Consumer Products               8.625%  02/01/08    47
River Stone Networks Inc.              3.750%  12/01/06    68
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    63
SC International Services              9.250%  09/01/07    56
Schuff Steel Co.                      10.500%  06/01/08    74
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    72
Sepracor Inc.                          5.750%  11/15/06    75
Silicon Graphics                       5.250%  09/01/04    73
Solutia Inc.                           7.375%  10/15/27    61
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.200%  03/15/08    70
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    67
Tesoro Petroleum Corp.                 9.000%  07/01/08    66
Time Warner Telecom                    9.750%  07/15/08    71
Time Warner                           10.125%  02/01/11    70
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    74
Trump Atlantic                        11.250%  05/01/06    74
US Airways Passenger                   6.820%  01/30/14    74
US Can Corp.                          12.375%  10/01/10    63
United Airlines                       10.670%  05/01/04     5
United Airlines                       11.210%  05/01/14     5
Universal Health Services              0.426%  06/23/20    58
US Timberlands                         9.625%  11/15/07    68
Utilicorp United                       7.625%  11/15/09    68
Vector Group Ltd.                      6.250%  07/15/08    69
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    43
Weirton Steel                         11.375%  07/01/04    58
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    32
Williams Companies                     7.625%  07/15/19    74
Williams Companies                     7.750%  06/15/31    68
Williams Companies                     7.875%  09/01/21    74
Witco Corp.                            6.875%  02/01/26    72
Worldcom Inc.                          7.375%  01/15/49    23
Xerox Corp.                            0.570%  04/21/18    64
XM Satellite Radio                     7.750%  03/01/06    60

                           *********

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

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

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

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***