TCR_Public/030318.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 18, 2003, Vol. 7, No. 54

                          Headlines

360NETWORKS: Sub Inc. Unit Asks Court to Dismiss Chapter 11 Case
AES CORP: Soliciting Consents to Amend Senior Notes' Indenture
ALLEGHENY ENERGY: Shareholders Approve Proposal to Amend Charter
ALROSA: S&P Ups Rating to B Due to 5-Year Diamond Export Quota
AMAZON.COM INC: Will Webcast Conference Presentation Tomorrow

AMES DEPARTMENT: Gets OK to Assign Weymouth Lease to Building 19
ANTIGUA: Selling Majority Stake for $10.25MM to Pay Off Debts
AQUILA INC: Work Progressing on Renewal of Short-Term Financing
AUDIOVOX: Banks Waive Covenant Violations Under Credit Pact
BETHLEHEM STEEL: Lukens Steel Retirees Sought for USWA Meeting

BETHLEHEM STEEL: USWA Will Hold Steelton Meeting Tomorrow
BIOTRANSPLANT INC: Commences OTCBB Trading Effective March 14
BIOTRANSPLANT: Wants Until April 3 to File Bankruptcy Schedules
BOMBARDIER DE HAVILLAND: Wins CAW Members' Nod for 3-Year Pact
BROADWING INC: Fitch Downgrades Various Ratings to Low-B Levels

BURLINGTON: Court Approves Modified Asset Sale Bidding Protocol
CANAL CAPITAL: Todman & Co. Expresses Going Concern Doubt
CINEMARK USA: Reports Improved Operating Results for Q4 & 2002
COMDISCO: Makes Optional Partial Redemption of $75M of 11% Notes
COMMSCOPE CORP: S&P Keeps Watch on BB+ Corporate Credit Rating

CONSECO FINANCE: Pushing for Replacement DIP Facility Approval
CONSECO INC: CIHC Wants Approval of U.S. Bank Pledge Agreement
CORUS GROUP: S&P Cuts L-T Ratings to BB- after Failed Asset Sale
DIXIE: Settles $50-Mil. in Obligation to Ex-Fabrica Shareholders
EAGLE-PICHER INDUSTRIES: S&P Affirms B+ Corporate Credit Rating

ELCOM INT'L: Says Current Funds Sufficient Only Until June/July
ENCOMPASS SERVICES: Court Okays Receivable Collections Program
ENRON: EOP Wants to Defer Payments to Preserve Set-Off Rights
EPICEDGE: Commenced Trading on Pink Sheets Effective March 13
EXIDE TECH.: Court Approves Bayard as Co-Counsel for Committee

FAIRFAX FIN'L: AM Best Hatchets Various Fin'l Strength Ratings
FEDERAL-MOGUL: Dimensional Fund Discloses 3.12% Equity Stake
FISHER COMMS: Elects Jerry A. St. Dennis as New Board Member
GENUITY INC: Earns Nod to Reject Four Leases and One Sublease
GOODMAN FIELDER: S&P Lowers Long-Term and Debt Ratings to 'B+'

GREAT ATLANTIC: Selling New England Stores to GU Family Markets
GXS CORP: S&P Assigns 'B' Rating to $105-Mill. Sr. Secured Notes
HANOVER COMPRESSOR: Exchange Offers for Sr. Secured Notes Expire
HARBISON-WALKER: Halliburton Has 75% Support from DII Claimants
HOLMES GROUP: Dec. 31 Net Capital Deficit Widens to $74 Million

IESI CORP: Dec. 31 Balance Sheet Insolvency Doubles to $36 Mill.
INTERNATIONAL PAPER: S&P Assigns BB+ Preferred Share Ratings
ITEX CORP: January 31 Working Capital Deficit Stands at $1 Mill.
J.P. MORGAN: S&P Assign Prelim. Low-B Ratings on 6 Note Classes
JP MORGAN COMM'L: Fitch Keeps Watch on BB+/B+ Note Class Ratings

K & F IND.: Says EBITDA Slides while Ops. Cash Flow Climbs 12%
KAISER ALUMINUM: Completes Kaiser Center Sale for $65.6 Million
KMART CORPORATION: Fitch Withdraws Various 'D' Ratings
LONGVIEW ALUMINUM: Lynch Wants Inquiry into Joe Baldi's Action
LUTHERAN HOME: Fitch Hatchets $3.4-Million Revenue Bonds to BB+

MAGELLAN HEALTH: Has Until April 23, 2003 to Use Cash Collateral
MC SHIPPING: S&P Withdraws B- Corp. Credit & Junk Debt Ratings
MEDICALCV INC: Nasdaq Knocks Off Shares from SmallCap Market
METRIS MASTER: S&P Puts 9 BB-Rated Transactions on Watch Neg.
METROMEDIA FIBER: Files Chapter 11 Reorganization Plan in SDNY

MIDWEST EXPRESS: Continues Aircraft Financing Negotiations
MOBILE KNOWLEDGE: Ontario Court OKs Asset Sale to Longitude Fund
MORGAN GROUP: Gets Nod to Bring-In FM Stone as Real Estate Agent
NATIONAL CENTURY: Sues Boston Medical to Recoup Over $3M in Cash
NATIONSRENT INC: Files Exhibits to its Consensual Reorg. Plan

NEXTCARD: Gets Court Nod to Extend Exclusivity Until June 16
NTELOS INC: Court Okays Marcus Santoro as Conflicts Counsel
OCWEN FINANCIAL: Fitch Affirms B/D Senior & Individual Ratings
PENTON MEDIA: Dec. 31 Balance Sheet Upside-Down by $61 Million
RADNOR HOLDINGS: S&P Ups Corporate Credit Rating to B+ from B-

SAFETY-KLEEN: Solicitation Exclusivity Extended to May 30, 2003
SAIF CORP: S&P Hatchets Counterparty Credit Rating Down to BBpi
SEQUA CORP: Reports Improved Operating Performance for Year 2002
SIERRA HEALTH: Completes Senior Convertible Debenture Offering
SPIEGEL: Files for Chapter 11 Protection in Manhattan

SPIEGEL: Case Summary & 30-Largest Unsecured Creditors
SPIEGEL: Names Geralynn Madonna Head of Catalog and Newport News
SPIRET TRUST: S&P Cuts Junk Series 2002-1 Certs. Rating to CC
TERAYON COMMS: Implementing Worldwide Restructuring Initiatives
TODAY'S MAN: Seeking Open-Ended Lease Decision Period Extension

TRANSBIOTICS: Capital Resources Insufficient to Continue Ops.
TRINITY ENERGY: Provides Chapter 11 Update
UNITED AIRLINES: S&P Places Some Ratings Still on Watch Negative
US AIRWAYS: Plan Confirmation Hearing Set to Commence Today
WARNACO: Court Clears Claims Dispute Settlement with ILGWU Nat'l

WHEELING-PITTSBURGH: Amends Application for Steel Loan Guarantee
WHEELING-PITTSBURGH: UST Says Discl. Statement Lacks Information
WICKES INC: Obtains New $125-Million Senior Credit Facility
WINDSOR WOODMONT: Gets OK to Tap Alvarez & Marsal as Consultant
WORLDCOM INC: William Barney Wants to Pursue HK MCI Litigation

* Wachovia Hires F. Dominguez & L. Laskiewicz as Consultants

* Large Companies with Insolvent Balance Sheets

                          *********

360NETWORKS: Sub Inc. Unit Asks Court to Dismiss Chapter 11 Case
----------------------------------------------------------------
360networks sub inc., seeks the Court's authority to voluntarily
dismiss its Chapter 11 case pursuant to Sections 349 and 1112(b)
of the Bankruptcy Code and Rules 1017 and 2002 of the Federal
Rules of Bankruptcy Procedure.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that 360 Sub is a special purpose direct 100% subsidiary
of the Debtors' ultimate Canadian parent, 360networks inc.  360
Sub was created solely in anticipation of an unconsummated
prepetition merger transaction with NetRail, Inc., in which
360networks would acquire NetRail's stock and merge it into
360Sub.  The proposed merger transaction never closed and was
subsequently terminated.

When 360 Sub filed its schedules of assets and liabilities, Mr.
Lipkin notes that 360 Sub listed no assets and liabilities.
Prior to the Bar Date, only five claims were filed against 360
Sub's estate.  However, those claims were either filed in error
or against the wrong entity.

Pursuant to 360 Sub's U.S. bankruptcy filing, Mr. Lipkin relates
that it also filed a voluntary petition pursuant to the CCAA in
Canada.  However, 360 Sub was not was one of the Debtors
proposing or covered by the Debtors' plan of restructuring
approved in the CCAA proceedings.  Accordingly, the CCAA
protection afforded to it has ended.

KPMG Inc. was appointed the receiver of 360networks in Canada
shortly after the implementation of the plan of restructuring.
Hence, as a wholly owned subsidiary of 360networks, 360 Sub is
now under KPMG's control.  Mr. Lipkin informs Judge Gropper that
KPMG consents to the dismissal of 360 Sub's Chapter 11 case.

Mr. Lipkin contends that there is no reason to continue 360
Sub's Chapter 11 case since it will not be able to:

    (i) effectuate a plan;

   (ii) make a distribution; or

  (iii) obtain access to additional funds to continue the
        administration of its Chapter 11 case, and has no assets
        or liabilities.

Moreover, conversion of the 360 Sub Chapter 11 case to one under
Chapter 7 is not warranted because it does not have any assets
and the administrative cost of a Chapter 7 trustee to liquidate
360 Sub would be unnecessary.

If the case dismissal is granted, Mr. Lipkin assures the Court
that the Debtors have agreed to satisfy any unpaid fees related
to 360 Sub payable to the U.S. Trustee pursuant to Section
1930(a)(6) of the Judiciary Procedures Code.  In addition, the
Court will retain jurisdiction, as is legally permissible, for
these purposes:

    (a) to resolve any dispute arising out of or related to 360
        Sub's obligations to the U.S. Trustee; and

    (b) to support and enforce any orders entered in the 360
        Sub's case. (360 Bankruptcy News, Issue No. 44;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


AES CORP: Soliciting Consents to Amend Senior Notes' Indenture
--------------------------------------------------------------
The AES Corporation (NYSE:AES) has launched a consent
solicitation seeking to amend certain of the events of default
contained in certain of its outstanding senior and senior
subordinated notes to generally conform such provisions to those
contained in its recently issued senior secured notes due 2005.

AES is offering a consent fee of $1.25 per $1,000 principal
amount to holders of record of such securities at the close of
business on March 13, 2002 that validly tender consents to the
proposed amendments by 5:00 p.m., New York City time, on
March 27, 2003.

AES' obligation to accept consents and pay a consent fee to
consenting holders is subject to numerous conditions which are
set forth in the consent solicitation statement.

The consent solicitation relates to AES' 8.75% Senior Notes,
Series G, Due 2008, 9.50% Senior Notes, Series B, Due 2009,
9.375% Senior Notes, Series C, Due 2010, 8.875% Senior Notes,
Series E, Due 2011, 7.375% Remarketable or Redeemable Securities
Due 2013 (puttable in 2003), 8.375% Senior Subordinated Notes
Due 2007, 10.25% Senior Subordinated Notes Due 2006, 8.50%
Senior Subordinated Notes Due 2007 and 8.875% Senior
Subordinated Notes Due 2027.

AES intends to launch a consent solicitation on substantially
similar terms with respect to its 8.00% Senior Notes, Series A
due 2008, 8.375% Senior Notes, Series F due 2011 and 4.50%
Convertible Junior Subordinated Debentures due 2005 to holders
of record thereof as of the close of business on March 24, 2002
once it has complied with certain notification and filing
requirements of the Securities Exchange Act of 1934, the New
York Stock Exchange and the Luxemburg Stock Exchange.

No default or event of default currently exists under any of
these instruments.

Holders of all such securities are urged to read the applicable
consent solicitation statement when it becomes available because
it contains important information. Holders can obtain a copy of
the applicable consent solicitation statement, when available,
free of charge from AES.

In addition, the consent solicitation statement applicable to
the 4.50% Convertible Junior Subordinated Debentures will be
available for free from the Securities and Exchange Commission's
Web site at http://www.sec.govonce it is available.

Questions concerning the terms of the consent solicitation or
requests for copies of the consent solicitation statement, the
consent form or other related documents should be directed to
the solicitation agent: Salomon Smith Barney, 390 Greenwich
Street, New York, New York 10013, Attn: Liability Management
Group. The solicitation agent can also be reached at (212) 723-
6106 or (800) 558-3745 (toll free).

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 160
facilities totaling over 55 gigawatts of capacity, in 30
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit the Company's Web site at
http://www.aes.com

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 65 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


ALLEGHENY ENERGY: Shareholders Approve Proposal to Amend Charter
----------------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) announced that more than 50
percent of the shares of common stock entitled to vote were
voted to approve a proposal to amend the Company's charter to
eliminate a preemptive rights provision during a special meeting
of Allegheny Energy stockholders in New York, NY, and that the
proposal was, therefore, adopted.

"We are pleased that our stockholders voted to remove the
preemptive rights provision," said Alan J. Noia, Chairman of the
Board, President, and Chief Executive Officer of Allegheny
Energy. "Although more common many years ago, today few public
companies have preemptive rights. By eliminating preemptive
rights, we will remove a significant impediment to any private
sale of equity securities and will now have greater flexibility
to raise additional capital as we work to restore the financial
health of our Company."

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

As reported in Troubled Company Reporter's February 28, 2003
edition, Fitch reported its ratings of the Allegheny group are
as follows:

         Allegheny Energy, Inc.

             -- Senior unsecured debt 'B+'.

         West Penn Power Company

             -- Medium-term notes 'BB+'.

         Potomac Edison Company

             -- First mortgage bonds 'BBB-';
             -- Senior unsecured notes 'BB'.

         Monongahela Power Company

             -- First mortgage bonds 'BBB-';
             -- Medium-term notes/pollution control revenue
                bonds (unsecured) 'BB';
             -- Preferred stocks 'BB-'.

         Allegheny Energy Supply Company LLC

             -- Senior unsecured notes 'B'.

         Allegheny Generating Company

             -- Senior unsecured debentures 'B'.

         Allegheny Energy Supply Statutory Trust 2001

             -- Senior secured notes 'B'.

     -- All ratings listed above remain on Rating Watch
        Negative.


ALROSA: S&P Ups Rating to B Due to 5-Year Diamond Export Quota
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
corporate credit rating on Russia-based diamond mining company
ALROSA Co., Ltd., to 'B' from 'B-' following the new five-year
diamond export quota the company obtained in March 2003. The
outlook is stable.

"The upgrade on Alrosa reflects the new quota, which will make
sales more predictable, the improving operating environment in
Russia and access to international finance markets, and the
progress achieved by Alrosa in its underground mining program,"
said Standard & Poor's credit analyst Elena Anankina.

The rating on the company is constrained by its high capital
requirements, reduction in sales, high and increasing leverage
with a short-term maturity profile, and close links with the
Republic of Sakha (Yakutia). The rating on Alrosa is also
constrained by the company's challenging capital expenditure
program, and access to long-term finance has been limited by
country factors and industry regulations. This is offset by
ongoing lucrative sales to the South African diamond giant De
Beers (45% owned by Anglo American PLC {A-/Stable/A-2}), a solid
position in the relatively stable diamond industry, and rich
reserves--although these have not been verified by a third
party.

Standard & Poor's does not expect the government of the Russian
Federation (local currency BB+/Stable/B; foreign currency
BB/Stable/B)--a 37% shareholder--to necessarily provide timely
and direct support if a situation of financial stress were to
occur at Alrosa.

"The stable outlook reflects expectations that Alrosa's free
cash flows after capital expenditure will be limited for the
next few years, and Standard & Poor's will closely monitor the
company's progress with its capital expenditure program," added
Ms. Anankina.


AMAZON.COM INC: Will Webcast Conference Presentation Tomorrow
-------------------------------------------------------------
Amazon.com, Inc., (Nasdaq:AMZN) will be speaking at the Merrill
Lynch Retailing Leaders Conference in New York tomorrow, at
10:20 a.m. PT/1:20 p.m. ET.

The audio of this event will be Webcast live and be available
for three months thereafter, at http://www.amazon.com/ir

Amazon.com's main site offers millions of books, CDs, DVDS, and
videos (which account for about 70% of sales), not to mention
toys, tools, electronics, health and beauty products,
prescription drugs, and services such as film processing.
Expansion is propelling the company in many directions; it owns
stakes in online sellers of prescription drugs, wine, wedding
services, and more. Long a model for Internet companies that put
market share ahead of profits and make acquisitions funded by
meteoric market capitalization, Amazon.com is now focusing on
profits.

At December 31, 2002, Amazon.com's balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.


AMES DEPARTMENT: Gets OK to Assign Weymouth Lease to Building 19
----------------------------------------------------------------
In view of ABRO Corporation's objection, Ames Department Stores,
Inc., and its debtor-affiliates, and Building #19 Inc. agreed to
modify the Assignment Agreement to provide additional assurance
of future performance on top of the $1,000,000 personal
guaranty.  The parties agree that:

  -- Building 19 will guarantee the payment of the greater of
     minimum annual percentage rent amounting to $22,651 and the
     actual percentage rent;

  -- within five business days after the Closing date, Building
     19 will give ABRO a $356,721 cash security deposit.  The
     deposit is equal to two times the sum of the $155,709 base
     rent plus the Guaranteed Percentage Rent; and

  -- Building 19 will prepay the $178,360 annual rent at the
     start of each year of the Lease term.  The prepayment
     amount is equal to the Base Rent plus the Guaranteed
     Percentage Rent.

The parties also agreed that, subject to the satisfaction of all
Closing Conditions, Building 19 will pay the Debtors $1,338,000
by wire, certified or bank check on the Closing Date.  On the
next business day after the Closing Date, the Debtors will hold
in escrow $150,000 for the lesser of 30 days and the date of the
Court order directing the disposition of the Escrow, in
connection with any and all claims that ABRO may assert against
the Debtors and their estates.

                         *     *     *

After reviewing the revised Agreement and the merits of the
proposed Assignment, Judge Gerber authorizes the Debtors to
consummate the transaction.  Building 19 will not be liable for
any cure amount under the Lease.

After ABRO receives the payment for its claim with respect to
the Lease, Judge Gerber rules that, any and all of ABRO's proofs
of claim filed against the Debtors will be deemed withdrawn and
expunged without further Court order.  Any dispute between the
Debtors and ABRO regarding the payment of any cure amount under
the Lease will not affect the validity of the lease assumption,
assignment and sale.

                         *     *     *

As previously reported, Ames Department Stores, Inc., and its
debtor-affiliates wanted to assume and assign an unexpired non-
residential real property lease to Building #19, Inc. or its
designee.  The lease with ABRO Corporation for Ames Store No.
740 is located in Weymouth, Massachusetts.  The Debtors have
determined that the amount they owe ABRO to satisfy all the
arrears under the Lease is $33,871. The Debtors assure the Court
that they will pay the cure amount when they receive the payment
from Building 19.

Pursuant to an assumption and assignment agreement, but prior to
the modifications mentioned above, the Debtors and Building 19
agreed that:

  (a) The Debtors will assign to Building 19 all of their right,
      title, and interest under the Lease for the remainder of
      the Lease term;

  (b) The total consideration to be paid by Building 19 will be
      $1,338,000 for the Lease.  Building 19 will pay a deposit
      equal to 5% of the consideration or $66,900.  Building 19
      will pay the $1,271,100 balance at the Closing;

  (c) The Lease will be sold and assigned in an "as is, where
      is"  basis, free and clear of any claims, liens or
      interests.  Any liens, claims and encumbrances will attach
      to the net proceeds paid to the Debtors;

  (d) The assignment is subject to higher or better offers.  If
      the Court does not approve the Debtors' assignment to
      Building 19 because a higher or better offer has been
      received, or for any reason other than Building 19's
      material breach of the agreement, then all escrowed funds
      will be released to Building 19 and it will have no
      further claims against the Debtors;

  (e) If Building 19 fails to close the transaction for any
      reason other than the Debtors' material breach of the
      agreement, which is not cured within five business days
      from the receipt of written notice, then Building 19's
      deposit will become non-refundable and will be forfeited
      to the Debtors' favor; and

  (f) Gerald Elovitz, Building 19's Chairman of the Board, will
      guaranty $1,000,000 as adequate assurance of Building
      19's future performance under the Lease. (AMES Bankruptcy
      News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


ANTIGUA: Selling Majority Stake for $10.25MM to Pay Off Debts
-------------------------------------------------------------
Antigua Enterprises Inc., (OTC: ANTGE.PK) (TSXVenture: ANE) has
entered into an agreement to sell to Ashley NA, LLC common and
preferred shares representing a controlling interest in the
company for US$10.25 million.

Under the agreement, Ashley NA will purchase 27,299,480 of the
company's common shares for US$5,000,000, or US$0.18315 per
share, and 5,250,000 of the company's Preferred Class A shares
for US$5,250,000, or US$1.00 per share. The company will use the
proceeds to repay all of its outstanding debt that is past due
and payable. Under the terms of the agreement, the entire
purchase price will be placed into an escrow account pending
shareholder and regulatory approval of the transaction.

Ashley NA is owned in common with the Sports Soccer and
Lillywhites chains of sporting goods stores in the United
Kingdom.

Upon closing of the transaction, Antigua will obtain from Donnay
International S.A. a royalty-free non-exclusive license for the
Donnay brand on apparel, headwear and bags in the United States,
Canada and Puerto Rico.

"This agreement ends a long process of trying to find the right
transaction for Antigua to resolve its balance sheet issues and
return its focus to increasing profits. We are delighted to be
associated with Sports Soccer's ownership, because of their
experience in growing a business from a small enterprise to a
large one," commented Benjamin Adams, the company's chairman and
chief executive officer.

The company's President, Ronald McPherson, stated: "We believe
this transaction not only gives us an ability to sell Antigua
products in the United Kingdom but we are also excited to sell
Donnay products in North America. The license with Donnay gives
us the opportunity to sell products into new distribution
channels."

The company's board of directors unanimously approved the
transaction with Ashley NA and will recommend that the
shareholders approve the transaction.


AQUILA INC: Work Progressing on Renewal of Short-Term Financing
---------------------------------------------------------------
Information obtained from http://www.LoanDataSource.comshows
that UtiliCorp United, Inc. (n/k/a Aquila, Inc.), closed on a
364-day revolving credit line totaling $325 million in April
2002, to replace an existing credit facility and help support
the company's commercial paper program as well as provide
working capital, additional liquidity and letters of credit.

Citibank served as the agent on the transaction. Credit Suisse
First Boston, Toronto Dominion and UBS Warburg were the co-
syndication agents, http://www.LoanDataSource.comreports.

"We are in constructive discussions with our lead lenders and
are working with them to achieve a restructuring of our bank
facilities that will be acceptable to the company as well as the
banks," said Rick Dobson, Aquila's interim chief financial
officer. "We are all working to achieve this outcome by April
11."

Aquila is providing an update on the company's work on its
restructuring plan at:

   http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=ila&script=1200

The material posted summarizes steps taken to date and outlines
actions being pursued in the short term.

As previously discussed with the investment community, the
company's current short-term credit facility is due to expire on
April 12.  Aquila is working closely with its banking group to
renew this facility, using available non-regulated collateral as
well as pursuing filings with state regulatory commissions.

The company will update the investment community as developments
occur in coming weeks.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks, serving customers in seven
states and in Canada, the United Kingdom, and Australia. The
company also owns and operates power generation assets. More
information is available at http://www.aquila.com

Aquila Inc.'s 6.625% bonds due 2011 are currently trading at
about 70 cents-on-the-dollar.


AUDIOVOX: Banks Waive Covenant Violations Under Credit Pact
-----------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXX) postponed its conference
call and announced unaudited financial results for its fiscal
year ended November 30, 2002.

                        Conference Call

The Company has postponed its conference call scheduled for 10
a.m. (EST), Friday, March 14, 2003 and failed to file its annual
report on Form 10-K for 2002 yesterday, the Securities and
Exchange Commission deadline to file its annual report under a
15-day extension. The reason for this delay in filing is related
to the resolution of the Company's response to an SEC comment
letter on the Company's prior Form 10-K and 10-Q Filings. There
can be no assurance that the Company will not be required to
make changes to the financial information set forth herein or
prior financial information as a result of the SEC review.

Audiovox Corporation will be hosting a results conference call
after it files the 10-K for the fiscal year ended November 30,
2002. At such time, a conference call notice and invitation will
be announced.

                    Fiscal Year 2002 (Unaudited)

For the fiscal year ended November 30, 2002, net sales were $1.1
billion. For the fiscal year ended November 30, 2002, the
Company's majority-owned subsidiary, Audiovox Communications
Corp., had revenues of $727.5 million on sales of 4.9 million
units. The average selling price was $136 per unit due to higher
priced, new product introductions during the fourth quarter.
Wireless sales were impacted by reduced consumer demand, price
erosion and delivery delays by some of ACC's suppliers. For the
fiscal year-ended November 30, 2002, the Company's wholly owned
subsidiary, Audiovox Electronics Corp., posted sales of $373.8
million. Sales in AEC were positively impacted by continued
growth in the mobile video, security and consumer product
categories.

For the fiscal year ended November 30, 2002, net loss and loss
per common share were $10.0 million and $0.46 per share, both
basic and diluted, respectively. For the fiscal year ended
November 30, 2002, ACC's loss before taxes was $23.4 million.
Income before taxes for AEC was $18.8 million. The Company
reports its operating segments on an income before taxes basis
and retains certain expenses at the corporate level, which are
not allocated to the operating segments.

For the fiscal year ended November 30, 2002, the Company
reported income before taxes of $3.7 million. As a result of the
additional sale of shares of ACC to Toshiba Corporation,
Audiovox Corporation's majority ownership of ACC was reduced to
75%. For Federal Income Tax purposes, ACC will no longer be
consolidated in the parent company's Federal Tax returns. The
Company has recorded a valuation allowance of $11.3 million on
the deferred tax assets of ACC.

               Fourth Quarter Results (Unaudited)

Net sales for the fourth quarter of fiscal 2002 were $317.2
million. Net sales for ACC were $210.9 million for the fourth
quarter with 1.5 million total units sold at an average selling
price of $137. Fourth quarter net sales for AEC were $106.3
million. The Company reports its operating segments on an income
before taxes basis and retains certain expenses at the corporate
level, which are not allocated to the operating segments.

Net loss and loss per common share for the quarter, which
includes a valuation allowance on ACC's deferred tax assets were
$12.4 million and $0.57 basic and diluted, respectively. ACC's
fourth quarter loss before taxes was $7.9 million. AEC's fourth
quarter income before taxes was $3.2 million. The Company
reports its operating segments on an income before taxes basis.

There were several charges taken by ACC during the fourth
quarter. The Company has recorded a valuation allowance of $11.3
million on the deferred tax assets of ACC. In addition,
markdowns were recorded on ACC's inventory and the Company
increased its provision for doubtful accounts for a PCS carrier
and for customers in Venezuela and Argentina, due to the current
economic conditions there.

AEC provided for additional foreign currency translation costs
relating to the Company's Venezuelan subsidiary. The Electronics
group also provided an additional provision for inventory as a
result of fourth quarter order cancellations from some of its
mass merchant customers. This markdown reflects future resale
value of the inventory based on current market conditions.

           Operating Expenses and other (Unaudited)

For the fiscal year ended November 30, 2002, operating expenses
were $102.5 million. Operating expenses included additional
provisions for doubtful accounts, compensation related expenses
from the Toshiba purchase of shares in ACC, additional operating
expenses that resulted from the acquisition of the assets of
Code Alarm Inc., increased insurance expenses, and increased
audit and legal fees. Other expenses increased as a result of
foreign currency translation costs related to the Company's
Venezuelan subsidiary.

          Balance Sheet-Selected Items (Unaudited)

Accounts receivable for the fiscal year ended November 30, 2002
were $184.5 million. Inventory at the end of fiscal 2002 was
$292.7 million. ACC inventory levels were at $184.4 million, due
to increased purchases for anticipated first quarter 2003 sales.
AEC inventory levels were at $108.1 million, due to cancelled
fourth quarter sales of certain video products by mass
merchandiser customers.

The Company's shareholder equity was $310.6 million as of
November 30, 2002, which reflects the sale of 20% ACC shares to
Toshiba, losses and profits from operations and the effect of
the valuation allowance on ACC's deferred tax assets.

               Quarterly Restatement (Unaudited)

After a review of the effect of EITF 01-9 on the Company's
financial statements and adjustments for sales cutoffs,
litigation accruals, foreign currency for its Venezuelan
subsidiary, inventory pricing and tax provision, the Company
will restate its first, second and third quarters for fiscal
2002. The net effect of the restatement for the nine months
ended August 31, 2002 is a reduction of $462,000 in revenue and
an increase in net income of $36,000.

                         Guidance

For the first fiscal quarter 2003 ended February 28, 2003, the
Company's guidance is for revenues in the range of $290 - $305
million as a result of improved performance in both operating
subsidiaries, which represents an increase of 56% - 61% over
fiscal first quarter 2002.

The Company's invested cash position as of February 28, 2003 was
$42 million. In addition as of February 28, 2003, the Company
had no direct borrowings under its main bank facility. During
March 2003, the Company requested its banking group to reduce
the Company's committed bank lines from $250 million to $200
million, based on the Company's improved cash flow position and
turnover. This reduction will reduce fees paid on unused
portions of the Company's bank lines. The Company has also
received waivers from its bank group on covenant violations
related to income tests for all of fiscal 2002.

Audiovox Corporation is an international leader in the marketing
of cellular telephones, mobile security and entertainment
systems, and consumer electronics products. The Company conducts
its business through two subsidiaries and markets its products
both domestically and internationally under its own brands. It
also functions as an OEM (Original Equipment Manufacturer)
supplier to several customers. For additional information,
please visit Audiovox on the Web at http://www.audiovox.com


BETHLEHEM STEEL: Lukens Steel Retirees Sought for USWA Meeting
--------------------------------------------------------------
About 1,300 USWA-represented steelworker retirees who were
employed at bankrupt Bethlehem Steel Corp.'s Lukens Division at
both the Coatesville and Conshohocken facilities are urgently
being sought to attend a mass information meeting at the
Coatsville union hall today.

Benefit representatives of the USWA, the state insurance
commission and others plan to make a presentation on healthcare
insurance options for retirees, following earlier announcements
by Bethlehem Steel that health and life insurance benefits will
be terminated on Mar. 31. Family members and dependents of the
Lukens retirees are welcome.

There will be a series of three meetings to accommodate all
steelworker retirees, their dependents and surviving spouses.
Meeting times will be 8:30 am; 11:30 am and 2:30 pm. The
Coatesville USWA Local 1165 Hall is at: 750 Charles St. A press
briefing will be held in the Local 1165 Hall at 10:45 am.

Individual counseling sessions for all Lukens retirees are also
scheduled at the Local 1165 Hall, Mar. 19-21, 10:00 am to 4:00
pm.

Information kits on the COBRA rates and the different healthcare
insurance options will be available. All replacement insurance
will require out-of- pocket payments by retirees. Most Bethlehem
Steel retirees receive modest pensions and Social Security,
while about 25 percent of the Lukens retirees are not yet
Medicare eligible.

Although press seating is available to news reporters to cover
the proceedings, the USWA is limiting TV cameras and
photographers to the opening moments of each meeting in order to
minimize any disruption to the participants.

Retirees with Internet access can obtain basic information on
the health insurance options at the USWA-sponsored Web site
http://www.uswa.org/retireebenefitwatch/default.htm/


BETHLEHEM STEEL: USWA Will Hold Steelton Meeting Tomorrow
---------------------------------------------------------
About 4,000 USWA-represented steelworker retirees who were
employed at bankrupt Bethlehem Steel Corp's. Steel Technologies
Division are urgently being sought to attend a mass information
meeting at the Steelton union hall tomorrow.

Benefit representatives of the USWA, the state insurance
commission and others plan to make a presentation on healthcare
insurance options for retirees, following earlier announcements
by Bethlehem Steel that health and life insurance benefits will
be terminated on Mar. 31. Family members and dependents of the
Lukens retirees are welcome.

There will be a series of three meetings to accommodate all
steelworker retirees, their dependents and surviving spouses.
Meeting times will be 8:00 a.m.; 10:30 a.m.; 2:00 p.m. and 4:00
p.m. The Steelton USWA Local 1688 Hall is at: 200 Gibson St. A
press briefing will be held in the Local 1688 Hall at 10:00 a.m.

Individual counseling sessions for all Steelton retirees are
also scheduled at the Local 1688 Hall, Mar. 31-Apr. 4, 10:00
a.m. to 4:00 p.m.

Information kits on the COBRA rates and the different healthcare
insurance options will be available. All replacement insurance
will require out-of-pocket payments by retirees. Most Bethlehem
Steel retirees receive modest pensions and Social Security,
while about 25 percent of the Steelton retirees are not yet
Medicare eligible.

Although press seating is available to news reporters to cover
the proceedings, the USWA is limiting TV cameras and
photographers to the opening moments of each meeting in order to
minimize any disruption to the participants.

Retirees with Internet access can obtain basic information on
the health insurance options at the USWA-sponsored Web site
http://www.uswa.org/retireebenefitwatch/default.htm/


BIOTRANSPLANT INC: Commences OTCBB Trading Effective March 14
-------------------------------------------------------------
BioTransplant Incorporated (OTC Bulletin Board: BTRNQ.OB)
announced that the Company's common stock has begun trading on
the OTC Bulletin Board (OTCBB), effective as of today, March 14,
2003.

The OTCBB is a regulated quotation service that displays real-
time quotes, last-sale prices, and volume information in over-
the-counter equity securities. An OTC equity security generally
is any equity that is not listed or traded on Nasdaq or a
national securities exchange. OTCBB securities include national,
regional, and foreign equity issues, warrants, units, American
Depositary Receipts and Direct Participation Programs.

As previously announced, the Company's securities were delisted
from the Nasdaq National Market on March 11, 2003 as a result of
the Company's filing of a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code on February 27, 2003.

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. The Company's strategy is to maximize
the potential future value of these licensed intellectual
property rights. The Company has exclusively licensed Siplizumab
(MEDI-507), a monoclonal antibody product, to MedImmune, Inc.
Siplizumab is in Phase II clinical trials for the treatment of
psoriasis. The Company's assets also include the AlloMune System
technologies, which are intended to treat a variety of
hematologic malignancies and improve outcomes for solid organ
transplants, and the Eligix HDM Cell Separation Systems, which
use monoclonal antibodies to remove unwanted cells from bone
marrow, peripheral blood stem cell and donor leukocyte grafts
used in transplant procedures. BioTransplant also has an
interest in Immerge BioTherapeutics, Inc., a joint venture with
Novartis, to further develop both companies' individual
technology bases in xenotransplantation.


BIOTRANSPLANT: Wants Until April 3 to File Bankruptcy Schedules
---------------------------------------------------------------
BioTransplant Incorporated asks the U.S. Bankruptcy Court for
the District of Massachusetts to stretch the time period within
which it must file its Schedules of Assets and Liabilities, and
Statements of Financial Affairs.  The Company wants an extension
through April 3, 2003.

The Debtor has started compiling the information and documents
necessary to prepare its schedules and statements.  Because of
the complexity of the Debtor's affairs, the number of creditors
and stockholders and the reduced number of administrative
employees, the Debtor will require additional time beyond March
14, 2003 within which to complete its compilation of necessary
information, determine the proper disclosure of assets,
liabilities, and other information to be reported in its
schedules and statements, and prepare such schedules and
statements.

In addition, certain of the disclosures required in the
schedules and statements need to be reviewed with counsel to
ensure consistent and accurate disclosure by the Debtor.

The Debtor tells the Court that the extension will provide it
with time to complete the schedules and statements, and should
ensure that the statements and schedules will be completed in
advance of the Section 341 meeting of creditors to be scheduled
by the United States Trustee.

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


BOMBARDIER DE HAVILLAND: Wins CAW Members' Nod for 3-Year Pact
--------------------------------------------------------------
CAW members at Bombardier de Havilland voted overwhelming in
favor of a new three year agreement with 88 per cent of
production workers and 89 per cent of trades workers, members of
CAW Local 112, in favor of the deal. In Local 637, 87 per cent
of the office and technical workers voted in favour.

"We went into bargaining under extraordinarily difficult
circumstances with the orders down or cancelled as airlines in
the U.S. declare bankruptcy and the threat of war depresses
travel," said CAW president Buzz Hargrove. "We were able to
protect income and jobs - the Global Express and Dash 8
production will remain at the facility. As well we increased the
retirement incentive substantially to allow senior people decent
retirement and protect the jobs of junior workers."

"There is, however, a long way to go to rebuild the confidence
of our members in Bombardier de Havilland and that will be on
the shoulders of management," added Hargrove. It was, he said,
the most difficult set of bargaining he has experienced as the
company came into bargaining with major concession demands.


BROADWING INC: Fitch Downgrades Various Ratings to Low-B Levels
---------------------------------------------------------------
Fitch Ratings has announced the following rating actions on the
debt issued by Broadwing, Inc., and its subsidiaries: BRW's
senior secured bank facility has been downgraded to 'BB-' from
'BB', BRW's 7.25% senior secured notes due 2023 has been
downgraded to 'BB-' from 'BB', BRW's 6.75% convertible
subordinated notes due 2009 has been downgraded to 'B' from
'B+', and BRW's 6.75% convertible preferred stock has been
downgraded to 'B-' from 'B'.

Fitch Ratings has affirmed the 'BB+' rating of Cincinnati Bell
Telephone's senior unsecured notes and MTNs. Fitch has
downgraded the rating of Broadwing Communications, Inc.'s 9.0%
senior subordinated notes due 2008 to 'CC' from 'B+' and has
affirmed the 'C' rating on BCI's 12.5% junior exchangeable
preferred stock. Fitch has placed all of the ratings on Rating
Watch Negative. Fitch expects that the Rating Watch will be
resolved pending the outcome of the company's efforts to amend
its existing bank facility. If the company is successful, Fitch
expects to remove the Rating Watch and establish a Stable Rating
Outlook. These rating actions affect approximately $2.6 billion
of debt and preferred stock.

Fitch's rating actions contemplate the successful closing of the
asset sale between Broadwing Communications Services, Inc. (a
wholly owned subsidiary of BCI) and C III Communications, LLC
and the related assumption of operating liabilities and
contracts. The downgrade reflects the company's anticipated
leverage and an expectation that EBITDA and free cash flow
levels will continue to be pressured by moderate access line
erosion and competitive impact on wireless net additions and
ARPU. The company's leverage will be more reflective of the
current rating category over the next couple of years.

Cincinnati Bell Telephone and Cincinnati Bell wireless are
market share leaders. CBT's access line losses and revenue
growth have been impacted by competition from CLECs but not to
the extent experienced by the RBOCs. Stemming in part from the
relative lack of competition in the Cincinnati markets, Fitch
expects the ILEC to continue to generate EBITDA margins that are
higher than the RBOC peer group. Fitch also anticipates that CBT
will continue to contribute free cash flow to the BRW parent.

Cincinnati Bell Wireless provides BRW with a mature wireless
business that also generates free cash flow for the BRW parent.
CBW is the market share leader in the Cincinnati and Dayton BTAs
and provides an avenue for CBT to offer a bundled service
package. Free cash flows during 2003 could be impacted by
additional capital expenditures required to upgrade its wireless
network from TDMA to a GSM platform. The network upgrade is
needed to remain competitive and to capture roaming revenue from
AT&T subscribers utilizing CBW's network. Fitch still
anticipates that CBW will generate free cash flow through the
network upgrade process, however free cash flow could be
affected by competitive and pricing pressures as subscriber
growth slows.

On a consolidated basis, Fitch expects BRW to generate positive
free cash flow during 2003 and over the medium term. Fitch
expects free cash flow to be earmarked for debt reduction. Fitch
expects BRW's leverage to range between 5.0 and 5.2 times by the
end of 2003. Both of BRW's core businesses are mature so Fitch
does not foresee material growth in free cash flow or revenue in
the near term that would accelerate debt reduction.


BURLINGTON: Court Approves Modified Asset Sale Bidding Protocol
---------------------------------------------------------------
With Berkshire's termination of its cash offer, Burlington
Industries, Inc., and its debtor-affiliates presented the Court
with modified bidding procedures.  Judge Newsome approves this
new protocol:

  (a) The Company may offer and pay to the Qualified Bidder
      the Company determines, in its sole discretion, after
      consultation with its advisors and the Creditors'
      Committee and Prepetition Lenders' financial advisors, has
      submitted the highest or otherwise best bid prior to the
      Auction -- the Opening Bidder -- a reasonable breakup fee
      in an amount not to exceed 1% the aggregate purchase price
      offered under the Marked Agreement of the Opening Bidder;
      provided, however, that any Breakup Fee will only become
      due and payable if:

        -- the Opening Bidder is not in breach of the Marked
           Agreement; and

        -- the Company closes a Transaction with a Successful
           Bidder other than the Opening Bidder;

  (b) The form and manner of notice of the Solicitation Notice
      and the Sale Notice, as modified to reflect the Modified
      Bidding Procedures, are approved;

  (c) On June 12, 2003, at 2:00 p.m. (Eastern Time), the Court
      will conduct a hearing to approve the results of the
      Auction; and

  (d) The Court will retain jurisdiction over any matter or
      dispute arising from or relating to the implementation of
      this Order or the Modified Bidding Procedures.

                     Modified Bidding Procedures

The bidding procedures are modified as to these terms:

A. Bid Deadline

   Qualified Bidders must submit their bids by 4:00 p.m. Eastern
   time on May 28, 2003.

B. Bid Requirements

   A bid must be a written irrevocable offer from a Qualified
   Bidder:

   (a) stating that the Qualified Bidder offers to consummate
       the Transaction as contemplated by the Agreement, as
       contemplated by the Agreement, upon the terms and
       conditions set forth in a copy of the Agreement, marked
       to show those amendments and modifications to the
       Agreement, including price and terms, that the Qualified
       Bidder proposes;

   (b) confirming that the offer will remain open until the
       completion of the closing under a Plan incorporating the
       bid of the Successful Bidder;

   (c) enclosing a copy of the proposed Marked Agreement; and

   (d) accompanied with:

       -- a certified or bank check, or wire transfer, for
          $10,000,000 payable to the order of the Company as a
          good-faith deposit, immediately upon the selection of
          the bid as the Successful Bid; and

       -- written evidence of a commitment for financing or
          comparable evidence of the bidder's ability to
          consummate the proposed Transaction, subject to no
          closing conditions.

   In addition to these requirements, the Company will consider
   a bid only if the bid:

   (i) provides that all cash and securities which are
       components of the purchase price are denominated in U.S.
       dollars only;

  (ii) is not conditioned on obtaining financing or the outcome
       of unperformed due diligence by the bidder with respect
       to the Company, but may be subject to the same
       conditions, but only those conditions, set forth in the
       Agreement; and

(iii) fully discloses the identity of each entity that will be
       bidding for the Company or otherwise participating in
       connection with the bid, and the complete terms of any
       participation.

C. Auction

   If another Qualified Bid is received by the Bid Deadline, the
   Company will conduct an auction with respect to the
   Transaction.  The Auction will take place at 10:00 a.m.
   Eastern time on June 3, 2003 at the offices of Jones Day at
   222 Past 41 Street in New York 10017.

   At the Auction, Qualified Bidders will be permitted to
   increase their bids.  The bidding at the Auction will start
   at the purchase price stated in the Opening Bid, plus the
   amount of any Breakup Fee, and continue in increments of at
   least $3,000,000.

   Prior to the commencement of the Auction, the Company may
   adopt rules for the Auction that, in its business judgment,
   will better promote the goals of the Auction.  All these
   rules will provide that:

   (1) the procedures must be fair and open, with Qualified
       Bidders being treated in substantially the same manner,
       to the extent reasonably possible;

   (2) all bids will be made and received in one room, on an
       open basis, and all other bidders will be entitled to be
       present for all bidding with the understanding that the
       true identity of each bidder will be fully disclosed to
       all other bidders and that all material terms of each
       Qualified Bid will be fully disclosed to all other
       bidders throughout the entire Auction; and

   (3) unless otherwise agreed to by the Company, no Qualified
       Bidder will be permitted more than one hour to respond to
       the previous bid at the Auction.

D. Approval of Successful Bid

   The Company may also present the results of the Auction and
   the Marked Agreement to the Bankruptcy Court at a hearing on
   June 12, 2003 at 2:00 p.m. Eastern time at which the Company
   will request that the Bankruptcy Court make certain findings
   regarding the Auction, including:

   (1) that the Company conducted the Auction and selected the
       Successful Bidder in accordance with these Bidding
       Procedures,

   (2) that the Auction was fair in substance and procedure, and

   (3) that the Marked Agreement constitutes the highest and
       best offer for the Company.

   Without limitation, the Company will not be obligated to
   select a Qualified Bidder or pursue a Transaction and no
   bidder will be entitled to reimbursement of costs or other
   compensation regardless of the circumstances, except and
   solely to the extent approved in a specific order of the
   Bankruptcy Court.

   The Company may:

   (a) determine, in its business judgment and in its sole
       discretion, after consultation with its advisors and the
       Creditors' Committee's and the Prepetition Lenders'
       financial advisors, which Qualified Bid, if any, is the
       Successful Bid and the Next Best Bid; and

   (b) reject at any time before entry of an order approving the
       Auction Approval Motion, any bid that, in the Company's
       sole discretion, is:

       -- inadequate or insufficient,

       -- not in conformity with the requirements of the
          Bankruptcy Code, the Bidding Procedures, or the terms
          and conditions of the Transaction, or

       -- contrary to the best interests of the Company and its
          estate.

E. No Auction

   The Company reserves the right, after consultation with its
   advisors and the Creditors' Committee's and the Prepetition
   Lenders' financial advisors, not to hold the Auction if the
   Qualified Bids received do not offer sufficient value for the
   Company or are not otherwise in the best interests of the
   Company's estate.

   If the Company receives only one Qualified Bid and if the
   Company determines, in its business judgment and in its sole
   discretion, after consultation with its advisors and the
   Creditors' Committee's and the Prepetition Lenders' financial
   advisors, that the Qualified Bid is the best and highest
   offer for the Company, the Company may select the Qualified
   Bid as the Successful Bid for purposes of these Bidding
   Procedures without conducting an Auction.

F. Good Faith Deposit

   The Good Faith Deposit of the Successful Bidder will be held
   until the closing of the Transaction and applied in
   accordance with the Marked Agreement. (Burlington Bankruptcy
   News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)

Burlington Industries' 7.250% bonds due 2005 (BRLG05USR1) are
trading at about 38 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CANAL CAPITAL: Todman & Co. Expresses Going Concern Doubt
---------------------------------------------------------
"[T]he Company has suffered recurring losses from operations in
eight of the last ten years and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.  All of these matters raise substantial doubt about the
Company's ability to continue as a going concern."  These
remarks are included in Todman & Co., CPA's, P.C.'s Auditors
Report, dated March 11, 2002, at New York, N.Y., concerning the
financial condition of Canal Capital Corporation for the period
ended January 31, 2003.

Canal Capital Corporation, incorporated in the state of Delaware
in 1964, commenced business operations through a predecessor in
1936. Canal is engaged in two distinct businesses - the
management and further development of its real estate properties
and stockyard operations.  Canal's real estate properties
located in five Midwest states are primarily associated with its
current and former agribusiness related operations. As a result
of an August 1, 1999 asset purchase agreement, Canal now
operates two central public stockyards located in St. Joseph,
Missouri and Sioux Falls, South Dakota.

Canal's revenues from continuing operations consist of revenues
from its real estate and stockyards operations. Total revenues
increased slightly by $20,000, or 1.4%, to $1,458,000 for the
three month period ended January 31, 2003, as compared to
revenues of $1,438,000 for the same period in fiscal 2002. The
fiscal 2003 increase in revenues is due primarily to a $103,000
increase in revenue from the sales of real estate which was
offset to a certain extent by softer than anticipated stockyard
revenues.

Canal recognized net income of $186,000 for the three month
period ended January 31, 2003 as compared to net income of
$377,000 for the same period in fiscal 2002.  After recognition
of preferred stock dividend payments of $42,000 and $78,000 for
the three month periods ended January 31, 2003 and 2002,
respectively, the Company recognized net income applicable to
common stockholders of $144,000 ($0.03 per common share) and net
income applicable to common stockholders of $299,000 ($0.07 per
common share) for the three month periods ended January 31, 2003
and 2002, respectively. Included in the 2003 results is a sale
of a 12 acre parcel of land located in St. Joseph, Missouri
which generated operating income of approximately $61,000 and
the sale of a piece of contemporary art which generated other
income of approximately $33,000. Included in the 2002 results is
other income of approximately $323,000 received by Canal as a
demutualization compensation payment from an insurance company,
from which, Canal had purchased annuity contracts in the early
1980's for certain of its retired stockyards employees.

Canal's cash flow position has been under significant strain for
the past several years. Canal indicates that it is continuing to
closely monitor and reduce where possible its operating expenses
and plans to continue to reduce the level of its art inventories
to enhance current cash flows. Management believes that its
income from operations combined with its cost cutting program
and planned reduction of its art inventory will enable it to
finance its current business activities. There can, however, be
no assurance that Canal will be able to effectuate its planned
art inventory reductions or that its income from operations
combined with its cost cutting program in itself will be
sufficient to fund operating cash requirements.


CINEMARK USA: Reports Improved Operating Results for Q4 & 2002
--------------------------------------------------------------
Cinemark USA, Inc., a leader in the motion picture exhibition
industry, reported revenues, operating income, net income and
EBITDA for the fourth quarter and year ended December 31, 2002.

Cinemark USA, Inc.'s revenues for the fourth quarter ended
December 31, 2002 increased 5.3% to $226.7 million from $215.2
million for the fourth quarter ended December 31, 2001.
Operating income for the fourth quarter of 2002 was $23.4
million in comparison with an operating loss of $4.7 million for
the fourth quarter of 2001. Net income for the fourth quarter of
2002 was $4.3 million as compared to a net loss of $4.6 million
for the fourth quarter of 2001. Net income for the fourth
quarter of 2002 includes a non-recurring write-off of $3.1
million of fees (before tax) associated with the proposed
initial public offering of the Company's parent, Cinemark, Inc.,
the closing of which was postponed due to unfavorable market
conditions. Earnings before interest, taxes, depreciation,
amortization and other non-cash expenditures (EBITDA) for the
fourth quarter of 2002 increased to $43.7 million (after the
$3.1 million write-off of IPO fees) from $43.3 million for the
fourth quarter of 2001.

For the year ended December 31, 2002, revenues increased 10.0%
to $939.3 million from $853.7 million for the year ended
December 31, 2001. Operating income for the year ended
December 31, 2002 was $128.9 million in comparison with
operating income of $57.6 million for the year ended
December 31, 2001. Net income for the year ended December 31,
2002 was $35.6 million as compared to a net loss of $4.0 million
for the year ended December 31, 2001. Net income for the year
ended December 31, 2002 includes a non-recurring write-off of
$3.1 million of fees (before tax) associated with the proposed
initial public offering of the Company's parent, Cinemark, Inc.,
the closing of which was postponed due to unfavorable market
conditions and a $3.4 million charge (net of tax) as a result of
the cumulative effect of a change in accounting principle with
respect to the amortization of goodwill and other intangible
assets. EBITDA for the year ended December 31, 2002 increased
20.6% to $205.0 million (after the $3.1 million write-off of IPO
fees) from $170.0 million for the year ended December 31, 2001.

Lee Roy Mitchell, Cinemark's Chief Executive Officer, said, "The
distributors provided the industry a strong slate of family
oriented film product in 2002 resulting in historic industry
performance. Cinemark increased its EBITDA margin in 2002 to
21.8% from 19.9% in 2001 and continued to utilize operating cash
flow to reduce net debt resulting in an $88.4 million reduction
in long-term debt and an increase in cash and cash equivalents
of $13.5 million. We will continue our focus in 2003 on
strengthening our capital structure through debt retirement
while maintaining a strategically focused domestic and
international building program."

In February 2003, the Company extended the maturity dates of its
long-term debt as the Company issued $150 million principal
amount of 9% Senior Subordinated Notes and entered into a new
Senior Secured Credit Facility consisting of a $75 million
revolving credit line and a $125 million term loan. The new
facilities were utilized to retire the Company's existing senior
revolving credit facility and a $77 million mortgage facility.

Cinemark USA, Inc., continues to be a leader in the development
of stadium seating theatres. During 2002, the Company opened
seven new stadium seating theatres, with 58 screens, and added
two screens to an existing theatre bringing its aggregate screen
count at December 31, 2002 to 3,031 in the United States,
Canada, Mexico, Argentina, Brazil, Chile, Ecuador, Peru,
Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Colombia
and the United Kingdom. The Company has commitments to open
thirteen new theatres, with 132 screens and add seven screens to
existing theatres scheduled to open in 2003 and thereafter.

The Company, headquartered in Plano, TX, has a Web site at
http://www.cinemark.comwhere it sells tickets over the
internet.

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on movie exhibitor Cinemark USA Inc.,
to stable from positive following the company's postponement of
its planned IPO and bank loan refinancing.

Standard & Poor's withdrew its double-'B'-minus bank loan rating
on the company's proposed $250 million bank facility. All other
ratings, including the single-'B'-plus corporate credit rating,
are affirmed. The Plano, Texas-based company had $784 million in
debt outstanding as of March 31, 2002.


COMDISCO: Makes Optional Partial Redemption of $75M of 11% Notes
----------------------------------------------------------------
Comdisco Holding Company, Inc., (OTC:CDCO) will make an optional
partial redemption of $75 million principal amount of its 11%
Subordinated Secured Notes due 2005. The outstanding principal
amount of the Subordinated Secured Notes after this redemption
will be $85 million. Comdisco previously redeemed $65 million,
$200 million, $100 million, $50 million and $75 million
principal amounts of the 11% Subordinated Secured Notes on
November 14, 2002, December 23, 2002, January 9, 2003,
February 10, 2003 and March 3, 2003, respectively.

The $75 million principal amount of Subordinated Secured Notes
will be redeemed at a price equal to 100% of their principal
amount plus accrued and unpaid interest to the redemption date.
The partial redemption will occur on April 2, 2003.

Wells Fargo Bank will serve as the paying agent for this
redemption. A notice of the redemption containing information
required by the terms of the indenture governing the
Subordinated Secured Notes will be mailed to holders. This
notice will contain details of the place and manner of surrender
in order for holders to receive the partial redemption payment.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


COMMSCOPE CORP: S&P Keeps Watch on BB+ Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Hickory, N.C.-based CommScope Corp., the
leading U.S. manufacturer of broadband cable products, on
CreditWatch with negative implications. The CreditWatch listing
is the result of weakened operating performance over multiple
quarters, reflected in sequential declines in revenues and lower
profitability.

CommScope had $183 million of debt outstanding at Dec. 31, 2002.

"We are concerned that weak demand for broadband cable products
from cable operators will persist, resulting in profitability
and debt protection metrics that are substandard for the rating
level," said Standard & Poor's credit analyst Joshua Davis.

Revenues in the current quarter, ending March 31, 2003, are
expected to be $120 million-$130 million, down from $135 million
in the December 2002 quarter. CommScope's revenues have declined
fairly steadily each quarter from $248 million in the December
2000 quarter. Weak sales to domestic cable operators have been
the primary reason for the declines, but spotty demand from
local area network (LAN) and international customers has also
been a factor.

Standard & Poor's will meet with CommScope management to assess
the prospects that demand will recover in the company's key
markets and to consider other actions that will help improve
profitability.


CONSECO FINANCE: Pushing for Replacement DIP Facility Approval
--------------------------------------------------------------
The Conseco Finance Debtors seek the Court's authority to enter
into a Commitment Letter and pay an Interim Commitment Fee and
Expense Reimbursement to a new postpetition lender.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Doyle that the CFC Debtors obtained a commitment letter from a
syndicate of entities affiliated with Goldman Sachs Credit
Partners LP.  The Replacement DIP Lenders agree to extend
$845,000,000 in postpetition financing.

Mr. Sprayregen explains that the Replacement DIP Facility
secures postpetition financing through the confirmation of a
Plan, allows for extinguishment of existing DIP Credit
Facilities with FPS and Lehman Brothers and allows the CFC
Debtors to convert the Replacement DIP Facility into exit
financing to cover the post-confirmation period.  Indeed, to the
extent that existing DIP Facilities are in effect upon entry on
an Order approving the Replacement DIP Facility, the CFC Debtors
intend to terminate them by paying the balance in full.

According to Mr. Sprayregen, the Replacement DIP Facility is
critical to the Asset Sale process and operations thereafter.
All bids were due on February 24, 2003 and the CFC Debtors went
forward with the auction.  The Debtors received multiple bids.
The CFC Debtors want the freedom and range of options in the
event the auction did not yield reasonable value.  The ability
to borrow under the Replacement DIP Facility allows maximization
of alternative sale or restructuring options.  The CFC Debtors
have the support of the Official Committee of Unsecured
Creditors.

The salient terms of the Replacement DIP Facility are:

Borrowers:     CFC and Conseco Finance Credit Corp.

Commitment:    $845,000,000 facility
               $745,000,000 on a term loan basis
               $100,000,000 on a revolving basis

               CFCC will use $1,000,000 of the revolver to
               maintain its regulatory obligations to continue
               operations in New York State.

Interest
Rate:          10% annually or the Eurodollar Loan Rate plus an
               applicable margin depending on the date and
               amounts outstanding.

Term:          The earlier of:

               1) the Effective Date of a Plan filed by the
                  Holding Company Debtors; and

               2) June 30, 2003.

Asset Sale:    Proceeds from an Asset Sale, in excess of a
               predetermined amount, will be applied to prepay
               the Replacement DIP Facility.

Commitment
Fee:           $3,750,000

Expense
Reimbursement: $5,000,000

The Replacement DIP Facility may be converted into a standard
credit agreement post-confirmation if the outstanding principal
has been reduced to $350,000,000 and there are no outstanding
events of default.

At a hearing on February 26, 2003, Judge Doyle authorized the
Debtors to pay the Interim Commitment Fee and Expense
Reimbursement.  However, Judge Doyle has yet to approve the
terms of the Agreement.

                         Objection

Teachers Insurance and Annuity Association of America,
Metropolitan Life Insurance Company, Business Men's Assurance
Company of America, Deutsche Asset Management, Putnam
Investments and Northwestern Mutual Life Insurance Company,
individually and on behalf of other members of the Ad Hoc
Committee of Conseco Securitization Holders, ask the Court to
vacate or modify its Order approving the Commitment Letter and
payment of $8,750,000 in fees.

Daniel J. Carragher, Esq., at Day Berry & Howard, in Hartford,
Connecticut, contends that the Order was entered without proper
notice to his clients.  The Ad Hoc Committee did not receive
notice of the Debtors' Motion with any time to prepare a
response.  "This was not mere oversight, nor was it the
unavoidable product of an emergency," Mr. Carragher says.  The
Debtors managed to give notice and secure the attendance of
parties who were not interested in opposing the Motion.  Only
parties likely to object, like the Ad Hoc Committee and CFN,
were kept in the dark.  The Committee was indisputably
prejudiced by its inability to object.

Had the proper procedures been followed, Mr. Carragher asserts
that the Debtors' Motion would have been denied.  The Debtors
have not demonstrated how the Commitment Letter or the
$8,750,000 payment to Goldman Sachs would likely to benefit the
estate.  Mr. Carragher believes that the payment does not
reflect expenses incurred by Goldman Sachs.  "Instead, it serves
to relieve some of the B-2 holders of private debts they
incurred via their own retention of Goldman," Mr. Carragher
says.  Discovery is necessary to clarify this situation, Mr.
Carragher contends.

Furthermore, Mr. Carragher continues, the Debtors failed to
demonstrate that the Goldman transaction is the best available
financing alternative.  Given the sparse details in the Debtors'
Motion, it is impossible to evaluate whether the deal is worth
pursuing via a commitment letter.  Without the merits of the
Motion on the table, there is no way any party can sanction the
$8,750,000 payment from the estate. (Conseco Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: CIHC Wants Approval of U.S. Bank Pledge Agreement
--------------------------------------------------------------
Conseco Inc., and its debtor-affiliates ask Judge Doyle to
authorize CIHC to enter into a pledge agreement and replacement
letter of credit with U.S. Bank.

On March 19, 2002, Conseco entered into a $3,000,000 letter of
credit agreement with U.S. Bank in Bank One's favor.  Bank One
acts as the Debtors' automated clearing house processing bank
for payments and collections.  Automobile Underwriters
Incorporated, a non-debtor subsidiary of CIHC, pledged
$3,300,000 to secure the letter of credit.

At Bank One's request, U.S. Bank increased the letter of credit
to $5,000,000 and AUI pledged an additional $2,200,000.  This
amended letter of credit expires on March 31, 2003.  Bank One
informed the Debtors that it will not continue to act as its
processing bank after this date unless the Debtors enter a new
letter of credit agreement.  U.S. Bank has indicated that it
will not renew the existing letter of credit agreement.
However, U.S. Bank will issue a replacement letter of credit
when the Debtors receive the necessary Court authority.

The replacement letter of credit has the same terms as the
original, save two provisions.  First, U.S. Bank will issue the
replacement letter of credit to CIHC rather than Conseco.  This
suits the Debtors fine since CIHC has a closer relationship to
the non-debtor insurance company subsidiaries than any other
Debtor.  Second, to induce U.S. Bank to issue the replacement,
CIHC, rather than AUI, will execute a pledge agreement with U.S.
Bank.  CIHC will agree to reimburse U.S. Bank for any amounts
drawn under the replacement and will deposit with U.S. Bank
$5,500,000 to secure reimbursement obligations. (Conseco
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


CORUS GROUP: S&P Cuts L-T Ratings to BB- after Failed Asset Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on U.K.-based
steel consortium Corus Group PLC and related entities to 'BB-'
from 'BB'. The ratings remain on CreditWatch with negative
implications, where they were placed on March 12, 2003.

"The downgrade follows the announcement that the group will not
be allowed to proceed with the sale of its Dutch aluminum
division to Pechiney SA of France, as had been previously
expected, following internal dissension at Corus," said Standard
& Poor's credit analyst Olivier Beroud.

Standard & Poor's will continue to monitor the situation to
determine whether the group is likely to obtain an extension, or
renewal, of its key ?1.4 billion ($1.5 billion) bank line, which
matures in January 2004. The group's failure to dispose of its
aluminum division will undoubtedly be a set back in its
negotiations concerning this bank line. Any future rating
actions, which could be by one or more notches, will depend on
the following factors:

     -- Whether the sale of the aluminum assets to Pechiney will
eventually be allowed to go ahead or whether the group will be
forced to break up following the internal dissensions that have
led to the disposal being blocked.

     -- Whether Corus will manage to meaningfully extend its
short-term bank lines--which currently expire in January 2004--
or replace them with long-term financing and, therefore, ease a
liquidity situation that could become constrained.

     -- Whether Corus can generate enough free operational cash
flows in 2003 and beyond to cover its capital expenditures,
dividends, interest, and taxes.

Although Standard & Poor's expects that Corus will continue to
lag its main European competitors in terms of margins and return
on capital, the group will benefit from favorable steel prices
and the continual strength of the euro in first-half 2003. The
ratings on the group reflect Corus' weak business position,
despite its continuous efforts and progress in the restructuring
of its U.K. and European operations.

Standard & Poor's will meet with the management of Corus in the
coming weeks to discuss the issues mentioned above in an effort
to resolve the CreditWatch status.


DIXIE: Settles $50-Mil. in Obligation to Ex-Fabrica Shareholders
----------------------------------------------------------------
The Dixie Group, Inc., (Nasdaq/NM:DXYN) has issued $37.0 million
of senior term notes, due May 2007, amended its senior credit
facility, and settled the $50.0 million obligation that was due
in April 2003 to the former shareholders of Fabrica.

The amended senior credit facility provides revolving credit of
up to $90 million, a $38.4 million term loan, and additional
borrowing availability under the Company's borrowing base. After
completing the transactions, including payment of the Fabrica
obligation, the Company's unused borrowing capacity under its
new credit arrangements was approximately $19.4 million.

Dixie's Chairman and Chief Executive Officer Daniel K. Frierson
said, "Completing this financing improves our financial
flexibility and will allow us to devote more of our energy to
our operations. While we will continue to reduce debt, we now
can focus more intently on profitably growing our business."

The Dixie Group -- http://www.thedixiegroup.com-- is a leading
carpet and rug manufacturer and supplier to higher-end
residential and commercial customers serviced by Masland Carpets
and Fabrica International, to consumers through major retailers
under the Dixie Home and the Bretlin brands, and to the factory-
built housing and recreational vehicle markets through Carriage
Carpets. Dixie's Candlewick Yarns serves specialty carpet yarn
customers.

                         *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating for carpet and rug manufacturer The Dixie Group
Inc., to single-'B'-minus from single-'B'.


EAGLE-PICHER INDUSTRIES: S&P Affirms 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 Nov. 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, Ariz.-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, U.K. 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.


ELCOM INT'L: Says Current Funds Sufficient Only Until June/July
---------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), announced
operating results for its fourth quarter and fiscal year ended
December 31, 2002. The Company's audited Financial Statements
will be filed with the Company's Annual 2002 Report on Form 10-K
on or about March 13, 2003.

As a result of the sale of the Company's United Kingdom
information technology products business in December 2001 and
the sale of certain assets and the assignment of the Company's
United States IT Products and services business in March 2002,
the attached income statement, balance sheet information and
financial summary table have been prepared giving effect to the
financial reporting requirements for discontinued operations,
pursuant to which all historical results of the IT Products and
services businesses are included in the results of discontinued
operations for all periods presented. As a result, net sales,
gross profit (loss), operating loss and net loss from continuing
operations only reflect the Company's ongoing U.S. and U.K.
eProcurement and eMarketplace technology licensing and
consulting businesses.

In order to assist stockholders to better assess its progress,
the Company has included a summary financial table, reflecting
2002 sequential quarterly information from continuing
operations, in the Fairness Disclosure section. Please reference
this table in the Fairness Disclosure section for a sequential
quarterly summary of revenues and expenses from continuing
operations.

Net sales from continuing operations for the quarter ended
December 31, 2002, which represented eSourcing technology
license and related fees, were $1.7 million compared to $3.2
million in the comparable quarter of 2001, a decrease of $1.5
million or 47%. Net sales in the 2002 quarter included $1.4
million in license and professional service fees related to the
Company's Government of Scotland PECOS Internet Procurement
Manager system, the majority of which had been previously
recorded as deferred revenue at September 30, 2002. The Scottish
Government License agreement was signed in November 2001 and did
not impact the comparable 2001 quarter's financial results. Net
sales in the 2001 quarter included $2.9 million arising from a
one-time sale of proprietary software to Elcom Information
Technology Limited, an a company formed by former members of the
Company's U.K. IT Products remarketing business which also
acquired the Company's U.K. IT Products reseller business on
December 31, 2001. At December 31, 2002, the Company had
recorded $0.3 million of deferred revenue related to the
Scottish Government License, compared to $1.6 million as of
September 30, 2002. The Company expects to recognize the
majority of this deferred revenue in its fiscal first and second
quarters of 2003. The Company anticipates that revenues for the
first quarter of 2003 will be lower than that recorded in the
fourth quarter of 2002.

For the year ended December 31, 2002, the Company recorded net
sales from continuing operations of $4.8 million compared to
$4.2 million in 2001 period, an increase of $0.6 million, or
15%. Included in the $4.8 million of net sales in 2002 were $3.5
million in license and professional service fees related to the
Scottish Government License. Net sales in the 2001 fiscal year
included $2.9 million arising from a one-time sale of
proprietary software to Elcom Information Technology Limited, as
discussed elsewhere herein.

For the quarter ended December 31, 2002, gross profit from
continuing operations was $1.5 million compared to $2.9 million
reported for the quarter ended December 31, 2001. The higher
gross profit recorded in the 2001 quarterly period compared to
the 2002 quarterly period reflects the higher license and
related fees in the 2001 quarterly period. For the year ended
December 31, 2002, the Company recorded a gross profit of $3.7
million, compared to a gross profit of $2.9 million in the year
ended December 31, 2001, an increase of $0.8 million or 28%.
Cost of sales in the 2002 annual period included $423,000 of
amortized software costs and maintenance-related expenses and
$131,000 of salary-related expenses, which were incurred in
various PECOS implementations. In the comparable 2001 annual
period, amortized software costs and maintenance-related
expenses amounted to $446,000 with no significant
implementation-related costs.

The Company reported an operating loss from continuing
operations of $1.3 million for the quarter ended December 31,
2002 compared to a loss of $1.2 million reported in the
comparable quarter of 2001, a decrease of $0.1 million, or 7%.
This increased operating loss from continuing operations in the
fourth quarter of 2002 compared to the 2001 quarter results from
a decrease in gross profit of $1.4 million offset by operating
cost savings, of $1.3 million, associated with numerous cost
containment measures taken throughout 2002 that more than offset
the lower revenue recorded in the 2002 fourth quarter compared
to the 2001 fourth quarter. In the three month period ended
December 31, 2002, the Company recorded a $1.1 million reduction
in selling, general and administrative expenses. The Company's
on-going cost containment measures were designed to better align
its infrastructure costs with lower than anticipated technology-
related revenues due to the continuing soft economy. The
principal reductions in SG&A expenses in the fourth quarter of
2002 compared to the fourth quarter of 2001 resulted from
reductions in personnel and depreciation expense. The Company's
operating loss for continuing operations for the year ended
December 31, 2002 was $10.4 million compared to $23.4 million
for the same period last year, a reduction of $13.0 million, or
55%. As well as recording higher revenues in the year ended
December 31, 2002 compared to the 2001 period, the Company
reduced its SG&A expenditures by $10.7 million, a reduction of
45%, reflecting the Company's on-going cost containment measures
described above.

The Company recorded a net loss from continuing operations for
the 2002 fourth quarter of $1.6 million, compared to a net loss
from continuing operations of $1.3 million in the fourth quarter
of 2001, an increase of $0.3 million, or 25%. The net loss from
continuing operations for the year ended December 31, 2002 was
$9.7 million as compared to $23.5 in the prior year, an
improvement of $13.6 million, or 59%.

The Company reported a net profit from discontinued operations
of $0.6 million in the fourth quarter of 2002, compared to a net
loss from discontinued operations in the comparable 2001 quarter
of $1.8 million. The net loss from discontinued operations for
the year ended December 31, 2002 was $0.8 million as compared to
a profit of $0.8 million for the prior year. Included in
discontinued operations were the financial results related to
the divested IT Products and services business in the U.S. and
the IT Products business in the U.K.

In the fourth quarter of 2002, the Company recorded a net gain
resulting from the divestiture of its U.S. IT Products and
services business in March 2002 of $21,400, specifically related
to the release of certain contingent sale proceeds previously
held in escrow. In the comparable 2001 quarter, the Company
recorded a gain on the sale of discontinued operations (net of
tax) from the sale of its U.K. remarketing business of $2.7
million. The gain from the disposal of discontinued operations
(net of tax) for the year ended December 31, 2002 was $1.1
million compared to a gain of $2.7 million for the year ended
December 31, 2001. The 2002 gain of $1.1 resulted from the sale
of the Company's U.S. IT Products and service business while the
2001 gain of $2.7 million resulted from the sale of the U.K. IT
Products reseller business.

The Company's 2002 fourth quarter net loss from total operations
(includes both continuing and discontinued operations) was $0.9
million compared to a loss of $0.4 million in the 2001 quarter.
Basic and diluted net loss from continuing operations per share
for the fourth quarter of 2002 were $0.05, compared with a basic
and diluted net loss from continuing operations per share of
$0.04 in the fourth quarter of 2001. The Company recorded a net
loss from total operations of $9.6 million in the year ended
December 31, 2002 compared to a net loss from total operations
of $19.9 million in 2001, an improvement of $10.3 million, or
52%. Basic and diluted net loss from continuing operations per
share for the year ended December 31, 2002 and 2001 were $0.32
and $0.76, respectively.

The Company's cash and cash equivalents as of December 31, 2002
were $2.3 million. Other than finance leases incurred in the
normal course of business, the Company has no outstanding debt.
Although the Company recorded a net loss of $0.9 million for the
quarter ended December 31, 2002, cash and cash equivalents
decreased by $1.6 million between September 30, 2002 and
December 31, 2002.

The Company's December 31, 2002 balance sheet shows a working
capital deficit of about $500,000, while total shareholders'
equity has shrunk to about $1.6 million from about $11 million
at the year-ago date.

Although the Company recorded a net loss from total operations
of $9.6 million for the year ended December 31, 2002, cash and
cash equivalents decreased by $8.5 million between December 31,
2001 and December 31, 2002. The principal differences between
the net loss and the decrease in cash and cash equivalents
during the period were due to the Company's recording non- cash
expenses of $3.3 million, offset by proceeds from the sale of
the US reseller business of $2.1 million.

Robert J. Crowell, Chairman and CEO stated, "After over one year
of effort and continual cost containment, the Company has
created a new operating and financial structure based on a
variable fee license model. The Company has three variable fee
eMarketplace agreements in place, one of which became
operational in February, 2003 and two of which are expected to
become operational in March, 2003. The Company's new operating
and financial model is based on transaction or user-oriented
'variable' fees which are a function of volume or usage, rather
than a straight license fee and associated monthly hosting and
other fees. This allows the Company to share in the growth of
individual eMarketplaces over the years and creates a
predictable and continually expanding revenue stream. With three
agreements in place, and two more initiatives in discussions, we
believe these variable fee-type agreements and initiatives have,
combined with our ongoing cost containment programs, created a
new operating engine to allow the Company to expand during 2003
and beyond."

Mr. Crowell continued, "The Company has several options to raise
additional working capital in the near term. Although the
markets continue to be difficult, we anticipate that one of our
clients will generate a significant license fee in the very near
future. With that cash in place, the Company expects to have
sufficient funds until June/July. I believe this additional
working capital, in conjunction with the Company's new operating
model and low stock price, will make investing in the Company a
very attractive proposition."

As evidenced by the continued reduction in SG&A expenditures in
the fourth quarter of 2002, the Company's implementation of cost
containment programs has significantly reduced its expenses and
cash requirements from previous levels. Improvements in revenues
and operating results from continuing operations in future
periods will depend on the Company's ability to generate
additional license fees. The Company continues in its efforts to
seek a strategic partner or investor(s) for the purpose of
raising additional capital. Alternatively, the Company may seek
to sell certain assets and/or rights to its technology in
certain specific vertical markets and/or geographies. The
Company believes that it has sufficient liquidity to fund
operations into April 2003 without additional working capital
becoming available. See the Risk Factors in the Company's 2002
Annual Report on Form 10-K.

The Company wishes to inform its stockholders that no additional
agency licenses were signed under the Scottish Executive license
during the period January 1, 2003 through March 13, 2003.
Management believes this is due in part to the upcoming
elections in Scotland in May. The Company also believes that
activity will accelerate in various agencies after the
elections.

Elcom International, Inc., (OTC Bulletin Board: ELCO) is a
leading international provider of remotely-hosted eProcurement
and private eMarketplace solutions. Through its elcom, inc.
subsidiary, Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises
of all sizes to realize the many benefits of eProcurement
without the burden of significant infrastructure investment and
ongoing content and system management. PECOS Internet
Procurement Manager, elcom, inc.'s remotely-hosted eProcurement
and eMarketplace enabling platform was the first "live"
remotely-hosted eProcurement system in the world. Additional
information can be found at http://www.elcominternational.com


ENCOMPASS SERVICES: Court Okays Receivable Collections Program
--------------------------------------------------------------
At present, Encompass Services Corporation and its debtor-
affiliates are owed substantial amounts for unpaid services
rendered to customers.  Experience suggests that the longer the
accounts receivable remain outstanding, the more difficult they
become to collect and the greater the likelihood that they will
never be collected.  Accordingly, the Debtors anticipate that
their accounts receivable will decrease in value as they age.

In addition to the usual difficulties associated with
collections, the Debtors discovered that due to an overall
decline in employee morale, and the expected sale of many of the
their operating companies, their employees haven't adequately
focused their energies on collecting outstanding accounts
receivable on behalf of the estates.

In an effort to remedy this circumstance and to provide
appropriate incentives, the Debtors, with the consent of their
prepetition and postpetition secured lenders, have adopted the
Collections Program.

                    The Collections Program

Designed to facilitate the effective collection of the Debtors'
outstanding accounts receivable, Lydia T. Protopapas, Esq., at
Weil, Gotshal & Manges LLP, in Houston, Texas, reports that the
Collections Program will incentivize employees to collect a
greater percentage of outstanding accounts receivable.

The Debtors will continue to experience significant harm as a
result of their difficulties in collecting amounts properly owed
to them, if the Collections Program is not implemented.

The Collections Program, effective January 1, 2003 through
April 30, 2003, discloses that the Debtors intend to provide
incentive compensation to:

    (a) the personnel on the ESR Collections Task Force;

    (b) the Debtors' regional operating vice presidents; and

    (c) designated key regional finance personnel

Ms. Protopapas notes that the Collections Program is comprised
of two component parts:

  1. PART A -- designed to incentivize collections of accounts
               receivable under 90 days past due;

            -- effective January 10, 2003 through April 11,
               2003;

            -- provides that for every five percent that is
               collected above the forecasted cash receipts
               shown in the Debtors' approved thirteen-week cash
               flow forecast, $100,000 will be added to a pool
               of funds which will later be distributed to
               qualified Program Participants provided that the
               amount will be limited to a maximum of $500,000
               over the life of the Collections Program.

  2. PART B -- designed to incentivize collections of accounts
               over 90 days past due;

            -- effective January 1, 2003 through April 30, 2003;

            -- provides that for every accounts receivable
               dollar collected that is more than 90 days past
               due as of December 31, 2002, ten percent of the
               accounts receivable collected will be added to a
               pool of funds which will later be distributed to
               qualified Program Participants, up to a maximum
               of $2,000,000 over the life of the Collections
               Program.

It is critical that the Debtors incentivize the Program
Participants and be permitted to pay these Program Participants
for their efforts in the ordinary course of business to provide
sufficient motivation.  Furthermore, it is more cost efficient
for the Debtors to incentivize the Program Participants through
the Collections Program rather than to hire additional personnel
specifically to perform the collections function, for whom the
Debtors would be required to provide compensation and benefits
to perform these tasks.

Moreover, the estates, creditors, and parties in interest will
not receive the benefit of additional fund contributions to the
estates from which to satisfy existing obligations.

                        *     *     *

Accordingly, the Court approved the Debtors motion on an interim
basis. (Encompass Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: EOP Wants to Defer Payments to Preserve Set-Off Rights
-------------------------------------------------------------
Pursuant to Sections 105(a), 363(e), 542(b) and 553(a) of the
Bankruptcy Code, EOP Operating Limited Partnership seeks the
Court's authority to defer payments to Enron Energy Services,
Inc. to preserve its rights of set-off and recoupment with
respect to certain prepetition amounts that may be owing to
EESI.

Andrew P. Lederman, Esq., at Sonnenschein Nath & Rosenthal, in
New York, relates that EOP and EESI entered into:

  (a) an Electric Energy Services and Sales Agreement for the
      state of Massachusetts on May 11, 2001 -- the MA Contract;

  (b) an Electric Energy Services and Sales Agreements for the
      State of Illinois on April 18, 2001 -- the IL Contract;

  (c) an Electric Energy Services and Sales Agreements for the
      State of New York on April 18, 2001 -- the NY Contract;

  (d) a Master Electric Energy Services and Sales Agreement
      dated June 29, 2001 pursuant to which EESI agreed to
      provide electric energy and billing services to EOP
      facilities in California -- the CA Contract;

  (e) a Master Electric Energy Services and Sales Agreement
      dated June 29, 2001, pursuant to which EESI agreed to
      provide electric energy and billing services to California
      facilities owned by Spieker Properties, LP, a predecessor-
      in-interest to EOP -- the Spieker Contract; and

  (f) a Retail Power Sales Agreement dated March 24, 1998,
      pursuant to which EESI, as successor-in-interest to PG&E
      Energy Services Corporation, agreed to provide electric
      energy services to EOP facilities in California.

Mr. Lederman informs the Court that in the course of reviewing
and reconciling payments that EOP has made on invoices EESI
issued under the six contracts, EOP discovered that EESI
overbilled them and consequently made substantial overpayments:

    -- $123,594 on the IL Contract;

    -- $1,384,059 on the MA Contract; and

    -- $181,476 on the NY Contract.

Pursuant to the IL, MA and NY Contracts, EOP is entitled to
offset this overpayment claim against amounts that may remain to
be paid by EOP.  Moreover, EOP is also entitled to offset and
recoup against EESI on its $3,923,995 additional claim arising
out of the three CA Contracts.

Under the CA and Spieker Contracts, EESI was to provide Direct
Access Services to EOP.  The California Direct Access Program
enabled electric power customers, including EOP, to select
electric power providers like EESI, instead of traditional
utility providers, and to obtain overall pricing significantly
lower than that available from traditional utility providers.

EOP learned that approximately 30% -- by kilowatt volume -- of
its California facilities that should have been on Direct Access
are still not on Direct Access and that other accounts were
finally put on Direct Access Service only on an untimely basis.
Thus, Mr. Lederman asserts, EOP is entitled to offset and recoup
this claim for failure to provide Direct Access Services against
amounts remaining to be paid by EOP to EESI.

"EOP is owed $5,613,124 by EESI," Mr. Lederman concludes.
However, EOP may owe EESI an amount in excess of what EESI owes
EOP.  Thus, to preserve set-off and recoupment rights, the Court
should preserve EOP's rights and allow it to defer any payments
due to EESI up to the amount of its Proof of Claim until the
Claim is resolved.

If necessary, Mr. Lederman proposes that EOP will place amounts
it determines, based on the ongoing reconciliation process, to
be due to EESI into an interest bearing escrow account pending
resolution of EOP's Proof of Claim.  The escrow account would
serve as adequate protection for the setoff and recoupment
rights and preserve the secured position of EOP's claim pending
the claim resolution.

According to Mr. Lederman, the Court should grant the Debtors'
because:

  (a) Section 553(a) of the Bankruptcy Code preserves set-off
      rights that exist under applicable non-bankruptcy law, in
      this case, the Contracts;

  (b) the mutual debts owing between EOP and EESI satisfy the
      required elements of set-off; and

  (c) EOP has valid set-off rights against EESI with respect to
      their reciprocal prepetition obligations. (Enron
      Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)

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


EPICEDGE: Commenced Trading on Pink Sheets Effective March 13
-------------------------------------------------------------
EpicEdge, Inc. (OTC: EPED), an information technology consulting
firm, announced that trading in its common stock on the Pink
Sheets commenced on March 13, 2003. The Company's common stock
is now trading under the symbol "EPED." To view a last sale
price or for more information, see http://www.pinksheets.com

EpicEdge, Inc., whose September 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $11 million, is an
information technology consulting firm that helps state and
local government agencies, as well as commercial enterprises,
meet their business goals through implementation and support of
client/server and Internet-enabled PeopleSoft enterprise
resource planning software applications, custom Web application
development, and strategic consulting. We deliver successful IT
project-based services by combining the elements of market-
leading products, highly skilled technical personnel, and proven
project methodologies. Our business technology solutions help
clients maximize ROI and lower their total cost of ownership.


EXIDE TECH.: Court Approves Bayard as Co-Counsel for Committee
--------------------------------------------------------------
The Official Committee Of Unsecured Creditors of Exide
Technologies and its debtor-affiliates obtained the Court's
authority to retain The Bayard Firm as special litigation co-
counsel, nunc pro tunc to January 13, 2003.

The Bayard Firm will serve as the Committee's Delaware special
litigation counsel to assist Sonnenschein.

The Bayard Firm's hourly rates range from:

        Directors                      $350 - 475
        Associates                      180 - 325
        Paralegals and Assistants        80 - 130
(Exide Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FAIRFAX FIN'L: AM Best Hatchets Various Fin'l Strength Ratings
--------------------------------------------------------------
A.M. Best Co., has affirmed the various financial strength
ratings of the operating subsidiaries of Fairfax Financial
Holdings Limited (Toronto, Canada) (NYSE: FFH), with the
exception of TIG Insurance Group, which was lowered to B+ (Very
Good) from B++ (Very Good).

Concurrently, the senior debt rating of Fairfax was lowered to
"bb+" from "bbb-", the senior notes of TIG Holdings were lowered
to "bb-" from "bb+" and the capital securities of TIG Capital
Trust I were lowered to "b+" from "bb". The outlook on all
ratings is negative.

These rating actions are the result of a comprehensive review of
Fairfax and each of its insurance and reinsurance subsidiaries
including ORC Re, its Dublin reinsurance subsidiary.

The downgrade of Fairfax's debt ratings was based on the
decreased flexibility in the company's cash flows, diminished
refinancing options and reliance upon the non-public markets for
refinancing to maintain holding company liquidity. Management
has historically utilized the non-public markets to create
options to provide several avenues to liquidity. As such,
Fairfax has been in a position over the past few years to
provide capital to its subsidiaries and to meet corporate
obligations without heavily relying on subsidiary dividends.
However, reliance upon non-public markets, sale of assets,
realized investment gains, uncertain future liquidity and the
potential for unforeseen financial shocks warrant debt ratings
below the investment grade level.

Currently, the capital levels of each of Fairfax's operating
companies meet or exceed the level commensurate with their
financial strength ratings. No additional operating capital
requirement is anticipated in 2003 if premium growth projections
are maintained.

The lowering of TIG's financial strength rating reflects the
ultimate run-off nature of the restructured operation. There are
currently ongoing books of profitable business within TIG, which
A.M. Best anticipates will be moved to other Fairfax
subsidiaries within the next twelve months. Further, A.M. Best
believes that Fairfax will continue to meet its obligations
without compromising the capital levels of the subsidiaries.

Fairfax maintained approximately C$500 million of holding
company cash at year-end 2002 and anticipates additional cash
flow, including subsidiary dividends sufficient to cover all of
its corporate obligations in 2003. The subsidiaries relied upon
for these dividends include the Canadian companies and ORC Re.
A.M. Best believes that ORC Re maintains some dividend capacity
while continuing to maintain adequate capital for its combined
run-off operations. Furthermore, Fairfax maintains C$740 million
of bank lines, of which C$386 million is used for internal
letters of credit; however, these bank lines decline to C$528
million by September 30, 2003. Fairfax's obligations in 2003
will consume most of the cash if maturing debt and other
obligations are not refinanced. Financing obligations will
decrease considerably in 2004 to approximately C$350 million and
will include no external debt maturities. Management's corporate
policy of maintaining C$500 million of cash at year-end will
most likely require utilizing certain private financing options
and/or refinancing its foreign exchange contracts and 7.75%
notes due December 2003. The additional sale of select assets is
also considered an option.

A.M. Best has performed a comprehensive review of the assets,
capital, cash flows and reinsurance provisions and protections
of Dublin-based ORC Re. The company was originally established
to provide acquisition financing to Fairfax Inc., a downstream
U.S.-based holding company and immediate parent of all the U.S.
operating subsidiaries. This structure has provided ORC Re with
a substantial flow of funds since 1997, a portion of which
remains in its capital base. ORC Re subsequently became the
consolidating entity of Fairfax's European run-off operations
and is currently the provider of financial and internal
reinsurance to the U.S. operating companies. Additionally,
certain third-party reinsurance transactions with U.S. operating
companies were novated to ORC Re. The cash flows, discount rates
of the run-off operations and reinsurance contracts appear
reasonable, and capital levels are sufficient to provide Fairfax
with dividend capacity in 2003. However, dividend capacity
beyond 2003 will vary depending upon run-off of the reserves and
reported earnings. Finally, ORC Re's reserves are protected by
the US$267 million remaining under the US$1 billion Swiss Re
adverse development cover that was put into place in May 1999.

A.M. Best believes that the respective management teams at each
of Fairfax's ongoing operating subsidiaries have made
considerable progress in improving operating fundamentals. The
consolidated combined ratio for 2002 was favorable at 100.1%,
including 95.8% for the Canadian companies, 106.0% for TIG
ongoing operations and 99.1% for Odyssey Re. In particular, Crum
& Forster's reported results for 2002 at a 103% combined ratio
are a noticeable improvement over the 131% reported in 2001.
A.M. Best believes that Crum & Forster's well regarded
management team has made significant progress in stabilizing the
balance sheet and re-focusing operations on underwriting
profitability. A.M. Best's ratings on these companies are
prospective, and it anticipates further improved 2003 combined
ratios at or below 100% for ongoing operations.

A.M. Best capital models for each of Fairfax's subsidiaries have
been stressed to consider the potential for varying degrees of
loss reserve deficiencies, catastrophe losses and certain asset
impairments. The capital levels also include significant
remaining reinsurance protections for Crum & Forster totaling
USD 285 million, while TIG is protected with a USD 300 million
adverse development cover currently provided by ORC Re. A.M.
Best recognizes that while Fairfax's heavy reliance upon third-
party reinsurance provides some short-term capital relief,
future earnings could be constrained by the resulting decrease
in investment income, placing heavy reliance upon producing
combined ratios below 100%. Nonetheless, on a consolidated
basis, Fairfax's capital level more than adequately supports the
affirmation of the financial strength ratings.

A.M. Best believes that Fairfax's long history of positive
investment performance may be difficult to duplicate in 2003,
since realized capital gains for the most part have been
harvested. However, 75% of invested assets are currently
invested in Treasuries, providing management the agility to
benefit from future investment opportunities. In addition, the
retention of interest rate put options can partially protect
2003 investment performance.

Fairfax maintains C$13 billion of reinsurance recoverables
covered by C$4.6 billion of security held, while a reserve of
C$970 million has been set up against the remaining C$8.4
billion. Fairfax maintains significant exposure to recoverables,
although the company's ceded leverage (after accounting for
security held and reserves) is about the same as the commercial
lines industry at 1.8 times when measured against operating
capital at the subsidiary level. However, recoverables
(including those of the run-off operations) are under the
control of RiverStone Management, an internal group of
professionals dedicated and experienced in recovery. RiverStone
has proven its skills in the successful run-off of International
Insurance Company, acquired in 1997 from Talegen to manage the
run-off of various European subsidiaries since 1999 and which
now has responsibility for the run-off operations of the merged
TIG/IIC.

The negative outlook on all of Fairfax's ratings is due to
constrained financial flexibility of the holding company to meet
any unforeseen capital needs. Fairfax currently maintains a
number of private market financing options; however, those
options are not unlimited. Should Fairfax utilize its existing
private market options to replenish the CAD 500 million of
holding company liquidity in 2003, its future financing options
to maintain balance sheet quality and financial strength
ratings, if required, would be diminished. Conversely, should
Fairfax's operating subsidiaries meet or exceed 2003 projections
and holding company liquidity and financial leverage improves,
A. M. Best will reevaluate its current rating outlook.

For a complete listing of Fairfax's financial strength and debt
ratings, please visit
http://www.ambest.com/press/031402fairfax.pdf

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


FEDERAL-MOGUL: Dimensional Fund Discloses 3.12% Equity Stake
------------------------------------------------------------
In a February 3, 2003 regulatory filing with the Securities and
Exchange Commission, Dimensional Fund Advisors Inc. discloses
that it beneficially owns 2,578,400 shares of Federal-Mogul
Corporation, in its role as investment advisor or manager.  This
represents 3.12% of all shares Federal-Mogul issued.

Dimensional Fund's Vice President and Secretary, Catherine L.
Newell, however, emphasizes that the Federal-Mogul common stocks
are owned by certain investment companies, trusts and accounts.
Dimensional furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940,
and serves as investment manager to certain other commingled
group trusts and separate accounts.  Dimensional is a Delaware
corporation and an investment advisor as defined in Section
240.13d-1(b)(1)(ii)(E) of the Securities and Exchange Act and
registered under Section 203 of the Investment Advisors Act of
1940.

According to Ms. Newell, "all securities reported are owned by
advisory clients of Dimensional Fund Advisors, no one of which,
to the knowledge of Dimensional, owns more than 5% of the class.
Dimensional disclaims beneficial ownership of all such
securities." (Federal-Mogul Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FISHER COMMS: Elects Jerry A. St. Dennis as New Board Member
------------------------------------------------------------
Fisher Communications' (Nasdaq:FSCI) directors elected Jerry A.
St. Dennis a director of the company.

Commenting on the election, Donald G. Graham, Jr., Chairman of
the Board, said that St. Dennis, who is associated with Cascade
Investment, L.L.C., brings to the Fisher Board an extensive
background in business, finance and investment management.

St. Dennis is a member of the class of directors that will be
presented for election at the annual meeting of shareholders to
be held on April 24, 2003.

Fisher Communications, Inc., is a Seattle-based communications
and media company focused on creating, aggregating, and
distributing information and entertainment to a broad range of
audiences. Its 12 network-affiliated television stations are
located in the Northwest, and its 28 radio stations broadcast in
Washington, Oregon, and Montana. Other media operations include
Fisher Entertainment, a program production business, as well as
Fisher Pathways, a satellite and fiber transmission provider,
and Fisher Plaza, a digital communications hub located in
Seattle.

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

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


GENUITY INC: Earns Nod to Reject Four Leases and One Sublease
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained the
Court's authority to reject these unexpired leases of non-
residential real property:

    Landlord                   Location
    ------------------------   ----------------------------
    CEP Second St. Investors   San Francisco, California
    Robert C. Samuel           Mercer Island, Massachusetts
    Polaris Ventures IV Ltd.   Columbus, Ohio
    Sun Life Assurance Co.     Alpharetta, Georgia

The Debtors also obtained Judge Beatty's permission to reject
the sublease entered into with the French American Schools of
Puget Sound for the Mercer Island leased location.

Erin T. Fontana, Esq., at Ropes & Gray, in Boston,
Massachusetts, informs the Court that the Leases have been
excluded from the Asset Purchase Agreement and therefore, are
not subject to assumption and assignment to Level 3.  In
addition, in light of their intent to liquidate any remaining
assets not subject to the sale to Level 3, the Debtors have
determined that the Leased Premises are unnecessary to their
ongoing business operations.

The Debtors have already vacated all of the Leased Premises,
although some furniture, equipment and other personal property
may remain.  Because the Leased Premises are unnecessary to the
Debtors' ongoing operations, the $196,824 monthly rental
payments under the Leases constitute an unnecessary financial
drain on the Debtors' estates.

According to Ms. Fontana, the Debtors are not party to any
sublease in connection with the Lease pertaining to the premises
located at 303 Second Street, San Francisco, CA; 8800 Lyra
Drive, Columbus, Ohio, or 3650 Mansell Road, Alpharetta, GA.
The Debtors' aggregate monthly rent obligation under the Lease
pertaining to these Leased Premises is $184,387.  The Debtors do
not believe that they could obtain any value from assuming and
assigning these Leases to a third-party.

With respect to the subleased Premises, Ms. Fontana relates that
the monthly revenue generated by the Debtors pursuant to their
sublease of these premises is equal to the monthly rental
obligations under the Lease.  Accordingly, the Debtors would be
unable to obtain any value for this Lease by assumption and
assignment to the sublessee.  In addition, the Debtors also
believe that they would be unable to obtain any value for this
Lease by assumption and assignment to third parties.

The Debtors have already sent each affected landlord a letter
notifying the landlords of the intended rejection.  The keys, if
any, to each of the Leased Premises have been or will be
returned to the landlords by separate letter or by hand delivery
as soon as the Debtors sell, abandon and remove any remaining
Personal Property from the Leased Premises. (Genuity Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GOODMAN FIELDER: S&P Lowers Long-Term and Debt Ratings to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Goodman Fielder Ltd., and the rating
on the company's debt issues to 'B+' from 'BBB+'. At the same
time, the 'A-2' short-term rating on the company was withdrawn.
The long-term rating remains on CreditWatch with negative
implications.

Goodman is a diversified food and ingredients manufacturer
focused principally on the Australian market. Its business units
cover a wide range of packaged food and ingredient products.

This rating action follows Burns, Philp & Co. Ltd.'s (Burns
Philp, B+/Watch Neg/-) move to make its A$2 billion
predominantly debt-funded bid for Goodman Fielder unconditional
and final, and Goodman's agreement to provide Burns Philp with
board representation. Burns Philp raised its final offer price
to Goodman shareholders to A$1.635 (after dividends) from
A$1.615. "The rating on Goodman will now track the rating on its
majority shareholder, Burns Philp, whose shareholding was 54.29%
at March 14, 2003," said Lucie Kistler, rating specialist,
Corporate & Infrastructure Finance Ratings.

Burns Philp's rating remains on CreditWatch with negative
implications, where it was placed on Dec. 13, 2002, following
the announcement of the Goodman transaction. The CreditWatch on
Goodman and Burns Philp will be resolved when the transaction is
completed. "The rating will be evaluated in the context of the
substantial increase in Burns Philp's debt load and the
significant integration risks associated with an acquisition of
this size," Ms. Kistler said.


GREAT ATLANTIC: Selling New England Stores to GU Family Markets
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company (NYSE:GAP) announced an
agreement to sell eight stores in northern New England to GU
Family Markets.

Completion of the transaction is subject to customary conditions
and reviews.

The Company said that when completed, the transaction will
conclude A&P's previously announced divestiture of operations in
northern New England.

Founded in 1859, A&P was one of the nation's first supermarket
chains, and is today one of North America's largest. The Company
currently operates approximately 690 stores in 15 states, the
District of Columbia and Ontario, Canada under the following
trade names: A&P, Waldbaum's, The Food Emporium, Super Foodmart,
Super Fresh, Farmer Jack, Kohl's, Sav-A-Center, Dominion, The
Barn Markets, Food Basics and Ultra Food & Drug. The Company
also manufactures and distributes the Eight O'Clock line of
whole bean coffees.

As reported in Troubled Company Reporter's January 15, 2003
edition, Standard & Poor's lowered its corporate credit rating
on The Great Atlantic & Pacific Tea Co., Inc., to 'B+' from 'BB-
'. The downgrade is based on the company's deteriorating
operating performance and diminished cash flow protection.

The outlook is negative. Montvale, New Jersey-based A&P had $928
million in debt at November 30, 2002.

"The weak earnings are only partially mitigated by A&P's
satisfactory market shares in its major operating areas. Most of
A&P's markets are experiencing increased promotional activity
from both traditional supermarkets and nontraditional channels
of distribution, as operators fight for market share in a soft
consumer spending climate," said Standard & Poor's credit
analyst Mary Lou Burde. "Trading down to lower-margin products
by consumers and deflation in certain product categories are
compounding the challenges in the sector. Moreover, A&P has had
difficulties in executing its store format effectively, and is
burdened by a high cost structure."


GXS CORP: S&P Assigns 'B' Rating to $105-Mill. Sr. Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
GXS Corp.'s new $105 million senior secured floating-rate notes
due 2008 and withdrew its 'B+' rating on the company's
previously proposed $175 million floating-rate notes issue.

At the same time, Standard & Poor's assigned the company's $100
million senior secured bank loan rating a 'BB', and withdrew its
'BB+' bank loan rating on the company's proposed $40 million
revolving credit facility, which did not close.

The company's new credit facility consists of a $70 million term
loan and a $30 million revolving credit facility. The proceeds
from the notes issue and the term loan, totaling $175 million,
will be used to repay GXS' existing $175 million senior secured
term bank loan.

Standard & Poor's also affirmed its 'BB-' corporate credit and
'B' subordinated debt ratings on the Gaithersburg, Md.-based
company, which provides electronic data interchange (EDI)
services. GXS Corp., is expected to have total funded debt
following the recapitalization of about $410 million. The
outlook is negative.

"The bank loan rating reflects improved recovery prospects
following repayment of the term loan. The $105 million senior
secured notes are rated two notches below GXS' corporate credit
rating, reflecting the amount of bank debt with first-priority
liens in the capital structure," said Standard & Poor's credit
analyst Emile Courtney.

The notes have second-priority liens on the same assets. Both
the notes and the company's $100 million credit facility are to
be secured by substantially all assets of GXS Corp., and its
guarantors, a pledge by GXS' equity sponsors of all stock owned
in the company, and a pledge by GXS of all stock owned in its
U.S. subsidiaries and 66% of the stock owned in its material
foreign subsidiaries.


HANOVER COMPRESSOR: Exchange Offers for Sr. Secured Notes Expire
----------------------------------------------------------------
Hanover Compressor Company (NYSE:HC), the leading provider of
outsourced natural gas compression services, announced that the
exchange offers for the Senior Secured Notes of Hanover
Equipment Trust 2001A and Hanover Equipment Trust 2001B, special
purpose Delaware business trusts, expired at 5:00 p.m., Eastern
time, on March 13, 2003, and that the Trusts accepted all notes
tendered for exchange in the exchange offers.

In the exchange offers, the Trusts offered to exchange new 8.50%
Senior Secured Notes due 2008 and new 8.75% Senior Secured Notes
due 2011, respectively, which new notes have been registered
under the Securities Act of 1933, as amended, for their
outstanding 8.50% Senior Secured Notes due 2008 and outstanding
8.75% Senior Secured Notes due 2011, which old notes had not
been registered under the Securities Act. The offers to exchange
were made pursuant to, and subject to the conditions set forth
in Prospectuses dated Feb. 11, 2003, and related Letters of
Transmittal.

At least $298 million of the $300 million aggregate principal
amount of the old A notes and all of the $250 million aggregate
principal amount of the old B notes were tendered in the offers.

Due to delays in effecting the exchange offers, the Trusts have
been accruing additional interest of approximately $15,000 per
day since Jan. 28, 2002, which has resulted in corresponding
increases in Hanover's rent payments to the Trusts. Hanover's
rent payments to the Trusts have been included in Hanover's
financial statements under leasing expense. Upon the
consummation of the exchange offers, the Trusts will no longer
incur such additional interest and Hanover will reduce its
leasing expense by approximately $15,000 per day.

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

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

DebtTraders says that Hanover Compressor's 4.750% bonds due 2008
(HC08USR1) are trading at about 70 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HC08USR1for
real-time bond pricing.


HARBISON-WALKER: Halliburton Has 75% Support from DII Claimants
---------------------------------------------------------------
Halliburton (NYSE: HAL) announced the filing of an affidavit
with the court in the Harbison-Walker bankruptcy case that it
believes is consistent with the court order of February 18,
2003.

The court order had extended its previously issued temporary
restraining order, staying the more than 200,000 pending
asbestos claims against Halliburton's subsidiary, DII
Industries, LLC, until March 21, 2003. The court order also
stated that oral arguments would be held on March 21, 2003 on a
motion to lift the stay, unless DII filed an affidavit by
March 14, 2003 stating that executed agreements had been signed
by an estimated 75% of DII's asbestos plaintiffs.

The affidavit filed by DII stated that DII and KBR have
definitive written agreements, or written "highly confident"
representations that such definitive agreements are forthcoming,
from attorneys representing an estimated 75% of claimants. These
estimates are based on certain assumptions and exclude the
impact of certain claims in the Harbison-Walker bankruptcy, for
which the Company indicated it had certain defenses or did not
have reliable information.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
http://www.halliburton.com


HOLMES GROUP: Dec. 31 Net Capital Deficit Widens to $74 Million
---------------------------------------------------------------
The Holmes Group, Inc., reported its fourth quarter and 2002
year-end results.

Net sales for the fourth quarter ended December 31, 2002
increased 3% to $205.8 million from $200.1 million in the
comparable period of 2001. After adjusting net sales for the
fourth quarter of 2001 to exclude the Pollenex(R) brand personal
care appliance business that the Company sold in January 2002,
net sales increased 6% during the fourth quarter of 2002. The
Company incurred a net loss of $10.5 million during the fourth
quarter of 2002 as compared to a net loss of $2.7 million in the
fourth quarter of 2001. Both quarterly periods were adversely
affected by one-time items. The results for the fourth quarter
of 2002 include non-recurring charges of $24.9 million related
to the closing of the Company's domestic manufacturing
facilities, which was announced on December 2, 2002. The fourth
quarter of 2001 included a charge of $14.1 million related to
the Kmart bankruptcy filing. Excluding one-time items, the
Company's adjusted net income was $14.4 million in the fourth
quarter of 2002, a 26% increase above the adjusted net income of
$11.4 million in the comparable period of 2001.

For the 2002 fiscal year, the Company's net sales totaled $608.6
million, a slight decrease from the net sales of $612.2 million
achieved in fiscal 2001. Net sales increased 2% in 2002 after
adjusting the 2001 sales total for the Pollenex(R) business. The
Company reported a net loss of $57.9 million in 2002, which
included an extraordinary gain of $22.4 million related to the
repurchase of debt and a $79.8 million non-cash charge
representing the cumulative effect of an accounting change
associated with the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets." Before the extraordinary gain and goodwill impairment
charge, the Company's net loss totaled $0.5 million in 2002,
compared to a net loss of $15.6 million in 2001. The results for
the year ended December 31, 2002 also included $28 million of
severance and facility exit costs and asset writedowns related
to the restructuring actions, and $7.2 million of inventory
writedowns associated with the decision to close domestic
manufacturing facilities. The 2002 restructuring charges were
partially offset by a gain of $9.5 million realized on the sale
of the personal care appliance business in January 2002. In
2001, the Company's net loss included $15.8 million of one-time
charges related to the Kmart bankruptcy and the closing of a
manufacturing facility.

On an adjusted EBITDA basis, the Company made substantial
progress in improving its operating earnings during the year
with adjusted EBITDA in 2002 increasing 18% to $70.5 million
from $59.8 million of adjusted EBITDA in 2001. The Company
defines EBITDA as the total of operating income before
depreciation and amortization, other income and joint venture
earnings. Adjusted EBITDA excludes certain charges related to
restructuring activities, bank financing and other one-time
gains and charges.

The Holmes Group's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about6 $74 million.

Peter J. Martin, President and CEO of The Holmes Group, Inc.,
commented, "We are encouraged by the sales increase that the
Company delivered in the fourth quarter of fiscal 2002,
especially given the challenging retail sales environment. For
the full year, our Rival(R) brand business posted a solid
double-digit sales gain for the second year in a row by entering
new product categories in the kitchen electric business and by
continuing to offer innovative product features in our core
category of Crock-Pot(R) slow-cookers. While the extremely
competitive retail marketplace resulted in lower sales of our
Holmes(R) and Bionaire(R) brand home environment products during
2002, we made profitability improvements in the business and we
continue to maintain a leading market share in these product
categories. From a balance sheet standpoint, our increased
profitability and our continuing efforts to improve working
capital management allowed for a substantial debt reduction
during the year. At the end of December 2002, the Company's
total debt stood at $275 million, a reduction of $78 million or
22% below our debt level of a year ago."

Mr. Martin continued, "Finally, although the restructuring
actions that we announced in December 2002 were difficult ones
as they involved the elimination of approximately 800 loyal
employees in our domestic manufacturing operations, these
changes were necessary for our business and they should help
make Holmes an even stronger product resource for our customers
in the future."

This announcement includes certain pro forma or adjusted
financial information, which management believes provides a more
thorough understanding of the Company's results of operations
and the trends from which to measure performance. Summary
financial information for the 2002 and 2001 fourth quarter and
year, along with a reconciliation of adjusted EBITDA to GAAP
operating income, follows this release.

The Holmes Group, Inc., a fully integrated consumer products
company, headquartered in Milford, Massachusetts, with offices
and manufacturing facilities worldwide, is a leading
manufacturer of consumer products for Home Environment, Kitchen
and Lighting. With well-known brands such as Bionaire(R); Crock-
Pot(R); FamilyCare(R); Holmes(R); MASTERGLOW(R); Patton(R);
Rival(R); and White Mountain(R), The Holmes Group continuously
develops, manufactures and distributes innovative, high quality
products to meet consumer demands.


IESI CORP: Dec. 31 Balance Sheet Insolvency Doubles to $36 Mill.
----------------------------------------------------------------
IESI Corporation reported that revenue for the three months
ended December 31, 2002 increased 17.7% to $56.7 million, as
compared with revenue of $48.2 million for the corresponding
three-month period in 2001. Income from operations for the three
months ended December 31, 2002 was $3.9 million, as compared
with $3.7 million for the corresponding period in 2001. EBITDA
(earnings before income taxes, loss on the extinguishment of
debt, loss on termination of interest rate swaps, interest
expense, depreciation, depletion, and amortization) for the
three months ended December 31, 2002 was $11.6 million, as
compared with EBITDA of $10.6 million for the corresponding
period in 2001. Net income for the three months ended
December 31, 2002 was a loss of $175,000, as compared with net
income of $583,000 for the corresponding period in 2001.

For the year ended December 31, 2002, revenue increased 14.7% to
$212.9 million, as compared with revenue of $185.7 million for
2001. Income from operations for the year ended December 31,
2002 was $19.9 million, as compared with $16.1 million for 2001.
EBITDA for the year ended December 31, 2002 was $47.7 million,
as compared with EBITDA of $41.6 million for 2001. Adjusted
EBITDA, which represents EBITDA before business development and
financing charges for the year ended December 31, 2002 was $48.6
million, as compared with $43.2 million for 2001. During the
year ended December 31, 2002, charges of $980,000 were incurred
to write-off certain discontinued landfill and transfer station
development projects and costs related to aborted acquisition
transactions. In 2001, charges of $1.6 million were incurred to
write-off certain landfill development projects and costs
related to an aborted equity and debt transaction. Net income
for the year ended December 31, 2002 was $606,000, as compared
with $2.2 million for 2001.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $36 million.

Mickey Flood, President and Chief Executive Officer commenting
on the Company's performance for 2002 said, "I'm very pleased
with our Company's results in spite of a poor economy, cost
pressures from insurance and fuel, a new per ton landfill tax in
Pennsylvania and the uncertainty in the world. Throughout the
year we acquired approximately $25 million of annualized
revenue, including 7 new hauling operations, 7 new transfer
stations, 3 new operating landfills and 2 more landfills under
construction that we expect to open in mid-2003."

In the first quarter of 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets". In accordance with SFAS 142, the Company
ceased amortizing goodwill and intangibles with indefinite lives
effective January 1, 2002. The Company performed the first of
the required impairment tests of goodwill and indefinite lived
intangible assets based on the carrying values as of January 1,
2002 and incurred no impairment of goodwill upon the initial
adoption of SFAS 142. The Company also completed the required
annual test during 2002 and incurred no impairment.

IESI is one of the leading regional, non-hazardous solid waste
management companies in the United States and has grown through
a combination of strategic acquisitions and internal growth.
IESI provides collection, transfer, disposal and recycling
services to 256 communities, and more than 485,000 residential
customers and 51,000 commercial and industrial customers in nine
states.


INTERNATIONAL PAPER: S&P Assigns BB+ Preferred Share Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BBB' senior
unsecured debt rating to International Paper Co.'s $1 billion of
senior notes to be issued under Rule 144a with registration
rights ($300 million due 2008 and $700 million due 2015).

At the same time, Standard & Poor's said that it has assigned
its preliminary 'BBB' senior unsecured debt, 'BBB-' subordinated
debt, and 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.

Standard & Poor's also assigned its 'BBB' senior unsecured debt
rating to the company's new $1.5 billion three-year revolving
credit facility.

Standard & Poor's said that its 'BBB' and 'A-2' corporate credit
ratings on the company are affirmed. The outlook remains stable.

"The bank loan rating is the same as the corporate credit
rating, reflecting the lenders' senior unsecured status", said
Standard & Poor's credit analyst Cynthia Werneth. The new $1.5
billion revolving credit facility, which is currently undrawn,
replaces a maturing 364-day facility of the same size. Financial
covenants include minimum consolidated net worth of $9 billion
and maximum debt to capital of 60%. Pricing is determined via a
ratings-based grid.

Standard & Poor's said that its ratings on International Paper
continue to reflect the company's above-average position as the
world's largest forest products manufacturer, broad product
diversity, and moderate financial policies, offset by current
weak market conditions and a financial profile that is sub-par
for the ratings.


ITEX CORP: January 31 Working Capital Deficit Stands at $1 Mill.
----------------------------------------------------------------
ITEX Corporation (OTCBB:ITEX), a leading business services and
trading company, announced the operating results for its second
fiscal quarter ending January 31, 2003.

                    Second Quarter Results

For the quarter ending January 31, 2003, the Company generated
net income of $3,000 compared to a net loss of $155,000 for the
same period last year. Earnings before interest, taxes,
depreciation and amortization (EBITDA) for the quarter were
$150,000 compared to $28,000 for the same period last year.
Revenue from the trade exchange increased $109,000 or 4.1% from
the same period last year.

ITEX Corporation Second Quarter Operational Highlights:

     -- Included in selling, general and administrative
expenses, salaries and wages, payroll taxes and medical benefits
decreased $144,000 or 22% over the same period prior year
($679,000 or 40% compared to the same period last year).

     -- Decrease in equipment rent expense of $13,000 or 44%,
related to management's successful settlement of several large
capital lease obligations ($48,000 or 58% compared to the same
period last year).

     -- Decrease in office rent, utilities and telephone expense
of $33,000 or 27% ($110,000 or 38% compared to the same period
last year), primarily related to the sale of previously owned
corporate offices to independent licensed brokers.

     -- Decrease in depreciation expense of $43,000 or 60%
($146,000 or 72% compared to the same period last year), related
to the disposal of the corporate headquarters building in
January 2002.

     -- The Company has made efforts to reduce legal fees
expense by creating agreements and payment arrangements with
legal counsel. Legal fees decreased $46,000 over the same period
last year.

ITEX Corporation's January 31, 2003 balance sheet shows that
total current liabilities exceeded its total current assets by
about $1 million.

Lewis "Spike" Humer, ITEX president and chief executive officer,
stated, "Our second quarter was impacted by several non-
recurring events, most notably the proxy contest. While we
absorbed $151,000 in costs this quarter related to a contested
election of directors, we will benefit by the substantial on-
going savings and the increased cash flow resulting from the
greatly reduced board compensation. In the third and fourth
fiscal quarters of fiscal 2003, our net cash savings in board
and board committee fees are expected to be approximately
$75,000 over the same fiscal quarters last year. While we are in
the early stages of our working relationship, the new board is
demonstrating a commitment to support the management team and
our vision to enhance shareholder value and to grow ITEX
Corporation."

Humer continued, "This has been a difficult climate to increase
revenues; however, our sales have continued to grow modestly.
During the second quarter of fiscal 2003, we placed three ITEX
franchise operations and we expect the rate of placements to
increase in the forthcoming quarters. Our short-term revenues
related to the placement of new franchises were a bit below our
initial projections; however, the franchising marketing effort
has resulted in a large number of qualified ITEX Franchise
leads. In addition, we have now received the required approval
to offer ITEX franchises in almost every state in the U.S. in
which we have applied. Given the importance of the franchise
revenue to our top line growth, I am committed to keeping our
shareholders and the investment community informed of our
progress as it unfolds."

Humer concluded by stating, "Operationally, we will continue to
restructure and to reinvest in our infrastructure to strive for
maximum efficiency and effectiveness for both the immediate
future and our long-term growth. In the last six fiscal
quarters, our highest non-asset producing costs were director,
legal, and professional fees related to matters outside of our
core business and routine operations. Given the changes in the
latter part of the second quarter, we should be better
positioned to invest in revenue producing and asset sustaining
activities."

Founded in 1982, ITEX Corporation -- http://www.itex.com-- is a
business services and trading company with domestic and
international operations. ITEX has established itself as the
leader among the roughly 450 trade exchanges in North America by
facilitating barter transactions between member businesses of
its Retail Trade Exchange. At the retail, corporate and
international levels, modern barter business enjoys expanding
sophistication, credibility, and acceptance. ITEX helps its
member businesses improve sales and liquidity, reduce cash
expenses, open new markets and utilize the full business
capacity of their enterprises by providing an alternative
channel of distribution through a network of five company
offices and more than ninety licensees worldwide.


J.P. MORGAN: S&P Assign Prelim. Low-B Ratings on 6 Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.1 billion commercial mortgage pass-through
certificates series 2003-C1.

The preliminary ratings are based on information as of March 14,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying mortgage loans,
and the geographic and property-type diversity of the loans.
Classes A-1, A-2, B, C, D, and E are currently being offered
publicly. The remaining classes are being offered privately.
Standard & Poor's analysis determined that, on a weighted-
average basis, the pool has a debt service coverage ratio of
1.55x based on a weighted-average coupon of 6.21%, a beginning
loan-to-value ratio of 86.3%, and an ending LTV of 70.6%.

Unless otherwise indicated, pool statistics, including weighted
averages, do not consider the B notes for Westheimer at Sage
Office/Retail Complex, Bishops Gate, and Brickyard Apartments,
which are not included in the trust, or the junior non-pooled
component of the Concord Mills loan.

                PRELIMINARY RATINGS ASSIGNED

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 2003-C1

     Class                 Rating                 Amount ($)
     A-1                   AAA                   267,000,000
     A-2                   AAA                   595,147,000
     B                     AA                     34,700,000
     C                     AA-                    10,676,000
     D                     A                      32,031,000
     E                     A-                     14,680,000
     F                     BBB+                   17,350,000
     G                     BBB                    17,350,000
     H                     BBB-                   12,011,000
     J                     BB+                    16,015,000
     K                     BB                     10,677,000
     L                     BB-                     6,673,000
     M                     B+                      8,007,000
     N                     B                       4,004,000
     P                     B-                      1,776,000
     NR                    N.R.                   19,577,504
     CM-1                  BBB+                    2,315,882
     CM-2                  BBB                     4,259,161
     CM-3                  BBB-                   14,363,563
     X-1                   AAA                 1,067,676,504
     X-2                   AAA                 1,023,168,000


JP MORGAN COMM'L: Fitch Keeps Watch on BB+/B+ Note Class Ratings
----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s commercial mortgage pass-through certificates, series
1997-SPTL-C1, $5.7 million class D to 'AA' from 'AA-'.

At the same time, Fitch places the $6.1 million class F, rated
'BB+' and the $2 million class G, rated 'B+' on Rating Watch
Negative.

In addition, Fitch affirms the interest only class X at 'AAA',
$10.2 million class E at 'BBB+' and $3 million class H at 'B'.
Fitch does not rate the $6.4 million class NR certificates. The
rating actions follow Fitch's annual review of the transaction,
which closed in June 1997.

The upgrade of class D is attributed to the increased
subordination levels due to loan amortization and payoffs and
low delinquency rates and stable performance of the remaining
loans.

The Rating Watch placement of classes F and G is a result of
interest shortfalls, due to trust expenses, special servicing
fees, and other non-recoverable expenses, incurred by these two
classes. The shortfalls, in addition to accrued interest on the
shortfalls, are expected to be repaid in full. Classes H and NR
are principal-only classes and therefore do not incur interest
shortfalls.

Fitch is concerned about the timely interest payments on these
two classes. In February 2003, class F recouped some of the
shortfall which has been in place since November 2002. The
interest shortfall to class G continues to increase. Based on
the transaction's waterfall structure, the interest shortfall
will have to be paid off before the class H principal balance
can be paid. Therefore, as long as the outstanding balance of
classes H and NR remains sufficient to cover the shortfalls,
classes F and G are guaranteed to recover the shortfall.

As of the February 2003 distribution date, three loans (4.2%)
were specially serviced and no loans were delinquent. Cumulative
realized losses in the pool totaled $833,833, or 0.4% of the
pool's original principal balance.

The pool's aggregate principal balance has decreased by 84%, to
$33.3 million from $203.1 million at issuance. The certificates
are currently collateralized by 128 adjustable-rate mortgage
loans, ranging from $14,787 to $2.9 million, with the largest
loan representing 3% of the pool. The collateral consists
primarily of multifamily (71%) and mixed-use (15%) properties,
with significant concentrations in California (47%), Washington
(17%), and Arizona (11%).

A stress scenario was applied whereby specially serviced and
other potentially problematic loans were assumed to default.
Even under these stress scenarios, subordination levels were
sufficient to justify the upgrade to class D.

Fitch will continue to monitor this transaction for developments
on the interest shortfall, the specially serviced loans, and
other potential issues.


K & F IND.: Says EBITDA Slides while Ops. Cash Flow Climbs 12%
--------------------------------------------------------------
K & F Industries, Inc., reported its results for the quarter and
year ended December 31, 2002.

In a year hampered by a sluggish economy and a slowdown in the
aerospace industry, K & F's annual sales, operating income and
EBITDA (earnings before interest, taxes, depreciation and
amortization) declined slightly while operating cash flow rose
12 percent.

For the year ended December 31, 2002:

     - Sales totaled $349 million, down two percent from $355
       million a year ago.

     - Military revenues rose $13 million or 14 percent, offset
       by a decline in commercial and general aviation sales of
       $19 million or seven percent.

     - Operating income was $94 million ($85 million after a $9
       million non-recurring charge), down two percent from $96
       million last year.

     - EBITDA was $106 million ($97 million after a $9 million
       non-recurring charge) a six percent decrease from $113
       million due primarily to lower sales volume, the year's
       revenue mix and higher investments in original equipment
       provided to aircraft manufacturers.

     - Operating cash flow before interest paid increased 12
       percent to $117 million from $105 million.

     - Total debt increased by $149 million to end 2002 at $435
       million, as a result of the financing described below.

     - Bookings were $341 million, reflecting a five percent
       decrease compared with the prior year.

     - Backlog decreased slightly to $142 million from $150
       million last year.

     - The Company spent $51 million for capital equipment,
       research and development, and program investments. Over
       the last three years, $159 million has been invested in
       these discretionary items.

     - ABSC revenue totaled $301 million versus $305 million and
       bookings were $288 million compared to $312 in 2001.
       EBITDA before the charge was $100 million, a decline from
       $107 million in 2001.

     - EFC achieved record bookings of $53 million, up from $46
       million in 2001, a positive indicator of renewed demand.
       EFC had sales of $47 million in 2002, versus $50 million
       the prior year.

In the fourth quarter of 2002, K & F issued $250 million 9 5/8
percent Senior Subordinated Notes due 2010 and entered into a
new $30 million revolving credit facility. The net proceeds of
the note were used to repay our former credit facility, pay a
$200 million dividend to shareholders, pay transaction expenses
and pay $9 million to holders of common stock options, which was
a non-recurring charge.

          Diversification of Programs Cushions K & F

"K & F's brakes and brake systems are used on 28,000 aircraft in
the commercial, general aviation and military sectors," stated
Kenneth M. Schwartz, K & F's president and chief operating
officer. "In addition, our programs tend to be long-term,
generally up to the 20 to 25 year life of the aircraft. It is
this diversification and long-term commitment that cushions us
from today's volatile economic environment."

          Regional Jet Transport Continues to Grow

K & F's strategy is to supply its Aircraft Braking Systems
Corporation subsidiary's wheels and brakes to high cycle
aircraft like regional jets, which make the most landings and
have experienced the highest growth rate when measured by
aircraft entering service and traffic growth year over year.

Regional jet operations in the United States continued to expand
in 2002 with the top ten regional jet carriers' average traffic
growth exceeding 30 percent. K & F is the largest supplier of
aircraft wheels and brakes to the regional transport sector of
commercial air transportation, equiping every Bombardier CRJ-
100, 200, 440, 700 and 900. K & F also is the exclusive supplier
to Embraer on its new family of regional jets including the ERJ-
170, 175, 190 and 195 aircraft with seating capacities ranging
from 70 to 108 passengers.

          ABSC Continues Development of Products
                 for New Aircraft in 2002

During 2000 and 2001, ABSC was selected in several competitions
to supply new airplanes with wheels, brakes and brake control
systems. Progress towards certification was made on these and
other new platforms in 2002.

In the commercial transport market two significant technical
milestones were achieved: Bombardier's CRJ900, an 86 passenger
regional jet with ABSC's wheels and steel brakes, was certified
for commercial use; and the first flight of the all new 70-
passenger Embraer 170 was accomplished. For 2003, ABSC is
preparing for 2 additional aircraft program first flights - the
75-passenger Embraer 175 and the 108-passenger Embraer 195.

In the general aviation market ABSC proceeded with the design
and development of wheels, carbon brakes and the brake control
system for the all new Dassault Falcon 7X business jet. ABSC
also supported the final certification phase of the Falcon
900EX-EASy flight test program. This aircraft is the latest
derivative of Dassault's popular Falcon 900 family of long-range
business aircraft. Other ABSC-equipped business jets currently
in flight test include the super-mid-size Raytheon Hawker
Horizon and the Sino-Swearingen SJ-30 entry level jet. Initial
hardware deliveries were made to support the future flight
testing of Gulfstream's next generation G-IV, and a proof-of-
concept-prototype light category business jet being developed by
Honda Research and Development Corporation. Also in 2002, first
flight was achieved by the Agusta-Bell AB-139 helicopter, which
uses ABSC wheels and brakes.

In the military market successful first flights were achieved by
the Korean Aerospace Industries T-50 military trainer and the
Saab JAS39C/D fighter aircraft. In Japan, the Mitsubishi Heavy
Industries F-2 fighter entered initial operational capability
with the first 30 of an expected 130 aircraft entering service
with the Japanese Self Defense Forces. All three of these
advanced military aircraft feature ABSC wheels, carbon brakes
and brake control system equipment.

In 2001, ABSC received a large order for B-1B replacement parts
and booked the production lot 3 for the Swedish JAS39 fighter
aircraft. Through lot 3, 204 JAS39 aircraft have been ordered,
with orders expected from other foreign nations.

             EFC Achieves Record Bookings in 2002

Engineered Fabrics Corporation sales of $47 million in 2002
declined year over year due primarily to weakened demand in the
general aviation market for fuel tanks and iceguards. Bookings,
however, reached the highest total in EFC history, signaling an
increase in demand going forward. EFC recorded $53 million of
orders, led by fuel tank orders totaling $42 million, also a
record. EFC is the world's leading manufacturer of flexible
bladder-type fuel tanks, supplying approximately 80 percent of
the commercial and general aviaton sectors and over 50 percent
of the U. S. military market.

K & F Industries, Inc., through its Aircraft Braking Systems
Corporation subsidiary, is a worldwide leader in the manufacture
of wheels, brakes and brake control systems for commercial
transport, general aviation and military aircraft. K & F's other
subsidiary, Engineered Fabrics Corporation, is a major producer
of aircraft fuel tanks, de-icing equipment and specialty coated
fabrics used for storage, shipping, environmental and rescue
applications for commercial and military uses.

At September 30, 2002, K&F Industries' balance sheet shows a
total shareholders' equity deficit of about $28 million.

As reported in Troubled Company Reporter's December 11, 2002
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to K & F Industries Inc.'s proposed $250 million senior
subordinated notes due 2010 offered under Rule 144A with
registration rights and its 'BBB-' rating to a new $30 million
senior secured revolving credit facility maturing 4.5 years from
closing.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB-' corporate credit rating, on K & F, a braking
system supplier. The outlook is stable.

"The affirmation of the current ratings is based on an
expectation that the firm will employ its sizable free cash flow
to reduce significantly higher debt levels incurred from the
$200 million dividend," said Standard & Poor's credit analyst
Roman Szuper.


KAISER ALUMINUM: Completes Kaiser Center Sale for $65.6 Million
---------------------------------------------------------------
Kaiser Aluminum has completed the previously announced sale of
its interests in the Kaiser Center office complex in Oakland,
Calif., to Summit Commercial Properties Inc., for a gross cash
purchase price of $65.6 million.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum, and fabricated aluminum products.

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 3 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KMART CORPORATION: Fitch Withdraws Various 'D' Ratings
------------------------------------------------------
Fitch Ratings has withdrawn the 'D' rating of Kmart
Corporation's notes, debentures, lease certificates, and
convertible preferred securities. The action reflects Kmart's
effort to emerge from Chapter 11, which will result in a new
debt structure for the company, including a proposed $2 billion,
3-year exit financing.

DebtTraders says that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LONGVIEW ALUMINUM: Lynch Wants Inquiry into Joe Baldi's Action
--------------------------------------------------------------
To clarify the evolution and status of various legal actions
undertaken by or against Longview Aluminum, LLC as a result of
the bankruptcy of its affiliated entity McCook Metals, Michigan
Avenue Partners Chairman Michael Lynch has submitted a request
for a formal investigation into the actions of U.S. Trustee Joe
Baldi in Chapter 11 bankruptcy of McCook Metals, LLC and its
affiliated entity McCook Equipment, LLC.

In a letter to U.S. Trustee Program Director Lawrence A.
Friedman, Lynch detailed numerous incidents of incompetence and
breaches of fiduciary duty by Baldi, who was appointed trustee
of the estate of McCook Metals in October 2001. Lynch indicated
that, if the U.S. Trustee's office declines to take action in
this matter, he would pursue legal remedies against Baldi and
his attorneys.

Baldi's appointment had been made following a request by Lynch,
who at the time was chairman of McCook Metals, and the company's
board of managers as debtors in possession as a way to protect
the assets and jobs at McCook and prevent its lender GE Capital
from liquidating the company.

The request for the investigation of Baldi's actions in this
matter followed an extensive discovery process conducted as part
of litigation filed by Lynch and McCook against both GE Capital
and the law firms of Seyfarth Shaw and Shaw Gussis Fishman &
Wolfson. This litigation motion seeks declaratory judgment and
damages and was initiated to prevent the firms from representing
the interests of the now-liquidated McCook Metals and McCook
Equipment, LLC, as well as the interests of court-appointed
trustee Joe Baldi who oversaw the auction of the McCook aluminum
plate company in March 2002.

The Actions of U.S. Trustee Baldi in the McCook Metals
Bankruptcy and

                            Liquidation

In August 2001, McCook Metals filed a voluntary Chapter 11
bankruptcy as a result of pressure from its major creditor GE
Capital following McCook's self- report of potential
discrepancies in inventory reporting. Rather than conducing a
complete audit and accepting McCook's offer to "make whole" any
resulting irregularities that would be identified, GE Capital
instead issued a demand for immediate payment of all outstanding
debt, forcing the company's Chapter 11 filing.

In announcing McCook Metals bankruptcy petition, Lynch stressed
the negative impact of ongoing monopolistic behavior by the
industry's largest multinational competitor Alcoa, adding that
McCook Metals was also victimized by GE Capital's dominance as a
leading source of financing in the industry. When the merger of
the United States aluminum industry's number one and number
three companies (Alcoa and Reynolds) was first proposed in
August 1999, Michigan Avenue Partners was one of the few
companies to publicly echo concerns from industry analysts that
the merger would be bad for competition, consumers and U.S.
manufacturing jobs, and result in higher prices and less
innovation. Lynch was a vocal and proactive opponent to the
merger of the U.S. aluminum industry giants speaking frequently
to the media, at industry conferences and in public and private
hearings with the U.S. Department of Justice and European Union.

"Independent, entrepreneurial companies like McCook Metals were
the industry's only hope of preserving the little market
integrity that remained," said Lynch at the time. "We did
everything we could to save this company and protect these U.S.
manufacturing jobs," said Lynch, adding that Michigan Avenue
Partners' bid had the full support of United States
Steelworkers. Indeed, Lynch and the company's other equity
owners did submit an offer to repurchase the plant at the
bankruptcy auction.

"Unfortunately for the almost 600 workers at our plant, our
major creditor GE Capital and Mr. Baldi rejected our offer to
reacquire the plant at the bankruptcy auction -- despite the
fact that our offer was at least $25 million greater than the
others and the only offer that would have maintained the plant
as an ongoing concern," said Lynch. It was found during
discovery that at least two other viable competitors submitted
bids to purchase McCook as an ongoing concerns, which Lynch
asserts would have been in the best interest of the estate.

Instead, the plant's intellectual property assets, customer
databases and some equipment were sold at auction to Pechiney
Rolled Products. This move effectively liquidated McCook Metals,
which had been the second largest aluminum plate company in
North America. McCook was a leading producer of specialty
products for aircraft, aerospace and defense industries, such as
the aluminum lithium alloy plate for NASA's Space Shuttle
Program and for military aircraft and had a regional economic
impact of $406 million. The discovery process has revealed that,
in allowing this sale, Baldi and his attorneys deliberately
sought to circumvent U.S. Antitrust Laws by allowing Pechiney,
through the liquidation, to sell more than 75 percent of the
equipment to Alcoa.

"Our discovery process revealed Trustee Baldi's overt and
consistent bias toward Alcoa, even at the expense of the McCook
estate," said Lynch. "We believe his actions to be both improper
and illegal and will work closely with the U.S. Justice
Department to provide all documentation necessary to facilitate
their investigation into this matter."

Other acts detailed in Lynch's letter requesting a formal
investigation into Baldi's actions included:

     * Falsification of 2014 affidavits by Baldi's attorneys,
Seyfarth Shaw and Robert Fischman.  These affidavits are a
formal requirement in bankruptcy hearings and are used to
identify potential conflicts of interest. While acting under
Baldi's oversight, neither Seyfarth Shaw nor Fischman revealed
their concurrent representation of McCook's lender GE Capital
and the company's major competitor Alcoa.

     * Agreement to hold Alcoa harmless for its environmental
indemnification and remediation responsibilities for the cleanup
of the McCook properties they assumed at purchase of Reynolds
Metals Company, the previous owners of the property. Reynolds
had operated the McCook plant as a manufacturing facility for
almost 60 years, resulting in significant PCB and chlorinated
solvent contamination on the property. Lynch stated that Baldi's
action, which vacated Alcoa's $30-$60 million responsibility for
the cleanup, in effect destroyed the value of the land and
burdened the estate of the company with this liability.

     * Agreement to release Alcoa from patent litigation claims
against them by McCook.  This action stayed litigation filed by
McCook upon discovering through patent investigation that, after
both McCook and Boeing had paid more than 20 years of licensing
fees to Alcoa for use of the T-6151 technology used to
manufacture airplane wing skins, Alcoa did not have true right
to this patent. This agreement was also made without economic
considerations to the estate.

     * Refusal to pursue Alcoa for its Pension Benefit Guaranty
Corporation (PBGC) claw back liability on behalf of McCook. Claw
back liability is a statutory provision that requires that if,
within five years of purchase, a company files bankruptcy, is
liquidated or otherwise ceases to exist, the court-appointed
trustee and/or PBGC can request that responsibility for this
obligation revert to the seller. In this case, Baldi's refusal
to seek such protection resulted in a $40 million cost to the
McCook estate.

     * Agreement to provide GE Capital with blanket
indemnification from its lender liability responsibilities.
Baldi's actions in this regard, taken without approval from
bankruptcy Judge Eugene Wedoff, were taken despite the fact that
GE Capital's loan to McCook had been paid in full. As a result
of this agreement, the assets of the McCook estate must now be
used to finance the defense of any prior bad acts by GE Capital
relative to McCook.

Additionally, Lynch has requested that the U.S. Trustee consider
numerous defamatory statements made by Baldi in the media about
Lynch and the other principals of U.S. Aluminum, when they
attempted to purchase the assets of McCook as an ongoing
concern.

               Conflict of Interest by Seyfarth Shaw

Additionally, through due diligence conducted as part of his bid
to acquire the McCook plant at bankruptcy auction, Lynch
discovered that Seyfarth Shaw, the law firm that had represented
his business interests since 1997, had been concurrently
providing legal counsel to his adversarial creditor GE Capital,
as well as its parent corporation General Electric Company.
Through its representation of Lynch and his partners, Seyfarth
had provided legal counsel regarding, among other things, tax
and financing advice; labor, employment and pension counseling,
environmental, litigation and bankruptcy services, and advice.

Seyfarth also advised Lynch and his partners on the formation,
financing and operation of their various acquired entities and
the Longview Aluminum smelter, which was acquired in February
2001.

"The fact that Seyfarth Shaw, with whom we had an
attorney/client and fiduciary relationship, was simultaneously
representing the conflicted and adverse interests of GE Capital
is and was professionally negligent and a clear breach of our
contract with them," said Lynch.

The lawsuit filed by Lynch on May 15 against Seyfarth in the
Chancery Division of the Circuit Court of Cook County requests
relief through an estimated $200 million in actual,
compensatory, consequential and punitive damages, as well as
legal fees and court costs, through a jury trial.

               Longview Aluminum Motion to Disqualify
                   Seyfarth Shaw and Shaw Gussis

In May 2002, Lynch filed an emergency motion to disqualify the
law firms of Seyfarth Shaw and Shaw Gussis from representing the
interests of the now-liquidated McCook Metals, LCC, McCook
Equipment, LLC, as well as the interests of Chapter 11 Trustee
Joseph Baldi. This disqualification is mandated under governing
case law and rules of professional conduct for the legal
profession.

"The conflict of interest on the part of Seyfarth Shaw is
evident," said Lynch in announcing the motion. "However, as
counsel to Mr. Baldi, Shaw Gussis also received the confidential
information Seyfarth obtained through its representation of
Longview, case law indicates that they too must be disqualified
from representing either the McCook entities or Mr. Baldi."

Baldi's lack of action in this matter was also detailed in
Lynch's letter to the U.S. Department of Justice, particularly
his refusal to pursue malpractice claim(s) and Rule 11 sanctions
against Seyfarth Shaw. Rule 11 sanctions would have requirement
the repayment of more than $2 million in legal fees paid by
McCook back to the company's estate.

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

Michigan Avenue Partners is a Chicago-based investment group and
acquisition company.


LUTHERAN HOME: Fitch Hatchets $3.4-Million Revenue Bonds to BB+
---------------------------------------------------------------
Fitch Rating has downgraded the rating on the approximate $3.4
million outstanding New Jersey Health Care Facilities Financing
Authority revenue bonds (Lutheran Home of Moorestown Issue)
series 1989A to 'BB+' from 'BBB-'. The Rating Outlook is Stable.

The downgrade is due to Lutheran Home at Moorestown's (Home)
decline in financial performance, flat revenue growth, and poor
disclosure. The Home's financial profile has deteriorated since
fiscal 1998 and liquidity remains light with 103 days cash on
hand at Nov. 30, 2002. Profitable operations from fiscal 1998-
2000 have reversed with a negative 1.0% excess margin through
the 11 months ended Nov. 30, 2002. Revenue growth is constrained
due to the composition of the Home's payor mix, which includes
45% Medicaid. Fitch has had a difficult time accessing
management and disclosure has been poor with late audits and
lack of quarterly information.

Ongoing credit strengths include its solid occupancy, and
manageable debt load. Occupancy remains a high 92% in the
skilled nursing facility. The majority of the residents are
referred from the Lutheran congregations in the service area.
The Home's light debt load yielded a favorable cash to debt
ratio of 97% at Nov. 30, 2002 and debt service coverage is
satisfactory at 1.5x. However, the Home has future expansion
plans, which would pressure current debt ratios. The financing
of the expansion plan has not been finalized to date.

Fitch believes the Home is stable at the lower rating level. The
Home will continue to be challenged by industry pressures
including rising labor expenses and exposure to reductions in
Medicaid reimbursement. Management's inability to provide timely
and adequate information to Fitch also contributed to the
downgrade. Management has indicated that they will start
providing quarterly financial information to Fitch.

Located in Burlington County, New Jersey, the Lutheran Home at
Moorestown currently operates 201 skilled nursing beds and 15
residential health care beds. Total revenue in fiscal 2001 was
$11.3 million.


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

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

As of the Petition Date, the Borrowers were:

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

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

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

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

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

    -- shares of non-Guarantor domestic subsidiaries; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        *   *   *

Judge Beatty finds that it's clear the Debtors need to dip into
the Lenders' cash collateral or they'll be forced to shut down.
On an interim basis, Judge Beatty authorizes the Debtors to use
the Lenders' Cash Collateral, through April 23, 2003.  On April
23, the Court will convene a Final Cash Collateral Hearing to
consider entry of an order giving the Debtors continued access
to Cash Collateral through December 15, 2003. (Magellan
Bankruptcy News, Issue No. 2: Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Magellan Health's 9.375% bonds due 2007 (MGL07USA1) are trading
at about 82 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MC SHIPPING: S&P Withdraws B- Corp. Credit & Junk Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit and 'CCC' senior unsecured debt ratings on Monaco-based
MC Shipping Inc., at the company's request. The outlook was
stable.

MC Shipping operates a fleet of 17 ships, comprising eight
container vessels, two multipurpose sea-river vessels, one very
large gas carrier, and six small gas (LPG) carriers.


MEDICALCV INC: Nasdaq Knocks Off Shares from SmallCap Market
------------------------------------------------------------
MedicalCV, Inc. (Nasdaq: MDCVU), a Minnesota-based heart valve
manufacturer, did not appeal the Nasdaq Staff Determination that
its securities would be delisted from The Nasdaq SmallCap Market
at the opening of business March 17, 2003.

"We concluded that we would be unable to regain compliance with
all of the criteria for continued listing on the timeline
required by Nasdaq," said President and Chief Executive Officer,
Blair P. Mowery. "We remain focused on improving the capital
structure and financial performance of our business. With the
recent improvement in our gross margins and heart valve unit
sales, we are now developing a path to profitability."

As a result of the delisting, MedicalCV securities will become
subject to additional rules of the SEC. Such rules require
broker-dealers to make a suitability determination for
purchasers and to receive the purchaser's prior written consent
for a purchase transaction, thus restricting the ability to
purchase or sell the securities in the open market. Trading, if
any, will be conducted in an over-the-counter market established
for securities that do not meet Nasdaq listing requirements.

MedicalCV, Inc., is a Minnesota-based heart valve manufacturer
with a fully integrated manufacturing facility, where it
designs, tests and manufactures all of its products. Based on
its Omnicarbon(TM) heart valve's 18 years of excellent clinical
results in Europe, Japan and Canada, the U.S. Food and Drug
Administration gave premarket approval for the Omnicarbon valve
in July 2001 for use in the United States, without requiring
additional U.S. clinical trials. To date, more than 30,000
Omnicarbon valves have been implanted in patients in more than
30 countries. For more information on the company, visit its Web
site at http://www.medcvinc.com

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q for the period ended October 31, 2002, the
Company reported:

"Cash and cash equivalents decreased to $210,032 at October 31,
2002, from $2,781,675 at April 30, 2002.  The decrease in cash
in the current fiscal year was attributable primarily to funding
operating losses and working capital requirements.  Net cash
used in operating activities was $882,680 in the second quarter
ended October 31, 2002, and $558,221 in the same period last
year. Net cash used in operating activities for the six-month
period in fiscal 2003 was $2,412,438 compared to $1,302,895 in
the prior year.

"Net cash used in operating activities increased $324,459 in the
quarter and $1,109,543 in the six-month period over the same
periods in the prior year due primarily to funding higher
operating losses and increases in inventory .  Inventories
increased $254,189 in the current quarter and $486,559 in the
six-month period due primarily to carrying additional Omnicarbon
3000 inventory to support the U.S. product launch.

"Net cash used in investing activities was $97,768 and $86,006
for the six-month periods ended October 31, 2002 and 2001,
respectively.  We invested $97,768 in property, plant, and
equipment in the six-month period ended October 31, 2002,
compared to $45,006 in the same period last fiscal year.

"Net cash used in financing activities was $61,437 in the six-
month period ended October 31, 2002, and consisted of principal
payments on long-term debt and capital leases.  In the six-month
period ended October 31, 2001, net cash provided by financing
activities was $1,434,808.  In that period, we borrowed an
additional $1,522,305 on our bank line of credit, and $500,000
in convertible bridge notes, partially offset by $526,882 of
principal payments on our bank line of credit, long-term debt,
and capital leases combined with $61,115 in deferred financing
costs.

"From March 1992 through July 2002, our primary source of
funding has been private sales of equity securities, which
totaled $9,775,704 in gross cash proceeds.  We have also funded
our operations through collateralized equipment financing term
loans and equipment leases.  In addition, we financed our
operations since fiscal year 2000 through a bank line of credit
collateralized by our real estate, tangible and intangible
property and a guarantee by a principal shareholder.  This line
of credit, which was scheduled to mature in November 2002, has
been extended to February 2003.  Amounts borrowed under this
line of credit currently bear interest at 6.5 percent per year.
As of October 31, 2002, we had borrowed the maximum amount
available of $2,500,000 under this line of credit.

"As part of our credit agreement with Associated Bank Minnesota,
we were required to maintain a minimum tangible net worth of not
less than $3,000,000, measured as of the last day of each fiscal
quarter.  At April 30, 2001, we failed to comply with the
minimum tangible net worth covenant.  On August 24, 2001,
Associated Bank Minnesota waived such covenant defaults, and we
amended our credit agreement, which now provides that we must
maintain a minimum tangible net worth of not less than
$1,000,000, measured as of the last day of each calendar month.
We were in compliance with our debt covenants as of October 31,
2002.  However, absent an infusion of equity capital during the
quarter ending January 31, 2003, our tangible net worth will
fall below the required $1,000,000 minimum.

"As of October 31, 2002, we had cash and cash equivalents of
$210,032 and had borrowed the maximum $2,500,000 under our line
of credit with Associated Bank.  In November 2002, the maturity
date of our revolving line of credit was extended to February
2003.  In November 2002, we also obtained access for up to
$500,000 of temporary financing from a principal shareholder
intended as a bridge loan for the next 90 days or until we are
able to obtain permanent financing, whichever comes first.  In
addition, we received a $60,000 unsecured advance from an
executive officer in December 2002.

"We are currently pursuing the refinancing of our revolving line
of credit and are seeking other financing to fund our operations
and working capital requirements.  However, we cannot provide
any assurance that such additional financing will be available
on terms acceptable to the Company or at all.  We will need to
obtain additional capital prior to the maturity date of our
revolving line of credit to continue operations.

"Subject to the uncertainties surrounding our need for financing
as described above, we expect to continue developing our
business and to build market share in the U.S. now that we have
FDA premarket approval of our Omnicarbon 3000 heart valve for
sales in the U.S.  These activities will require significant
expenditures to develop, train and supply marketing materials to
our independent sales representatives and to build our sales and
marketing infrastructure.  As a result, we anticipate that our
sales and marketing and general and administrative expenses will
continue to constitute a material use of our cash resources.
The actual amounts and timing of our capital expenditures will
vary significantly depending upon the speed at which we are able
to expand our distribution capability in domestic and
international markets and the availability of financing.

"We expect that our operating losses and negative operating cash
flow will continue in fiscal years 2003 and 2004 as we expand
our manufacturing capabilities, continue increasing our
corporate staff to support the U.S. roll-out of our Omnicarbon
3000 heart valve, and add marketing programs domestically and
internationally to build awareness of and create demand for our
Omnicarbon heart valves.  As described above, we will need to
obtain additional capital prior to the maturity date of our
revolving line of credit to continue operations.  We anticipate
that we will need to raise between $2,000,000 and $3,000,000 of
additional equity or debt financing to fund operations and
working capital requirements in the next 1 to 6 months.  This is
in addition to refinancing our current $2,500,000 of bank debt
which matures in February 2003. We also anticipate the need to
raise a minimum of $1,500,000 in new financing within 6 to 9
months.  We may also seek to dispose of certain assets and enter
into a sale / leaseback arrangement involving our corporate
headquarters and manufacturing facility as a means to improve
liquidity. We expect to face substantial difficulty in raising
funds in the current market environment and we have no
commitments at this time to provide the required financing.  If
we obtain $2,000,000 to $3,000,000 of additional financing and
refinance our bank debt, we believe we will have sufficient
capacity to operate and fund the growth of our business for the
remainder of fiscal year 2003.  Our capital requirements may
vary depending upon the timing and the success of the
implementation of our business plan, regulatory, technological
and competitive developments, or if:

     -- operating losses exceed our projections,

     -- our manufacturing and development costs or projections
        prove to be inaccurate,

     -- we determine to license or develop additional
        technologies,

     -- we experience substantial difficulty in gaining U.S.
        market acceptance or delays in obtaining FDA clearance
        of our proprietary carbon coating process for heart
        valves sold in the U.S. market, or

     -- we make acquisitions.

"We cannot assure you that we will be able to raise sufficient
capital on terms that we consider acceptable, or at all.  If we
are unable to obtain adequate financing on acceptable terms, we
may be unable to continue operations."


METRIS MASTER: S&P Puts 9 BB-Rated Transactions on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
Metris Master Trust-related transactions on CreditWatch with
negative implications.

The CreditWatch placements reflect continued adverse performance
trends displayed by the Master Trust collateral, consisting of
VISA and MasterCard credit card receivables. In addition, on
Feb. 5, 2003, Standard & Poor's lowered its long-term
counterparty credit rating on Metris to 'CCC+' from 'B' to
reflect the company's difficulties in improving asset quality
and restoring profitability.

The Metris Master Trust has displayed deteriorating performance
trends during the past two years, but the deterioration has been
more pronounced during the past three months, as the trust has
reported increased delinquency and charge-off rates. These
Metris Master Trust-related transactions have benefited from a
lower interest rate environment, but the lower base rate costs
have not been able to wholly offset the master trust's increased
charge-off rate. As a result, despite having a lower cost of
funds, the excess spread levels for the transactions have
dropped significantly.

As of the January 2003 reporting period, the total delinquency
rate was 12.00%, which is significantly higher than the 9.79%
average total delinquency rate experienced during the past two
years. The average total delinquency rate has risen to 10.59% in
2002 from 8.73% in 2001 and 8.03% in 2000. Also, the charge-off
rate has increased to a current level of 20.41%, up from the
two-year average of 15.04%. More recently, charge-off rates have
increased since Standard & Poor's previous Metris Master Trust
downgrade in December 2002, from the October 2002 charge-off
rate of 16.56% to the January 2003 charge-off rate of 20.41%.
The trust charge-off rate increased to 16.28% in 2002 from an
average of 13.16% in 2001, and an average of 11.29% in 2000.
Furthermore, the increased charge-off rate has negatively
affected excess spread rates, causing excess spread levels to
fall from their two-year average of 6.63% to a current three-
month average of 2.31%. It should be noted that the recent
delinquency and charge-off rates displayed by the master trust
have been negatively affected by the attrition of the master
trust receivables balance.

The current payment rate of 6.30% is in line with the historical
payment rate for this trust. In addition, the trust yield has
remained stable, averaging between 26.00% and 27.00% during the
past few years, despite a decreasing interest rate environment.

On April 17, 2002, Metris Cos. Inc.'s subsidiary, Direct
Merchants Credit Card Bank N.A., entered into an agreement with
its chief regulator, the Office of the Comptroller of the
Currency, to implement a number of reforms in the bank's
operations. Since that time, Metris' management has implemented
strategies that are intended to improve the loss severity of its
portfolio, including reducing the number of credit line
extensions that are granted to customers and lowering credit
lines to higher risk customers.

As previously mentioned, Standard & Poor's lowered its ratings
on all series of Metris Master Trust in December 2002 based on
adverse collateral performance. Since that time, charge-off
rates have continued to increase.

Standard & Poor's will complete a detailed review of the credit
performance of the aforementioned Metris Master Trust relative
to the remaining credit support in order to determine if any
rating actions are necessary.

               RATINGS PLACED ON CREDITWATCH NEGATIVE

                         Metris Master Trust
                            Series 2000-1

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2000-2

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2000-3

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2001-1

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2001-2

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2001-3

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2001-4

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2002-1

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                         Metris Master Trust
                            Series 2002-2

                              Rating
               Class   To                From
               A       AA-/Watch Neg     AA-
               B       BBB+/Watch Neg    BBB+

                    Metris Secured Note Trust
                         Series 2000-1

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2000-2

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2000-3

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2001-1

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2001-2

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2001-3

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                            Series 2001-4

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2002-1

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB

                    Metris Secured Note Trust
                         Series 2002-2

                              Rating
               Class   To                From
               Notes   BB/Watch Neg      BB


METROMEDIAL FIBER: Files Chapter 11 Reorganization Plan in SDNY
---------------------------------------------------------------
Metromedia Fiber Network, Inc. (MFN), the leading provider of
digital communications infrastructure solutions, has filed its
Plan of Reorganization with the United States Bankruptcy Court
in Southern District of New York Court in White Plains. This is
a critical step forward for the Company in its efforts to emerge
successfully from Chapter 11.

"We promised our customers that we would do everything possible
to emerge as quickly as we could and I intend to fulfill that
promise with the filing of this plan," said John Gerdelman,
President and Chief Executive Officer of MFN. "We expect to
emerge from this process a more financially stable and
competitive company. We have been EBITDAR positive in excess of
projections for the past five months, our cash position has
almost doubled from $38 million when we filed for protection in
May to $73 million and we have paid down more than $17 million
of our bank debt. This is truly a survivor story that is the
direct result of the hard work and extraordinary commitment of
our employees."

MFN's post-bankruptcy business strategy includes continued
operation of all its core business segments - metropolitan fiber
network, data centers, IP transit and managed services.

MFN is the leading provider of digital communications
infrastructure solutions. The Company combines an extensive
metropolitan area fiber network with a global optical IP
network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies. The all-fiber infrastructure enables MFN customers to
share vast amounts of information internally and externally over
private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York.

For more information on MFN, please visit the Company's Web site
at http://www.mfn.com


MIDWEST EXPRESS: Continues Aircraft Financing Negotiations
----------------------------------------------------------
Midwest Express Holdings, Inc., (NYSE: MEH) met Thursday with
aircraft lessors and debt providers to present a restructuring
proposal regarding obligations on the financed portion of the
airline holding company's fleet. The other week, the company
announced a 100-day suspension of aircraft lease and debt
payments to provide it the opportunity to renegotiate the
obligations to bring them in line with market conditions and
better reflect the reduced market values of the aircraft.

The discussions are part of Midwest Express Holdings'
comprehensive strategic plan to achieve savings of more than $4
million monthly, with restructuring of aircraft-related
obligations constituting a part of the targeted savings. As of
March 13, the company had an unrestricted cash position of
approximately $31 million.

Robert S. Bahlman, senior vice president and chief financial
officer, said after the first meeting that the parties were
engaged in meaningful discussions, and that the company is
hopeful they will reach a mutually agreeable resolution in due
course. In the meantime, he said, the company continues to pay
other financial obligations in full and on time.

"Midwest Airlines and Midwest Connect are continuing to operate
as scheduled, with no interruption in service," Bahlman
reassured passengers. "Customers can purchase tickets or redeem
their frequent flyer awards with confidence, knowing we have no
expectation that our ability to continue operating will change."

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc.
- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 51 cities.
More information is available at http://www.midwestairlines.com


MOBILE KNOWLEDGE: Ontario Court OKs Asset Sale to Longitude Fund
----------------------------------------------------------------
Longitude Fund Limited Partnership, a merchant-banking fund
managed by Latitude Partners of Toronto, has acquired the
business of Mobile Knowledge. The new, privately-owned company
will continue to operate under the name Mobile Knowledge,
servicing the customers of its predecessor and selling the full
line of award-winning wireless dispatch and mobile media
products to the taxi and transit markets worldwide.

Friday last week, the Ontario Superior Court approved the
acquisition of the assets of Mobile Knowledge Inc., by a company
owned by the Longitude Fund, marking the conclusion of the sale
process initiated by the Interim Receiver, Richter & Partners
Inc., on January 29, 2003. The new company plans to keep
operations intact, including the management team and the more
than 50 jobs in Ottawa.

"We have emerged from this process as a healthy private company
with a strong balance sheet, reinvigorated employees and
industry-leading products," said David Levy, who will continue
to serve as President and CEO. "We have been gratified by the
support we received from our customers, suppliers, and employees
as well as the financial support of Latitude, all of which
enabled us to get through the receivership process so smoothly,"
he added.

Since taking over as CEO in late 2001, Mr. Levy has led a
complete restructuring and turnaround of Mobile Knowledge. A new
management team was brought in, several non-core operations were
closed, a new line of next- generation dispatch and mobile media
products was developed and brought to market and programs of
expense reduction and continuous improvement were implemented.
"Mobile Knowledge is very different today than it was just 18
months ago," said Mr. Levy. "Our employees have notched up many
hard-won achievements in that time, and now that we have emerged
from receivership as a strong, vibrant company, we are finally
in a position to capitalize on those achievements".

"Everyone at Mobile Knowledge is extremely optimistic now that
we have come out of receivership as a well-grounded company, and
we see great opportunities ahead of us," Mr. Levy concluded.


MORGAN GROUP: Gets Nod to Bring-In FM Stone as Real Estate Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave its nod of approval to The Morgan Group, Inc., and its
debtor-affiliates' application to employ FM Stone Commercial as
their real estate listing agent.

The Debtors relate that they acquired several pieces of real
estate which will need to be disposed of during their Chapter 11
cases.  To that end, FM Stone will provide both traditional and
electronic marketing of the properties on a national scale, with
exposure through several national real estate listing services
and multiple exchange associations, and will also develop and
implement an aggressive and proactive advertising campaign to
ensure that the highest values are obtained for the properties.

FM Stone has received no retainer in this case, and the terms of
FM Stone's compensation will be:

  Property           Expiration Date      Commission
  --------           ---------------      ----------
  Middlebury, IN     June 30, 2003        8% of sales price
  Elkhart, IN        June 30, 2003        5% of sales price up
                                          to $1,475,000; 6% of
                                             sales price over
                                             $1,475,000
  Wakarusa, IN       June 30, 2003        8% of sales price
  Mocksville, NC     June 30, 2003        10% of sales price
  Montevideo, MN     June 30, 2003        10% of sales price
  Woodburn, OR       June 30, 2003        10% of sales price
  (Parcel R106971,
  Industrial Park)

The Morgan Group is a holding company; its Morgan Drive Away and
TDI subsidiaries 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.


NATIONAL CENTURY: Sues Boston Medical to Recoup Over $3M in Cash
----------------------------------------------------------------
According to Drew H. Campbell, Esq., at Bricker & Eckler, in
Columbus, Ohio, one of National Century Financial Enterprises,
Inc.'s estate properties is $3,799,652 in cash proceeds of a
failed settlement that is currently in an escrow account held
for the benefit of the Unsecured Creditors' Committee of the
Boston Regional Medical Center, Inc.  The cash proceeds were
deposited at Boston Federal Savings Bank.  The balance as of
September 30, 2002 was approximately $3,848,304.

Consequently, the Debtors demand Boston Medical Regional Center
and its Unsecured Creditors' Committee to turnover these funds.

Prior to its bankruptcy, Boston Regional operated a 195-bed
acute care hospital in Stoneham, Massachusetts.  In July 1995,
Boston Regional and the Debtors entered into a Sale and
Subservicing Agreement, for the sale of Boston Regional's
accounts receivable. Then, on February 4, 1999, Boston Regional
commenced a Chapter 11 case in the U.S. Bankruptcy Court for the
District of Massachusetts.

Mr. Campbell recounts that on January 18, 2000, Boston Regional
filed an adversary proceeding against the Debtors.  The
complaint, as amended from time to time, alleged breaches of the
SSA, as well as breaches of alleged financing agreements in
connection with a proposed sale of the hospital.

A second adversary proceeding was commenced against the officers
and trustees of Boston Regional -- the D&O Complaint.   The
Unsecured Creditors' Committee asserted claims of breach of
fiduciary duty and gross negligence in connection with the
failure of the hospital.  The defendants filed third party
claims for indemnity and contribution against the Debtors in
this case.

After extensive negotiations, Boston Regional, the Unsecured
Creditors' Committee, and the Debtors entered into a settlement
agreement on October 10, 2001.  The agreement settled all claims
against the Debtors, as well as dismissal of all third-party
claims against them.  In connection with the Settlement
Agreement, the Debtors wired $3,799,652 to counsel for the
Unsecured Creditors' Committee.  It represented the cash payment
portion of the total settlement paid to the Unsecured Creditors
Committee.

The Settlement Agreement provides that as a condition precedent
to performance by the Debtors, its "Effective Date" would not
occur until a "Final Order" had been issued dismissing both the
Boston Regional and the D&O Complaints as well as all third-
party claims.  However, Mr. Campbell points out, the Settlement
Agreement was never approved by any court, no bar order ever
issued, and the complaints were never dismissed.

As a result of the NCFE bankruptcy, Judge Carol J. Kenner of the
United States Bankruptcy Court, District of Massachusetts,
Eastern Division, entered an order staying both the Boston
Regional and the D&O cases, and stating that the automatic stay
included "efforts to collect debts against NCFE, including the
proceedings concerning the present compromise."

On December 16, 2002, the Debtors' counsel made a demand upon
Boston Regional for the return of the Cash, plus interest.  To
date, Boston Regional and its Unsecured Creditors' Committee
have failed and refused to return the Cash to the Debtors.

Thus, the Debtors commenced this Complaint for turnover of money
by Boston Regional on these counts:

A. Count I: Turnover

   Mr. Campbell emphasizes that the Cash is property of the
   Debtors' estate, pursuant to Section 542(a) of the
   Bankruptcy Code, and is of more than inconsequential value or
   benefit to the estate.

   Moreover, the Debtors have demanded, and Boston Regional has
   refused, to return the Cash.  "The Debtors are entitled to
   immediate turnover of the Cash," Mr. Campbell asserts.

B. Count II: Conversion

   The Cash has been and remains in the possession, custody, or
   control of the Unsecured Creditors' Committee of Boston
   Regional.  Accordingly, the Debtors have demanded return of
   the Cash and Boston Regional and its Unsecured Creditors'
   Committee have refused to return the Cash.

   Mr. Campbell explains that the continued exercise of dominion
   and control over the Cash is wrongful as to the Debtors and
   has damaged them in an amount in excess of the value of the
   Cash.

Thus, the NCFE Plaintiffs demand:

   (a) the immediate turnover of $3,799,652, plus interest;

   (b) an accounting;

   (c) punitive damages; and

   (d) all costs of prosecuting this action, including
       attorney's fees. (National Century Bankruptcy News, Issue
       No. 10; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


NATIONSRENT INC: Files Exhibits to its Consensual Reorg. Plan
-------------------------------------------------------------
NationsRent, Inc. (NRNQE), has filed exhibits for its consensual
plan of reorganization. These exhibits provide additional
details about the plan, including the slate of initial directors
of the reorganized Company, and are available in their entirety
on the Company's Web site at http://www.nationsrent.com

Among the new directors is Thomas J. Putman, age 52, who will
serve as the Chief Executive Officer of the reorganized company.
Mr. Putman is an investment partner of Phoenix Rental Partners,
L.L.C. and an industry veteran of 28 years.

Mr. Putman most recently served Fluor Corporation for 26 years
in a number of capacities, including Group President for the
Fluor Daniel Diversified Services Group and President and Chief
Executive Officer of American Equipment Company from 1990 to
1997. Founded in 1947, AMECO is a leading global full-service
supplier of site services and fleet outsourcing for industries
in the construction, mining, government and industrial markets
located in Canada, the U.S., Mexico, the Caribbean and South
America.

In addition to his direct industry background, Mr. Putman has
served on numerous private and charity boards, and has held
leadership roles in industry associations, including service as
president of the Association of Construction Equipment Managers.

"Jeff is a knowledgeable, seasoned executive with a wealth of
experience," stated D. Clark Ogle, the Company's current Chief
Executive Officer. Ogle continued, "His familiarity with the
industry will be a genuine advantage for NationsRent as it
emerges from chapter 11."

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates 246 locations in 26 states. NationsRent branded
stores offer a broad range of high-quality construction
equipment with a focus on superior customer service at
affordable prices with convenient locations in major
metropolitan markets throughout the U.S. More information on
NationsRent is available on its home page at
http://www.nationsrent.com

Phoenix Rental Partners, L.L.C. was formed in 2001 for the
specific purpose of acquiring debt securities of NationsRent in
the secondary markets. In 2002, Phoenix formed an investment
alliance with the Baupost Group, L.L.C. to leverage the combined
talents and capital of each organization as it relates to
distressed investment opportunities in the construction
equipment rental industry. Bryan Rich and Douglas Suliman are
Phoenix's majority owners, who have over 30 years of operating
and financing experience in the construction equipment rental
industry.


NEXTCARD: Gets Court Nod to Extend Exclusivity Until June 16
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
NexCard, Inc., obtained an extension of its exclusive periods.
The Court gives the Debtor, until June 16, 2003, the exclusive
right to file its plan of reorganization and until August 13,
2003, to solicit acceptances of that Plan from creditors.

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.


NTELOS INC: Court Okays Marcus Santoro as Conflicts Counsel
-----------------------------------------------------------
NTELOS Inc., and is debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Virginia to retain and employ Marcus, Santoro & Kozak, P.C.,
as Co-Counsel to the Debtors.

Concurrently, the Debtors seek to employ the law firm of Hunton
& Williams as their general bankruptcy counsel.  The Debtors
point out that Marcus Santoro will work as conflicts counsel to
serve along with Hunton & Williams.

As conflicts counsel to the Debtors, Marcus Santoro's
responsibilities will include:

     a. representing the Debtors in matters where Hunton &
        Williams has a perceived conflict of interest or is
        otherwise unable to represent the Debtors; and

     b. such other matters in which the Debtors determine to
        consult with Marcus Santoro because of its particular
        strength in a given area, provided that Marcus Santoro
        does not duplicate work being performed by Hunton &
        Williams.

Frank J. Santoro, a director of Marcus Santoro will head the
legal team representing the Debtors in these cases.  The firm's
current hourly rates range from:

          Attorneys      $160 to $260 per hour
          Paralegals     $ 35 to $ 90 per hour

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.


OCWEN FINANCIAL: Fitch Affirms B/D Senior & Individual Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the 'B' senior rating and 'D'
individual rating of Ocwen Financial Corp (OCN). In addition,
Fitch has raised the Long-term deposit rating of Ocwen Federal
Bank (OFN), OCN's primary banking subsidiary to 'B+' from 'B'
and affirmed all other ratings of OFB. The Rating Outlook for
OCN and OFB has been revised to Stable from Negative.
Approximately $133 million of bank and holding company debt is
affected by this action. A complete list of affected ratings is
detailed at the end of this release.

Fitch's Outlook revision to Stable highlights OCN's progress in
disposal of non-core assets and good cash position at the
holding company relative to maturing debt obligations. Over the
course of 2002, OCN reduced non-core assets by 55% or $297
million and remaining non-core assets now stand at $246 million.
In addition, OCN has repurchased $73.5 million of holding
company debt and strengthened the cash position of the bank and
the holding company. Fitch believes that OCN should have
sufficient cash and liquidity to repay $44 million of maturing
debt in October 2003. Fitch's upgrade of the long-term deposit
rating reflects the fact that previously, the long-term deposit
ratings was equalized with the senior rating of the holding
company due to the deteriorating finances of the group. However,
given the change in Outlook and national depositor preference,
the long-term deposit rating has been raised to 'B+'.

Positively, OCN's rating continues to reflect its market
position in mortgage servicing, reduction in non-core assets,
and declining leverage. OCN mortgage servicing has remained a
positive contributor to earnings and profitability given its
growing scale. Although the company's technology investments
have yet to break-even, losses in this segment have steadily
declined. Moreover, the continued reduction in non-core assets
should allow OCN to direct its resources more fully to its core
servicing and technology businesses. Fitch's rating concerns
continue to reflect the company's weak core operating
performance, less developed funding profile, potential
challenges in transferring servicing operations overseas, and
need to maintain servicing portfolio scale. Core operating
performance has mainly been weighed down by OTX, the company's
technology services business, which continues to post losses.
OCN's less developed funding profile effectively limits upward
momentum in the rating since OCN mainly relies on short term
secured credit lines to fund its operations.

Fitch notes that OCN recently resolved litigation that will
require an additional pretax charge to earnings of $2.25 million
to be taken in the fourth quarter of 2002. The company has one
other major lawsuit outstanding and a highly unfavorable outcome
in this litigation could have negative rating repercussions for
OCN.

Ocwen Financial Corp., is a financial services company based in
West Palm Beach, Florida. The company provides servicing and
special servicing of non-conforming, sub-performing residential
and commercial mortgages to third parties. OCN is also active in
developing servicing related software. At Dec. 31, 2002, OCN's
servicing portfolio totaled $30.7 billion.

       Ratings affirmed; Rating Outlook revised to Stable

                       Ocwen Financial Corp.

               -- Senior debt 'B';
               -- Short-term 'B';
               -- Individual 'D';
               -- Support '5'.

                       Ocwen Federal Bank

               -- Short-term deposits 'B';
               -- Subordinated debt 'B-';
               -- Individual 'C/D';
               -- Support '5'.

       Ratings raised; Rating Outlook revised to Stable

                       Ocwen Federal Bank

               -- Long-term deposits to 'B+' from 'B'.


PENTON MEDIA: Dec. 31 Balance Sheet Upside-Down by $61 Million
--------------------------------------------------------------
Penton Media, Inc. (NYSE: PME), a diversified business-to-
business media company, announced fourth-quarter 2002 revenues
of $63.8 million, and adjusted EBITDA (net income before
interest, taxes, depreciation and amortization, non-cash
compensation and unusual items) of $5.3 million. These results
compared with revenues of $86.7 million and adjusted EBITDA of
$11.9 million in the fourth quarter of 2001.

The Company had net income in the quarter of $12.9 million,
primarily due to a $30.7 million tax benefit, compared with a
net loss of $67.9 million in the year-ago quarter. The net
income applicable to common stockholders was $12.3 million,
compared with a loss of $67.9 million in fourth quarter 2001.

The most significant impact on quarterly operating results was
the performance of trade shows in the Technology Media segment.
Revenues for technology events declined nearly 75% compared with
last year. In addition, technology publishing revenues declined
about 24%. Results for the Technology Media segment reflected
severely challenging conditions in Internet and
telecommunications markets. Several Internet and telecom-related
media products were recently sold by the Company due to
uncertain near-term recovery prospects for these market
segments.

On a product line basis, Publishing adjusted EBITDA improved
61.3%, producing a 14.4% margin compared with an 8.1% margin in
the year-ago quarter. These improvements came on revenues of
$39.9 million - down 9.7% from fourth quarter 2001 - reflecting
the impact of cost reductions and process improvements put in
place during the year.

Trade Shows and Conferences experienced a 48.7% revenue decline
in the quarter and a 71.3% decline in adjusted EBITDA, again
reflecting downturns in Internet and telecom markets and
Penton's events for those segments, many of which have been
divested.

Online Media revenues grew 30.4% and generated $1.2 million in
adjusted EBITDA, a significant improvement versus a $0.4 million
loss in the year-ago quarter.

                         FULL-YEAR RESULTS

Penton's performance in 2002 was adversely impacted by marketing
cutbacks in technology and manufacturing businesses, which faced
persistently declining sales and market turmoil during the year.

Annual revenues were $235.1 million, a decline of $123.8
million, and adjusted EBITDA was $14.5 million, a decrease of
$27.1 million, compared with 2001. The declines were due
primarily to sharp business downturns for the Company's global
portfolio of trade shows serving Internet and telecom-related
markets. The declines for these events represented 63.0% of
Penton's annual revenue decline and more than 100% of its
adjusted EBITDA decline.

The Company had a net loss of $286.3 million for the year
compared with a net loss of $104.1 million in 2001. The net loss
applicable to common stockholders was $332.5 million, or $10.27
per diluted share, compared with a loss of $104.1 million, or
$3.26 per diluted share, in 2001.

The Lifestyle Media and Retail Media segments, which together
comprised 22.3% of Penton's revenues, saw expanded revenues in
2002, reflecting stronger conditions in consumer end markets
such as natural products and foodservice. Adjusted EBITDA
increased 13.9% for Lifestyle Media, producing a 36.1% margin,
compared with a 32.7% margin in 2001. Retail Media adjusted
EBITDA grew 22.0% and the margin expanded to 26.9% from 23.4% in
2001.

Growth in these two segments was offset by results in the
Technology Media (38.4% of revenues) and Industry Media (39.3%
of revenues) segments. Technology Media experienced a 53.7%
full-year revenue decline and an adjusted EBITDA decline of
99.3%. Revenues for the Industry Media segment fell 18.5%, and
adjusted EBITDA declined 17.7%; however, margin grew modestly to
16.7%.

On a product line basis, Publishing revenues declined 20.7% for
the year. Process efficiencies and cost management initiatives
improved adjusted EBITDA over 2001 and contributed to an
expanded margin of 16.4%, up from 12.9% in 2001.

Trade Shows and Conferences suffered significantly, as a
majority of the Company's events in 2002 served the battered
global Internet and broadband markets. Revenues for events in
2002 fell 58.9%, and adjusted EBITDA declined 84.8%.

Online Media revenues grew 4.9% in 2002 and produced a
significant increase in adjusted EBITDA to $3.3 million,
compared with a loss of $3.1 million in 2001, reflecting
successful portfolio management and product enhancements.

Net loss for the year was impacted by:

     -- Restructuring charges totaling $15.4 million;

     -- A non-cash impairment charge of $39.7 million, or $1.23
per diluted share, related to the adoption of SFAS No. 142,
"Goodwill and Other Intangible Assets";

     -- A non-cash impairment charge of $203.3 million, or $6.28
per diluted share, related to an additional impairment review
under SFAS No. 142;

     -- A non-cash charge of $20.0 million, or $0.61 per diluted
share, related to other intangible assets;

     -- A tax benefit of $40.5 million, which is the result of
the Company's 2002 net operating loss available for carryback,
less a valuation allowance for the Company's net deferred tax
assets and net operating loss carryforwards not expected to be
utilized.

               PRO FORMA RESULTS FOR DIVESTITURES

On a pro forma basis, excluding the results of recently divested
media properties, fourth-quarter revenues would have been $62.1
million compared with $80.4 million in the fourth quarter of
2001, and adjusted EBITDA would have been $5.5 million, compared
with $11.0 million in the year-ago quarter.

On the same basis, full-year revenues would have been $227.5
million compared with $331.7 million. Adjusted EBITDA would have
been $15.8 million compared with $33.5 million in 2001.

             COST STRUCTURE AND LIQUIDITY IMPROVEMENTS

"Last year was very disappointing; however, we responded
aggressively to offset the dramatic downturn in our business by
reducing Penton's operating costs approximately $97.0 million,
including a $10.7 million, or 30.9%, reduction in general and
administrative costs," said Thomas L. Kemp, chairman and chief
executive officer. "These cost reductions should have a
favorable impact on 2003 cash flows, assuming business remains
stable at current volumes."

Throughout the B2B media recession of the past two years, Penton
has implemented process improvements and organizational changes
that it expects will provide permanent cost structure benefits
to the Company, Kemp said. "We have embedded meaningful
efficiencies in the organization that position Penton for
significant operating leverage when global economies improve,
and when we begin to see an upturn in the technology and
manufacturing sectors," he said.

Kemp noted, however, that Penton's planning for 2003 assumes no
recovery in global economies or in the Company's B2B markets,
and that the Company continues to carefully monitor its
liquidity to ensure that it can operate comfortably through the
bottom of the B2B media recession.

Kemp added that, despite challenging business conditions, Penton
continues to invest in portfolio development, with a focus on
strengthening its core media brands and leveraging business
opportunities in emerging industries that tie to its existing
market positions.

Liquidity highlights include:

     -- Cash at December 31, 2002, of $7.4 million;

     -- Receipt of a 2002 tax refund of $52.7 million on
January 29, 2003, reflecting the maximum benefit of a tax loss
carryback for the year;

     -- Access to an undrawn revolving credit facility, with
current availability of approximately $15.0 million.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $61 million.

               Q1 PREVIEW: ADJUSTED EBITDA GROWTH

The first quarter of 2003 is developing consistent with the
Company's plan. Revenues for ongoing properties are expected to
decline by approximately 10% from the first quarter of 2002.
However, the benefits of the Company's cost reduction program
are expected to result in a meaningful increase in adjusted
EBITDA and adjusted EBITDA margins.

The Company is experiencing solid growth in its natural products
and foodservice media portfolios in the first quarter, offset by
continuing weakness for products serving the manufacturing and
electronics OEM markets. The Company's important enterprise IT
business appears to be stabilizing in a continuing turbulent
market sector.

Visibility remains limited in many of Penton's markets,
particularly given the high level of concern surrounding
geopolitical events. Until the uncertainty that continues to
depress business spending lifts substantially, Penton management
expects visibility to remain challenging, and therefore plans to
continue to provide guidance only on a quarter-by-quarter basis.

"During this period of heightened concern in the markets Penton
serves, our strategic focus is on improving earnings and margins
by strictly controlling costs," Kemp said. "However, we are also
investing in our leading media brands and aggressively promoting
the value they provide in helping our customers achieve their
sales and marketing objectives."

Penton Media -- http://www.penton.com-- is a diversified
business-to-business media company that produces market-focused
magazines, trade shows and conferences, and a broad offering of
online media products. Penton's integrated media portfolio
serves the following industries: Internet/broadband; information
technology; electronics; natural products; food/retail;
manufacturing; design/engineering; supply chain; aviation;
government/compliance; mechanical systems/construction; and
leisure/hospitality.


RADNOR HOLDINGS: S&P Ups Corporate Credit Rating to B+ from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on packaging manufacturer Radnor Holdings Corp., to 'B+'
from 'B-' following the company's announcement that it had
successfully completed its debt refinancing. All ratings were
also removed from CreditWatch. The current outlook is stable.

At the same time, Standard & Poor's raised its rating on
Radnor's senior unsecured notes to 'B' from 'B-'.

"The completed refinancing has enhanced financial flexibility,
and eliminated near-term refinancing pressures", said Standard &
Poor's credit analyst Liley Mehta. "The $135 million senior
notes are rated one notch below the corporate credit rating,
reflecting the amount of priority debt in the company's capital
structure, following the establishment of its $90 million credit
facility, which would limit note holders' prospects for full
recovery under a default scenario".

With annual sales of about $323 million, Radnor, based in
Radnor, Pa., produces expanded polystyrene foam disposable cups
and EPS resins in the U.S. and Europe. Following the recent
completion of its debt refinancing, Radnor has total outstanding
debt of about $215 million. The rating revision reflects
Radnor's improved liquidity position and extended debt maturity
profile. In addition, ratings also recognize the company's
improved operating and financial performance.


SAFETY-KLEEN: Solicitation Exclusivity Extended to May 30, 2003
---------------------------------------------------------------
Safety-Kleen Corp. and its debtor-affiliates obtained Judge
Walsh's approval to extend their exclusive period to solicit
acceptances of their plan for an additional 90 days, or to
May 30, 2003. (Safety-Kleen Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAIF CORP: S&P Hatchets Counterparty Credit Rating Down 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.


SEQUA CORP: Reports Improved Operating Performance for Year 2002
----------------------------------------------------------------
Sequa Corporation (NYSE: SQAA) -- whose senior unsecured debt
has been downgraded by Fitch Ratings to 'BB-' from 'BB+' --
recorded lower sales but posted operating income gains for 2002.

The improved operating performance was achieved despite the
unfavorable effects of the decline in the commercial airline
industry on Chromalloy Gas Turbine, the company's largest
operating unit, and is a reflection of the balance afforded by
the company's diversified operating base.

For the year ended December 31, 2002, Sequa's sales totaled $1.7
billion, slightly lower than the $1.8 billion recorded a year
ago. The decline primarily reflects lower sales at the large
Chromalloy Gas Turbine unit and the smaller MEGTEC Systems
operation, both of which combated severe market conditions
throughout the year.

Operating income for 2002 rose sharply to $61.2 million from
$25.9 million in 2001. It is important to note that reported
operating income for 2002 includes the benefit of reduced
restructuring charges and related provisions ($4.5 million in
2002 and $22.4 million in 2001) and the absence of a large
environmental charge ($13.3 million) and goodwill amortization
($13.1 million) in 2001. After adjusting to eliminate these
factors, pro forma operating income amounted to $65.7 million in
2002 and $74.7 million in 2001. While Chromalloy's pro forma
operating income declined sharply and MEGTEC Systems posted a
loss for 2002, all other operating units generated noteworthy
improvement for the year.

Income from continuing operations - before the effect of a
required accounting change - rose to $9.2 million or 68 cents
per share in 2002. As previously announced, net income for 2002
was lowered by two factors: a required change in accounting for
goodwill, which reduced net results by $114.8 million or $11.02
per share; and a loss from a discontinued financial services
operation (Sequa Capital) that reduced final results by $11.0
million or $1.05 per share. The loss from discontinued
operations stems from the write-off of an aircraft lease with
bankrupt United Airlines and the write-down of other aircraft
leases in the Sequa Capital portfolio. As a result of these
factors, final net for the year was a loss of $116.5 million or
$11.39 per share. Net income for 2001 totaled $8.0 million or 58
cents per share and included the benefit of a tax settlement
that added $36.0 million or $3.47 per share to final results.

                  Summary of Results by Segment

Aerospace: Chromalloy Gas Turbine's sales declined 10 percent
last year, a reflection of the drop in airline travel and
consequent pressure on commercial airlines that began in the
aftermath of September 11 and persisted throughout 2002.
Operating income declined 32 percent, despite cost-reduction
actions to counter the effects of lower demand and pricing
constraints. Chromalloy also increased provisions for slow-
moving parts inventories. Chromalloy's military and industrial
turbine businesses moved sharply higher in 2002, while the
original equipment portion of its commercial operations
declined. In light of the continuing difficulties in the airline
industry, Chromalloy is not expected to return to its pre-
September 11 performance level in 2003. Moreover, depending on
changes in the condition of the commercial airline industry,
Chromalloy may implement further restructuring actions during
the current year.

Propulsion: Atlantic Research - which produces automotive airbag
inflators and propulsion systems for missile and space
applications - generated higher results in 2002, posting a sales
increase of six percent and a turnaround in operating income.
The automotive unit recorded higher domestic and foreign sales.
Operating results also improved due to productivity gains
derived from the company's Six Sigma program and lower operating
expenses. The propulsion unit posted higher sales under tactical
weapons programs and the initiation of development work on
contracts for air breathing rocket systems. The advance in
operating income for this unit reflects the inclusion of a
technology transfer payment of $4.0 million in 2002, as well as
the absence of a large environmental provision ($10.2 million)
that had affected operating income for 2001.

Metal Coating: Precoat Metals - which coats coils of steel and
aluminum for industrial end users - posted slightly lower sales
for 2002, the result of the continued contraction in its largest
market, commercial construction. Nonetheless, Precoat Metals'
profits - after adjusting to exclude restructuring charges and
goodwill amortization - advanced five percent in 2002. The
increase reflects market share gains and the combined benefits
of restructuring actions taken in 2001 and the company's ongoing
Six Sigma program.

Specialty Chemicals: Results of United Kingdom-based chemicals
supplier Warwick International were strong for 2002, with
double-digit increases in both sales and operating income. The
improvements were derived primarily from stronger sales of the
detergent additive, TAED, and the enhancement of internal
operating efficiencies derived from Six Sigma initiatives.
Results also benefited from improved profitability at an
international network of distribution companies and from the
favorable effect of currency movements.

Other Products: Results of the four operations in the other
products segment were mixed in 2002. MEGTEC Systems, the largest
unit, recorded a 15 percent decline in sales and posted a large
operating loss for the year, despite the sales and income added
by a business acquired in late 2001. The declines reflect the
impact of substantial weakness in graphic arts, MEGTEC's largest
market, combined with softness in other industrial equipment
markets of Europe and Asia. Restructuring charges of $2.3
million in 2002 added to the unfavorable results for this unit,
though the actions taken will lower costs in 2003. Sequa Can
Machinery - which has endured a multi-year contraction of the
container industry - achieved a turnaround in 2002, with sales
up six percent and profitability restored. The machinery unit
began 2003 with a strengthened backlog of orders and a positive
outlook for the first half of the current year. Automotive
products supplier Casco Products produced higher sales and
income for 2002, due to advances at European operations and to
the effects of restructuring actions taken in 2001. Men's
formalwear maker, After Six, posted lower sales but generated
improved profitability in 2002, the latter due to restructuring
actions of 2001. With an improved backlog position at the end of
2002 and further restructuring completed, results are expected
to strengthen in 2003.

               Summary of Fourth Quarter Results

Sales for the fourth quarter of 2002 advanced five percent to
$452.9 million from $429.7 million in the same period of 2001,
with increases at four of the company's five segments. The
advance in reported operating results to $19.8 million for the
fourth quarter of 2002 was more pronounced, as the operating
loss of $22.4 million posted for the 2001 fourth quarter
included goodwill amortization of $3.4 million, restructuring
and related provisions of $13.5 million and environmental
charges of $13.3 million, whereas the fourth quarter of 2002
included only a restructuring charge of $1.8 million. After
adjusting for these factors, pro forma operating income was
$21.6 million in the fourth quarter of 2002 and $7.8 million in
the fourth quarter of 2001. Income from continuing operations
for the final quarter of 2002 was $6.4 million or 56 cents per
share. After including the loss from discontinued operations of
$11.0 million or $1.05 per share, the final result for the
fourth quarter of 2002 was a loss of $4.6 million or 49 cents
per share. In the fourth quarter of 2001, the company recorded a
net loss of $25.6 million or $2.51 per share.


SIERRA HEALTH: Completes Senior Convertible Debenture Offering
--------------------------------------------------------------
Sierra Health Services Inc., (NYSE:SIE) completed its offering
of $115 million aggregate principal amount of its 2-1/4% senior
convertible debentures due 2023, which includes $15 million
aggregate principal amount of debentures issued pursuant to an
option granted to the initial purchasers. The sale of $100
million of debentures was completed on March 3, 2003, and the
sale of the additional $15 million of debentures was completed
on March 14, 2003.

The debentures are convertible, at the option of the holders,
into shares of Sierra Health Services Inc. common stock at a
conversion price of $18.29 (which represents a conversion
premium of 47.5% over the Feb. 25, 2003, closing price of
$12.40), upon certain conditions including the sale price of
Sierra's common stock exceeding 120% of the conversion price at
specified times. The debentures are puttable to Sierra for cash
or Sierra common stock, at Sierra's election, on March 15 in
2008, 2013 and 2018 and upon certain corporate events. The
debentures can be called for cash beginning on March 20, 2008.

The debentures have not been and will not be registered under
the Securities Act or any state securities laws and unless so
registered may not be offered or sold in the United States
except pursuant to an exemption from, or in transactions not
subject to, the registration requirements of the Securities Act
of 1933 and applicable state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale for the debentures in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state.

Sierra Health Services Inc., based in Las Vegas, is a
diversified health care services company that operates health
maintenance organizations, indemnity and workers' compensation
insurers, military health programs, preferred provider
organizations and multispecialty medical groups. Sierra's
subsidiaries serve more than 1.2 million people through health
benefit plans for employers, government programs and
individuals.

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

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


SPIEGEL: Files for Chapter 11 Protection in Manhattan
-----------------------------------------------------
In order to address its financial and operational challenges,
Spiegel, Inc., and its principal operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.

Spiegel has secured a $400 million senior secured debtor-in-
possession (DIP) financing facility from Bank of America, N.A.,
Fleet Retail Finance, Inc., and The CIT Group/Business Credit,
Inc.  Banc of America Securities LLC arranged this financing.
This facility will be used to supplement the company's existing
cash flow during the reorganization process. The company
anticipates that this financing, together with its current cash
reserves and cash flow from its operations, will be sufficient
to fund its operations during the reorganization process. The
company expects to be able to access $150 million of this
facility upon Bankruptcy Court approval of an interim financing
order.  Access to the full facility is subject to final
Bankruptcy Court approval at a later date and satisfaction of
certain other conditions.

During this process, the company expects to continue to provide
the same high-quality goods and services as it has in the past.
All stores and catalog operations are open and serving
customers. The company's gift certificates and merchandise
credits will be honored as always and its return and exchange
policies will not be affected by the filing.  The Spiegel Group
companies included in the filing are continuing to pay employee
wages and salaries, to offer the same medical, dental, life
insurance, disability and other benefits and to accrue vacation
time without interruption.

In conjunction with today's filing, the company filed a variety
of "first day motions" to support its associates and vendors,
together with its customers and other stakeholders, during this
process. The court filings include requests to approve the
interim DIP financing and maintain existing cash management
programs; to retain legal, financial and other professionals to
support the company's reorganization case; and for other relief.
During the restructuring process, vendors, suppliers and other
business partners will be paid under normal terms for goods and
services provided during the reorganization.

"This filing is an important step in a controlled process that
we expect will allow The Spiegel Group to address its immediate
liquidity needs, restructure its debt obligations and other
financing arrangements and improve its prospects for future
growth and profitability," said William C. Kosturos, chief
restructuring officer and interim chief executive officer of The
Spiegel Group. "We are grateful for the loyalty and commitment
of our associates and the constructive relationships with our
vendors and service providers."

The company's bank subsidiary, First Consumers National Bank
(FCNB), and FCNB's subsidiary are not part of the filing.  The
bank is being liquidated under the terms of a preexisting
consent order entered into with the Office of the Comptroller of
the Currency in May 2002.

As previously disclosed, the company is no longer honoring the
private- label credit cards issued by FCNB to customers of
Spiegel's merchant companies (Eddie Bauer, Newport News and
Spiegel Catalog).  FCNB also recently discontinued charging
privileges on all MasterCard and Visa bankcards issued by FCNB
to its customers. While the inability of customers to use their
private-label cards to make purchases from the merchant
companies will adversely affect the company's net sales, the
company cannot yet predict the severity of this decline. In
order to enable its merchant companies to issue new private-
label credit cards as soon as possible, the company is actively
seeking a third-party service provider to finance and service
receivables generated from these new cards.

As previously announced, the company appointed William Kosturos,
a managing director at Alvarez and Marsal, as interim CEO and
chief restructuring officer, effective March 1, 2003. Together
with the company's management team, he will be actively engaged
in advising the company on reorganization matters and working to
rebuild and reposition the company. The company also has
retained Alvarez & Marsal as advisors.

In its filing documents, Spiegel, Inc and its filing
subsidiaries listed total assets with a book value of $1.737
billion and total liabilities of $1.706 billion as of February
22, 2003.

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


SPIEGEL: Case Summary & 30-Largest Unsecured Creditors
------------------------------------------------------
Debtor entities filing separate chapter 11 petitions:

     Case No.   Debtor
     --------   ------
     03-11539   Newport News, Inc.
     03-11540   SPIEGEL, INC.
     03-11541   Spiegel Catalog, Inc.
     03-11542   Spiegel Publishing Co.
     03-11543   Ultimate Outlet Inc.
     03-11544   Spiegel Catalog Services, LLC
     03-11545   Spiegel Marketing Corporation
     03-11546   Spiegel Management Group, Inc.
     03-11547   Eddie Bauer, Inc.
     03-11548   Eddie Bauer Diversified Sales, LLC
     03-11549   Eddie Bauer International Development, LLC
     03-11550   Eddie Bauer Services, LLC
     03-11551   Eddie Bauer of Canada, Inc.
     03-11552   Newport News Services, LLC
     03-11553   New Hampton Realty Corp.
     03-11554   Distribution Fulfillment Services, Inc.
     03-11555   Spiegel Group Teleservices, Inc.
     03-11556   Spiegel Group Teleservices Canada, Inc.
     03-11557   Retailer Financial Products, Inc.
     03-11558   Gemini Credit Services, Inc.

Chapter 11
Petition Date:    March 17, 2003

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of New York
                  Alexander Hamilton Custom House
                  One Bowling Green, 5th Floor
                  New York, New York 10004-1408
                  Telephone (212) 668-2870

Bankruptcy Judge: The Honorable Cornelius Blackshear

Debtors'
Bankruptcy
Counsel:          James L. Garrity, Jr., Esq.
                  Marc B. Hankin, Esq.
                  Shearman & Sterling
                  599 Lexington Avenue
                  New York, New York 10022
                  Telephone (212) 848-4000
                  Fax (212) 848-7179


Debtors'
Bankruptcy
Advisors:         Alvarez & Marsal, Inc.
                  101 East 52nd Street, 6th Floor
                  New York, NY 10022
                  Telephone (212) 759-4433
                  Fax (212) 759-5532

                        - and -

                  Alvarez & Marsal, Inc.
                  55 West Monroe Street, Suite 3700
                  Chicago, IL 60603
                  Telephone (312) 601-4220
                  Fax (312) 803-1875

                     William C. Kosturos, is serving as
                     Interim Chief Executive Officer and
                     Chief Restructuring Officer, and
                     Peter Briggs,
                     William Roberti,
                     Daniel Ehrmann,
                     Doug Lambert,
                     Scott Brubaker,
                     Nate Arnett, and
                     Vince Hsieh serve as
                     Assistant Restructuring Officers

Debtors'
Financial
Advisor:          Henry S. Miller
                  Miller Buckfire Lewis & Co., LLC
                  1301 Avenue of the Americas, 42nd Floor
                  New York, NY 10019
                  Telephone (212) 895-1801
                  Fax (212) 895-1850 fax

Claims Agent:     Ron Jacobs
                  Bankruptcy Services LLC
                  Heron Tower
                  70 East 55th Street, 6th Floor
                  New York, New York 10022
                  Telephone (212) 376-8902

U.S. Trustee:     Carolyn S. Schwartz
                  Office of United States Trustee
                  33 Whitehall Street, 21st Floor
                  New York, NY 10004
                  Telephone (212) 510-0500


Consolidated list of The Spiegel Group's
30-largest unsecured creditors:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Commerzbank AG                Bank Debt            $103,000,000
20 South Clark Street
Suite 2700
Chicago, IL 60603
Phone 312-236-5300
Fax 312-236-3275
Attn: Mark D. Monson,
      Vice President

Dresdner Kleinwort            Bank Debt             $92,500,000
   Wasserstein
1301 Avenue of the Americas
New York, NY 10019-6118
Phone 212-429-2100
Fax 212-429-2127
Attn: Gerd Lengfeld,
      Director

DZ Bank AG (Deutsche Zentral  Bank Debt             $86,000,000
   Genossenschaftsbank)
DG Bank Building
609 Fifth Avenue
New York, NY 10017-1021
Phone 212-745-1574
Fax 212-745-1556
Attn: Jochen Breiltgens,
      Vice President

Bank of America               Bank Debt             $85,857,142
231 South LaSalle Street
Chicago, IL 60697
Phone 312-828-3122
Fax 312-974-8974
Attn: Patricia P. DelGrande,
      Managing Director

Deutsche Bank AG              Bank Debt             $78,500,000
31 West 52nd Street, 24th Fl.
New York, NY 10019
Phone 212-469-8237
Fax 212-469-2930
Attn: Rolf-Peter Mikolayczk,
      Managing Director

Landesbank Hessen-Thuringen   Bank Debt             $76,000,000
420 5th Avenue, 24th Fl.
New York, NY 10018
Phone 212-703-5220
Fax 212-703-5256
Attn: Fred W. Musch,
      Senior Vice President

Bankgesellschaft Berlin       Bank Debt             $71,000,000
   AG, Zentrales
Firmenkundengeschaft,
Hardenbergstrasse 32
Postfach 121709
D-1000 Berlin 12 GERMANY
Phone 011-4930-3109-2978
Fax 011-4930-3109-3725
Attn: Klaus Henner Schuett,
      Managing Director

J.P. Morgan Chase & Co.       Bank Debt             $66,000,000
380 Madison Avenue, 9th Floor
New York NY 10017
Phone 212-270-0426
Fax 212-622-3783
Attn: Tom Maher

Westdeutsche Landesbank       Bank Debt             $56,000,000
1211 Avenue of the Americas
New York, NY 10036
Phone 312-930-9200
Fax 312-930-9281
Attn: Klaus Nuenning,
      Vice President

ABN AMRO North America, Inc.  Bank Debt             $52,500,000
135 South LaSalle Street
Chicago, IL 60603
Phone 312-904-4912
Fax 312-904-1821
Attn: John E. Robertson,
      Group Vice President

The Bank of New York          Bank Debt             $52,500,000
One Wall Street
New York, NY 10286
Phone 212-635-7869
Fax 212-635-1483
Attn: Charlotte Sohn Fuiks,
      Vice President

HSBC Bank USA                 Bank Debt             $52,500,000
New York Branch
452 Fifth Avenue
New York, NY 10018
Phone 212-525-2474
Fax 212-525-2479
Attn: Anne Serewicz,
      Senior Vice President

HypoVereinsbank, Bayerische   Bank Debt             $46,000,000
   Hypo-und Vereinsbank AG
150 East 42nd Street
New York, NY 10017-4679
Phone 212-672-5385
Fax 212-672-5529
Attn: Curt Schade,
      Managing Director

Den Danske Bank               Bank Debt             $41,000,000
280 Park Avenue
New York, NY 10017-1218
Phone 212-984-8402
Fax 212-599-2493
Attn: Lars Emmery,
      Vice President

Norddeutsche Landesbank       Bank Debt             $41,000,000
   Girozentrale
1114 Avenue of the Americas,
   37th Floor
New York, NY 10036
Phone 212-812-6805
Fax 212-812-6860
Attn: Josef Haas,
      Vice President

Credit Suisse First Boston    Bank Debt             $38,000,000
The AT&T Building, 42nd Fl.
227 West Monroe
Chicago, IL 60606
Phone 312-750-3252
Fax 312-750-0661
Attn: Charles B. Edelstein,
      Managing Director

Credit Lyonnais               Bank Debt             $21,000,000
1301 Avenue of the Americas
New York, NY 10019-6022
Phone 212-261-7177
Fax 212-459-3174
Attn: Richard Laborie,
      Vice President

Intesa BCI                    Bank Debt             $21,000,000
New York Branch
One William Street
New York, NY 10004
Phone 212-607-3862
Fax 212-809-2124
Attn: Antonio DiMaggio,
      Vice President

Morgan Guaranty Trust Co.     Bank Debt             $12,500,000
   of New York
380 Madison Avenue, 9th Flr.
New York, NY 10017
Phone 212-270-0426
Fax 212-622-3783
Attn: Tom Maher

R.R. Donnelley                Vendor                 $3,431,045
77 W. Wacker Drive
Chicago, IL 60601
Phone: 312-326-8373
Fax: 312-326-8344
Attn: Ruby Kerr

D Clase Apparel Intl          Vendor                 $2,071,367

Carr Luperon KM 61/2
Parque Indust Zona
Franca Gurabo Stgo
DOMINICAN REPUBLIC
Phone: 954-838-0088
Fax: 809-736-7584
Attn: Armando De Los Santos
      Controller

Monty                         Vendor                 $1,932,744
Calle 19, #113 Montecristo
Merida, Yucatan
MEXICO 97133
Phone: 011-52-9999-447668
Fax: 011-52-9999-4433688
Attn: James Poon, President

AT&T                          Utility                $1,225,572
One AT&T Way
Bedminster, NJ 07921
Phone: 312-230-2495
Attn: Jaames Grudus

Kentucky Apparel LLP          Vendor                 $1,194,593
1001 Capp Harlan Road
Tompkinsville, KY 42167
Phone: 270-487-0322
Fax: 270-487-0387
Attn: Dave Wilkerson, CFO

International Paper Co.       Vendor                   $964,960
6400 Poplar Road, Tower 1
Memphis, TN 38197
Phone: 901-419-7485
Fax: 901-419-7698
Attn: Robert Mundy,
      Director of Finance

Yale de Mexico                Vendor                   $959,197
Calzada Javier Rojo
   Gomez #1330
Col Barrio San Miguel
Iztapalap CP 09370 DF
MEXICO
Phone: 011-52-55-5-686-0011
Fax: 011-52-55-5-686-0855
Attn: Mateo Beja, President

Seta Corp.                    Vendor                   $789,755
6400 E Rogers Circle
Boca Raton, FL 33499
Phone 561-994-2660
Fax: 561-997-5975
Attn: John Amatangelo, CFO

Provell                       Vendor                   $633,232
301 Carlson Parkway
Minnetonka, MN 55305
Phone 952-258-2184
Fax: 952-258-2100
Attn: Brad Beckman, CFO

Grupo M Industries            Vendor                   $611,261
c/o CBI Resources
7435 West 18th Lane
Hialeah, FL 33014
Phone: 305-826-8568 (x223)
Fax: 305-826-8604
Attn: Orsman Rodriquez

Inland Paperboard             Vendor                   $480,015
   & Packaging
P.O. Box 360853M
Pittsburgh, PA 15250
Phone: 740-383-4061 (x108)
Fax: 740-383-2752
Attn: Jennifer Justus,
      Controller


SPIEGEL: Names Geralynn Madonna Head of Catalog and Newport News
----------------------------------------------------------------
The Spiegel Group announced that Geralynn Madonna has been named
president and chief executive officer of Spiegel Catalog and
Newport News.  Ms. Madonna previously held the position of
president and chief operating officer of Newport News.

"Geralynn has been a key member of The Spiegel Group team for
many years," said William Kosturos, chief restructuring officer
and interim CEO of The Spiegel Group. "I have great confidence
in Geralynn's ability to provide reinvigorated and refocused
leadership for both Spiegel Catalog and Newport News. We are
fortunate to be able to draw upon her many talents and
experiences."

"Spiegel and Newport News are very powerful direct mail brands
and I am looking forward to the opportunity to further
strengthen and differentiate both brands," said Ms. Madonna. "We
have an extremely talented and dedicated group of associates,
and I am confident that together we will be able to make
significant progress."

Ms. Madonna will take over the management responsibilities of
Melissa Payner, former president and chief executive officer of
Spiegel Catalog, and George Ittner, former chairman and chief
executive officer of Newport News, both of whom have resigned
from the company to pursue other interests. Mr. Ittner has
agreed to provide consulting services to the company.

Ms. Madonna has been with the company for more than 21 years. In
her most recent position as president and chief operating
officer of Newport News, she oversaw all company-wide
operations, including merchandising, product design and
development, and financial management.

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


SPIRET TRUST: S&P Cuts Junk Series 2002-1 Certs. Rating to CC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on SPIRET
Trust's series 2002-1 certificates to 'CC' and removed it from
CreditWatch with negative implications where it was placed
Jan. 31, 2003.

The lowered rating reflects the downgrade of FC CBO Ltd./FC CBO
Corp.'s 8.43% second priority senior notes and the removal of
its rating from CreditWatch with negative implications on
March 12, 2003.

SPIRET Trust's series 2002-1 is a swap-dependent synthetic
transaction that is weak-linked to the underlying collateral, FC
CBO Ltd./FC CBO Corp.'s 8.43% second priority senior notes.

          RATING LOWERED AND REMOVED FROM CREDITWATCH

                         SPIRET Trust
               $4 million trust certs series 2002-1

                                 Rating
               Class          To         From
               Certs          CC         CCC-/Watch Neg


TERAYON COMMS: Implementing Worldwide Restructuring Initiatives
---------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
supplier of broadband solutions, announced a worldwide
restructuring designed to reduce its operating costs, improve
efficiencies and re-align resources to focus on its core product
offerings for the world's leading cable operators. Measures
implemented include a reduction in force of approximately 100
employees, or 20 percent of the workforce, and the closure of
certain remote facilities. Terayon anticipates realizing
approximately $12 million to $15 million in annualized savings
from these actions, combined with related operational savings
including curtailment of certain program and discretionary
expenses. The company expects to record total charges in the
range of approximately $4 million to $5 million associated with
the realignment and the writedown of certain related assets in
the quarter ending March 31, 2003.

"We are committed to achieving profitability and are taking the
necessary steps to facilitate reaching this key milestone," said
Zaki Rakib, Terayon's CEO. "We have identified areas of our
operations to streamline and consolidate, while retaining the
key resources to deliver upon the commitments we have made to
our customers and to continue investing strategically for the
future. We are encouraged by the strong interest customers are
showing in Terayon's data, video and voice product lines and are
looking to generate positive momentum in the coming quarters."

Terayon Communication Systems, Inc., provides innovative
broadband systems and solutions for the delivery of advanced
voice, data and video services that are deployed by the world's
leading cable television operators. Terayon, headquartered in
Santa Clara, California, has sales and support offices
worldwide, and is traded on the Nasdaq under the symbol TERN.
Terayon can be found on the Web at http://www.terayon.com

                         *     *     *

As previously reported, Standard & Poor's revised its outlook on
cable Internet equipment company Terayon Communications Systems
Inc., to negative from stable after Terayon said that it
expected lower revenues for the June 2002 quarter than it had
previously.

At the same time, Standard & Poor's affirmed Santa Clara,
California-based Terayon's single-'B'-minus corporate credit
rating and triple-'C' subordinated debt rating.

Terayon lowered its revenue expectations following a drop in
sales of proprietary cable products. The company also faces
cable modem pricing pressures and customer financial
difficulties.


TODAY'S MAN: Seeking Open-Ended Lease Decision Period Extension
---------------------------------------------------------------
Today's Man, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for an extension
of time within which the Debtors must elect whether to assume,
assume and assign, or reject unexpired nonresidential real
property leases.

The Debtors want to extend their lease decision period through
and until their confirmation of a chapter 11 plan of
reorganization.

The Debtors relate that prior to the Petition Date, they were in
the process of formulating their business plan and evaluating
their lease locations; however, given the magnitude of preparing
to file their petitions, Debtors have not completed their review
as of this time.

The Debtors note that their decision to assume or reject the
Leases is almost wholly dependent on its ultimate plan of
reorganization. Until Debtors have had an opportunity to
finalize their reorganization plan, they cannot determine
exactly which Leases should be assumed or rejected.

The Debtors' decision whether to assume, assign or reject
particular Leases, as well as the timing of such assumption or
rejection, depends in large part on Debtors' business plans for
the future (i.e., whether the leased premises will play a role
in Debtors' strategic operating plans going forward). At this
time, it is not yet possible for Debtors to determine whether or
not each of the locations covered by the Leases will play a part
in Debtors' business going forward.

Consequently, the Debtors believe that it is just and proper to
enlarge their lease decision period through the Plan
Confirmation. The Debtors assure the Court that they will remain
current on all of their postpetition rent obligations under the
Leases so as not to prejudice landlords under the Leases.

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.


TRANSBIOTICS: Capital Resources Insufficient to Continue Ops.
-------------------------------------------------------------
Transbiotics Corporation conducts the business previously
carried on by Netzler and Dahlgren Company Technologies, Inc.,
NDC Systems, Inc., and NDC Automation, Inc. The Company changed
its name from NDC Automation, Inc. to Transbotics Corporation in
2002.

The Company's current core business is to be a supplier of
controls hardware, software, engineering services and other
components that are incorporated into automated guided vehicles
and into systems that incorporate one or more such vehicles.
AGVs are driverless, computer-controlled vehicles that are
programmed to transport materials through designated pickup and
delivery routines within a particular facility (usually a
manufacturing or distribution facility) and to transmit
information concerning system status, inventory tracking and
system controls to a system controller.

Net revenues decreased by $1,697,956, or 28.2%, from $6,015,214
for the fiscal year ended November 30, 2001 to $4,317,258 for
the fiscal year ended November 30, 2002. The decrease is
primarily due to a slow economy which resulted in decreased
project AGV system sales and aftermarket revenues for the
Company compared to the prior year. The Company revenues during
2002 were primarily derived from the automotive, packaging, food
and beverage Industries.

Cost of goods sold decreased from $3,959,246 to $2,844,282, or
28.2%, due primarily to the lower revenues. As a percentage of
net revenues, cost of goods sold remained unchanged compared to
the prior year. Gross profit decreased by $582,992, or 28.4%,
from $2,055,968 to $1,472,976.

The Company closed on the sale of its land and building in March
2001 for $1,600,000 and realized a gain of $581,023 after
deducting moving expenses of approximately $30,000. In the new
location, the Company combined all its operations for testing,
development, manufacturing and distribution to improve its
operating efficiencies. The Company had no such sale in 2002.

Selling expenses decreased from $673,671 to $527,450, or 21.7%,
primarily due to lower personnel and travel costs compared to
the prior year. General and administrative expenses decreased by
$151,801 from $1,226,321 to $1,1,074,520, or 12.4%. The decrease
compared to the prior year was primarily due to the reductions
in personnel cost, bad debt expense and professional fees. The
Company continued to invest in the development of new AGV
products and increased its expenditures by 65.5%, or $52,803, in
the 2002 compared to 2001 expenditures.

Primarily as a result of the foregoing, the operating income
decreased by $918,796 from an operating income of $656,437 to an
operating loss of $262,359 for the current year.

Net interest expense decreased from $72,566 to $13,753, a
decrease of 81.1%. The repayment of the mortgage loan and line
of credit in March 2001 significantly lowered the Company's 2002
borrowing costs compared to the prior year.

Primarily due to the income from the sale of the land and
building in 2001 and lower revenues in 2002, offset in part by
lower general and administrative expenses as described above,
the Company's net income decreased by $856,930 from a net income
of $580,818 in the year ended 2001 to a net loss of $276,112 in
the year ended 2002.

The Company experiences needs for external sources of financing
to support its working capital, capital expenditures and
acquisition requirements when such requirements exceed its cash
generated from operations in any particular fiscal period. The
amount and timing of external financing requirements depend
significantly upon the nature, size, number and timing of
projects and contractual billing arrangements with customers
relating to project milestones. The Company has relied upon bank
financing under a revolving working capital facility, long-term
debt, capital leases and proceeds of its public and private
offerings to satisfy its external financing needs.

During the year ended November 30, 2002 net cash used in
operating activities was $221,068. The Company continues to
experience deficiency in its cash flow. At November 30, 2002
approximately $320,000 of payables were not being paid according
to the vendor terms.

The Company has been operating under adverse liquidity
conditions due to an equity deficit and negative working
capital. The accounts payable balance to Netzler & Dahlgren (its
major supplier of technology) at November 30, 2002 was
approximately $199,375. In 2001, the Company's receivables were
pledged to Netzler & Dahlgren to secure a note receivable from
the Company, such note having a principal balance of $27,051 at
November 30, 2002, in exchange for the security interest
previously held by Netzler & Dahlgren in the office property.
The note was paid in full December 2002 and the pledge on the
Company's receivables released as of that date.

Netzler & Dahlgren has indicated to the Company that Netzler &
Dahlgren's financial exposure to the Company must be reduced by
timely payment of its payables. To ensure prompt payments, the
Company must remain profitable or raise additional equity and/or
debt to improve its working capital. In the first quarter of
2002, the Company began paying vendors on a deferred basis to
meet its obligation to Netzler & Dahlgren on the note payable
and retain its license agreement. Notwithstanding the pay off of
the Netzler and Dahlgren note, the Company continues to be
unable to satisfy the payment terms with Netzler & Dahlgren for
its current payables, the Company risks termination of its
license agreement with Netzler & Dahlgren if it can not meet the
payable terms.

There are no assurances that the deficiency in the cash flow
will not continue. The Company continues exploring the
possibility of raising additional equity capital or subordinated
debt, either directly or possibly through a business
combination, in order to improve its financial position and have
the working capital to address potential growth opportunities.
The Company is also reviewing the possibility or feasibility of
going private to reduce its operating expenses. The Company's
current expenses relating to being public are approximately
$175,000 annually. There can be no assurances that the Company
will be successful in regaining its profitability or raising the
additional capital or subordinated debt that may be necessary
for the Company's operations. There is substantial doubt about
the Company's ability to continue as a going concern if the
Company is not able to improve its working capital and
liquidity.


TRINITY ENERGY: Provides Chapter 11 Update
------------------------------------------
Trinity Energy Resources, Inc., (OTCBB:TRGC) released a status
report on developments in its efforts to reorganize under
Chapter 11 of the U.S. Bankruptcy Code, for which it filed for
protection on January 31, 2003.

With reference to the expansion of one of its Texas assets, the
company filed a motion on February 28, 2003, for authority to
enter into a term assignment agreement with Midland, Texas-based
Seaboard Oil Co. If approved by the court, the agreement will
provide for the near term development of a Ward County, Texas
property believed to hold significant oil and gas reserves.
Terms call for Seaboard to:

     -- Become the operator of the joint venture

     -- Pay Trinity's share of the expenses for drilling of the
        first well in the venture

     -- Provide a bonus payment to Trinity as part of the
        agreement and

     -- Commit to the drilling of additional wells at 180-day
        intervals, beginning approximately July 1, 2003.

Additionally, Trinity has also filed a motion seeking expedited
approval to engage outside accountants to assist in the filing
of its annual report on Form 10-K, and is awaiting notice of a
hearing date on this matter. Pending court approval, the company
said it might not be able to complete its annual audit and file
its report on Form 10-K, as originally planned, on or before
March 31, 2003.

Separately, Trinity did receive notice of a motion filed by a
creditor, seeking the appointment of a trustee and dismissal of
the Chapter 11 case, claiming fraud and misrepresentation
related to an investment the investor made in the company in
1999. Trinity has no comment regarding the allegations made in
the motion, beyond its belief that they are false and erroneous,
and said that it is moving forward aggressively with its plan to
emerge from Chapter 11 as soon as reasonably practical.


UNITED AIRLINES: S&P Places Some Ratings Still on Watch Negative
----------------------------------------------------------------
UAL Corp. (D) disclosed on March 13, 2003 that its United Air
Lines Inc. (D) subsidiary had generated positive operating cash
flow (about $1 million per day) in January 2003, despite a $382
million net loss, and that the airline should meet its first
debtor-in-possession (DIP) covenant test (which measures
cumulative EBITDAR from December 2002 through the end
of February 2003).

United's January results were helped by interim wage cuts (about
$70 million per month) and less-than-anticipated loss of
traffic. In addition the airline did not have to pay on its
aircraft debt and leases in the first 60 days following its
Dec. 9, 2002, bankruptcy filing. UAL's unrestricted cash at
Jan. 31, 2003, was about $1.2 billion. Standard & Poor's Ratings
Services said its ratings on debt that are not in payment
default remain on CreditWatch with negative implications.

The most important issues facing UAL and United in the near term
remain the airline's efforts to dramatically reduce labor costs,
and the effect of a potential Iraq war on revenues and cash
flow. United has threatened to ask the bankruptcy court to void
existing labor contracts if negotiated agreements are not
reached by March 17. The prospect of an attack by the U.S. and
its allies against Iraq has driven up fuel prices and weakened
traffic, particularly on international routes, for all large
U.S. airlines. Accordingly, United may violate its second
covenant test (measuring EBITDA through the end of March) if
these effects are serious enough, which would allow DIP lenders
to either waive the violation or accelerate their $700 million
of loans, potentially causing the airline to cease operations
and liquidate.


US AIRWAYS: Plan Confirmation Hearing Set to Commence Today
-----------------------------------------------------------
The independent agent tabulating the vote on US Airways'
proposed plan of reorganization filed its report with the U.S.
Bankruptcy Court in Alexandria, which disclosed that sufficient
votes in favor of the Plan have been received to confirm the
Plan. The confirmation hearing is scheduled to commence on
Tuesday, March 18, 2003.

The filing by Logan & Company, Inc., said that all necessary
creditor classes of all eight debtors in the Chapter 11 cases
had voted to accept the reorganization plan. The minimum
acceptance rate by claim holders voting was 80.77 percent and by
claim amount voting was 81.18 percent, well above the required
two-thirds vote needed for approval.

The report includes all provisional ballots that were cast by
claimants that had sought provisional approval of their claims
for voting purposes, as well as acceptance of the reorganization
plan filed by the Pension Benefit Guaranty Corporation. The
provisional and PBGC ballots remain subject to review and
approval of the Bankruptcy Court, as does the voting report
itself.

The company said that holders of the company's common stock and
subordinated securities claims will not receive anything under
the reorganization plan and are deemed to have rejected the
plan. The company will ask the Bankruptcy Court at Tuesday's
hearing to confirm the reorganization plan notwithstanding the
cancellation of current equity interests and over the objections
filed by individual creditors and shareholders.


WARNACO: Court Clears Claims Dispute Settlement with ILGWU Nat'l
----------------------------------------------------------------
Warnaco Inc., was a party to a collective bargaining agreement
with the Union of Needletrades, Industrial and Textile
Employees. Pursuant to the Collective Bargaining Agreement,
Warnaco was obligated to make contributions to ILGWU National
Retirement Fund's plan on behalf of certain of its employees.
In June 2002, Warnaco permanently ceased all covered operations
under the Employee Plan and ceased to have an obligation to the
Fund, thereby completely withdrawing from the Fund.

Accordingly, on January 1, 2003, the Fund filed Proof of Claim
Number 2329 against Warnaco, which asserted a general unsecured
claim for $2,316,645, with respect to Warnaco's complete
withdrawal from the Fund.  Claim No. 2329 amended and superceded
these Claims:

    (i) Claim No. 2197 filed on June 20, 2002;

   (ii) Claim No. 1152 filed on December 20, 2001; and

  (iii) Claim No. 2 filed on June 19, 2001.

Moreover, the Fund filed identical proofs of claim against each
of the other Debtors on the basis of "control group" liability.

To recall, the Debtors' Plan was confirmed on January 16, 2003.
Under the Plan, "claims against more than one Debtor with
respect to a single obligation, by reason of guaranty, joint or
control group liability, or otherwise, shall be deemed to be a
single Claim in the allowed amount of such obligation for
purposes of voting, allowance, distribution and all other
purposes under this Plan."

On December 16, 2002, the Debtors filed an objection to the
Fund's Proofs of Claim seeking to expunge the Fund's Proofs of
Claim and allow only Claim Number 2169.  The Fund objected to
the Debtors' disallowance.  On January 14, 2003, the Fund
further sent a letter to Warnaco Operations Corporation,
Warnaco's non-Debtor affiliate, alleging liability for the
Withdrawal Liability.  Warnaco Operations is a non-operating
entity with no assets except for intercompany claims, which have
been discharged pursuant to the Plan.

Consequently, the Parties have agreed to settle the claims
dispute pursuant to the terms of their Stipulation, which
provides that:

A. Proof of Claim Number 2329 is allowed as a non-priority
    general unsecured claim for $2,316,645;

B. Proof of Claim Number 2, 1041-1054, 1058-1063, 1066, 1137-
    1152, 1170, 2169-2206, 2302-2328, 2330-2335, and 2342-2346
    are expunged with prejudice;

C. The Opposition to the Debtors' Omnibus Objection is withdrawn
    with prejudice; and

D. With regard to any liability or distribution on the Allowed
    Proof of Claim provided for under the Plan, the Parties
    fully, finally and forever release and discharge each other
    of and from any further claims, obligations and liabilities
    to the other whether known or unknown, including, without
    limitation, any and all claims, obligations and liabilities
    with respect to the Withdrawal Liability.

Accordingly, Judge Bohanon approves the terms of the parties'
Stipulation. (Warnaco Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Amends Application for Steel Loan Guarantee
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation announced that the Royal
Bank of Canada has filed information amending its application to
the Emergency Steel Loan Guarantee Board for its $250 million
loan guarantee. The updated financial proposal was presented to
staff members of the loan guarantee board during the past week.

"We have worked with representatives of the Emergency Steel Loan
Guarantee Program to strengthen areas that were of concern in
our original application," said James G. Bradley, President and
CEO of Wheeling-Pittsburgh Steel.  "Wheeling-Pittsburgh Steel,
its bank, and its financial advisors are confident that the
substantial additional contributions from our creditors,
suppliers, employees and the states of West Virginia and Ohio
materially improve the company's business plan and further
ensures that Wheeling-Pittsburgh Steel will be able to repay the
loan.

"The bottom line is: there should be no doubt we can repay every
penny of this loan," Bradley stressed.

A major component of the company's application and plan of
reorganization remains the installation of a $110 million
electric arc furnace. The EAF would replace one of the company's
two operating blast furnaces. An EAF typically uses recycled
scrap steel and scrap alternatives as 100 percent of its
feedstock. Wheeling-Pittsburgh Steel, however, will have the
capability to feed both scrap and liquid iron from its remaining
blast furnace into its EAF.

Wheeling-Pittsburgh is the nation's eighth largest domestic
steel producer. It filed for Chapter 11 bankruptcy protection in
November 2000.


WHEELING-PITTSBURGH: UST Says Discl. Statement Lacks Information
----------------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9, tells Judge
Bodoh that Wheeling-Pittsburgh Steel Corp.'s Disclosure
Statement -- as it stands -- does not meet the statutory
requirement of adequate information.

Andrew R. Vara, Trial Attorney for the U.S. Trustee, notes that
regarding the Corporate Structure and Equity Ownership, the
Disclosure Statement does not supply sufficient information on
ownership and affiliation of the Debtors.  There are nine
corporations under the protection of Chapter 11.  In addition,
there are several non-debtor entities, including WHX
Corporation, which either own or are affiliated with the
Debtors.  "It would be helpful if the Debtors would present a
chart, similar to that used at the first meeting of creditors,
showing the organizational structure of these companies," Mr.
Vara says.  The chart should identify each Debtor and non-Debtor
affiliate and indicate the equity holders for each Debtor.  A
corresponding chart should be presented illustrating changes in
structure and ownership post-confirmation.

Regarding the identification of Assets and Claims, Mr. Vara
points out that the Disclosure Statement does not clearly
identify or estimate the value of assets and claims for each
Debtor company.  Since the Plan does not provide for substantive
consolidation, separate information must be presented for the
entities in Chapter 11.  As drafted, Mr. Vara says, the Debtors
do not offer adequate financial information.  The U.S. Trustee
proposes that a separate liquidation analysis be prepared and
appended to the Disclosure Statement for each Debtor in Chapter
11. The liquidation analyses should present the value of assets
for each company in comparison to administrative expenses and
secured, unsecured, priority and general unsecured claims.

In addition, Mr. Vara continues, the Debtors place WPSC's
general unsecured claims in Class 7.  Certain unsecured claims
of PC are treated under Classes 5 and 6.  Similar to the
previous concern, the Debtors do not provide specific treatment
for claims of any of the other entities in Chapter 11.  "This
deficiency must be explained and remedied," Mr. Vara emphasizes.

Consistent with the Bankruptcy Code's requirements, the Debtors
should present a table identifying their officers and directors
both prepetition and postpetition.  The Debtors should also
disclose their current and proposed compensation.

Under the Plan, Mr. Vara notes, persons holding equity interests
in the Debtors other than WPC will retain their ownership
unchanged.  The Debtors propose to pay a lump sum of $10,000 to
interest holders in WPC.  By permitting equity to retain their
ownership and, in WPC's case, receive pro rata distribution, the
Debtors potentially violate the absolute priority rule.  The
Debtors should explain how they intend to obtain confirmation in
light of the Bankruptcy Code's requirements.

Furthermore, a reorganized debtor is obligated to continue
paying quarterly fees to the U.S. Trustee post-confirmation
until a case is closed, dismissed or converted.  The Disclosure
Statement should inform creditors of this continuing obligation
and identify which entity will be responsible for making this
payment and submitting appropriate financial reports to the
United States Trustee for monitoring. Moreover, the Debtors
should clarify that the Trustee is not required to file an
administrative expense claim to be paid appropriate statutory
fees.

The U.S. Trustee also observes that the percentage allocation of
stock offered by the Debtors adds up to 110%.  The Debtors
should clarify how stock will be issued and to whom.

According to Mr. Vara, the release and exculpation provisions in
the Plan provide broad releases of liability for numerous
parties and also broadly extend a release and discharge to non-
debtor entities.  The Trustee reserves the right to object at
confirmation to these provisions because:

      (i) The Debtors fail to establish that the non-debtor
          releases satisfy the seven-part test identified by
          the Sixth Circuit in Class Five Nevada Claimants
          v. Dow Corning Corp.;

     (ii) Rather than allowing creditors to affirmatively
          consent to the releases on the ballot by checking
          an appropriate box, the Debtors place the burden
          on creditors to know the releases are in the Plan
          and opt out;

    (iii) The releases impermissibly extend to professionals,
          including attorneys, accountants and financial
          advisors.  Exculpating these professionals ignores
          and contravenes their fiduciary duties; and

     (iv) The release sanction negligence by professionals,
          providing limitation only for gross negligence or
          willful misconduct. (Wheeling-Pittsburgh Bankruptcy
          News, Issue No. 36; Bankruptcy Creditors' Service,
          Inc., 609/392-0900)


WICKES INC: Obtains New $125-Million Senior Credit Facility
-----------------------------------------------------------
Dresner Investment Services, Inc., a Chicago-based investment
bank and NASD-registered broker/dealer, arranged a $125 million
senior credit facility for Wickes Inc., a leading distributor of
building materials and manufacturer of value-added building
components.

This facility replaces Wickes' existing senior credit facility
and will provide additional sources of working capital to enable
the company to execute on its business plan. Dresner Investments
acted as the exclusive financial advisor to Wickes in the
structuring, placement and negotiation of the senior debt, which
includes a $100 million revolving loan facility and a $25
million term loan on behalf of Wickes Inc., with a group of
lenders led by Merrill Lynch Capital.

James A. Hopwood, Wickes' Chief Financial Officer, said, "The
completion of the refinancing is a major milestone for our
company. The additional liquidity generated by the new loan
facility provides us with the flexibility to continue to
strengthen our core business. We sincerely appreciate the
support and confidence expressed by the lending community in
Wickes, as well as the diligent efforts of the Dresner team that
enabled us to complete the refinancing."

Steven M. Dresner, President of Dresner Investments said, "The
Dresner team, led by Gregg Pollack and Alan Bernstein, guided
Wickes through a challenging lending environment to assist the
company in completing this substantial refinancing of its senior
debt. It is a true testament to the strength of the Wickes
management team and its strategy for growth that it has
attracted a stellar group of lenders, led by Merrill Lynch
Capital, to provide this debt package."

Mark K. Gertzof, Director of Merrill Lynch Capital, stated "Our
lead role in this financing transaction was based on the
completion of a structured process that required the cooperation
of many parties, including the financial staff of Wickes and
Dresner Investment Services. Dresner Investments assisted in
completing our due diligence, documentation and syndication
processes and their expertise and resources certainly
contributed to the timely closing of this financing."

Dresner Investment Services, Inc., is a regional investment
banking firm providing corporate finance advisory services to
the middle market. Dresner Investments advises large
corporations, privately held companies, private equity groups,
and other institutional investors regarding mergers &
acquisitions, private placements, valuations and fairness
opinions, and other strategic financial advisory issues. Dresner
Investments has advised clients in a variety of industries,
including industrial manufacturing, healthcare, educational
products and services, and business services. For more
information on Dresner Investment Services, Inc., please visit
http://www.dresnerco.com

Wickes Inc., is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and
internationally, operating building centers in the Midwest,
Northeast and South. The Company's building component
manufacturing facilities produce value-added products such as
roof trusses, floor systems, framed wall panels, pre-hung door
units and window assemblies. Wickes Inc.'s Web site,
http://www.wickes.comoffers a full range of valuable services
about the building materials and construction industry.

Merrill Lynch Capital is a leading commercial finance business
providing a broad range of structured financing solutions to
middle-market companies. Based in Chicago and with regional
offices nationwide, Merrill Lynch Capital is focused on four
major market segments - corporate finance, equipment finance,
healthcare finance and real estate finance. Merrill Lynch
Capital is a division of Merrill Lynch Business Financial
Services Inc., a wholly owned subsidiary of Merrill Lynch Bank
USA. For more information on Merrill Lynch (NYSE:MER), please
visit http://www.ml.com

                         *     *     *

As reported in Troubled Company Reporter's March 3, 2003
edition, Standard & Poor's lowered its corporate credit rating
on building materials distributor Wickes Inc., to 'SD' from 'CC'
and removed the rating from CreditWatch with negative
implications.

Vernon Hills, Illinois-based Wickes has about $64 million of
rated debt.

The rating action is based on the company's announcement that it
has completed its offer to exchange its new senior secured notes
due 2005 for its outstanding senior subordinated notes due Dec.
15, 2003. Approximately 67% of the $64 million of senior
subordinated notes were tendered in this transaction. The
company also completed the refinancing of its senior credit
facility with a new $125 million facility.


WINDSOR WOODMONT: Gets OK to Tap Alvarez & Marsal as Consultant
---------------------------------------------------------------
Windsor Woodmont Black Hawk Resort Corporation sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Colorado to hire and employ Alvarez & Marsal, Inc.,
as its financial consultant.

In this role, Alvarez & Marsal will:

     a. review the financial condition and capital structure of
        the company with a view towards identifying revenue
        enhancement opportunities, cost reduction opportunities
        and debt restructure options based on meetings with
        management and various creditor constituents;

     b. assist with the preparation and implementation of a
        turnaround plan, focusing on transition issues and the
        formulation of a debt restructuring plan to be used as
        the basis of a plan of reorganization;

     c. evaluate the Debtor's key functional areas to assess the
        cash and capital needs of the Debtor; and

     d. other activities as are reasonably requested by the
        Debtor.

Alvarez & Marsal will bill the Debtors at their current hourly
rates which are:

          Managing Directors      $400 per hour
          Directors               $350 per hour
          Associates              $250 per hour
          Analysts                $175 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: William Barney Wants to Pursue HK MCI Litigation
--------------------------------------------------------------
William L. Barney asks the Court for relief from the automatic
stay to proceed with his counterclaims pending in the Hong Kong
High Court against MCI Worldcom International, an indirect
subsidiary of Worldcom, Inc.

Scott Rosenblatt, Esq., at Reitler Brown LLC, in New York,
recounts that on March 19, 1999 William L. Barney and MCI
International entered into a Letter of Understanding-
International Assignment governing the terms and conditions of
Mr. Barney's employment for MCI International in Hong Kong.
Under the 1999 Contract:

    -- the International Assignment would have a duration of two
       years expiring on April 14, 2001, which could be extended
       after the mutual written agreement of the parties; and

    -- Mr. Barney would receive a base salary of $160,000 per
       annum and a bonus of 10% of his base salary for every 1%
       over-achievement of MCI International's revenue targets.

For 1999, the revenue target was $35,000,000 and the revenue
achieved was $58,000,000 -- resulting in an over-achievement
165.7%.  Therefore, Mr. Barney was entitled to receive a
$1,051,200 bonus.

On May 8, 2000, Mr. Rosenblatt reports that Bernard J. Ebbers,
the former President and Chief Executive Officer of Worldcom,
Inc. sent a memorandum to Mr. Barney granting him a $502,000
bonus in exchange for his commitment to remain with MCI
International through July 1, 2002.  On June 25, 2000, Mr.
Barney was paid $279,529.03 -- which represents a bonus of
US$502,000 minus applicable withholding taxes -- as described in
the Ebbers Memorandum as a retention bonus.

On February 28, 2001, Mr. Barney entered into another Letter of
Understanding-Foreign Assignment Extension with MCI
International, which contained new terms and conditions on which
Mr. Barney would continue to work for MCI International in Hong
Kong and extended the Assignment for a new maximum term expiring
on April 15, 2003.  By its terms, the 2001 Contract superseded
any and all other oral or written agreements between the Debtors
and Mr. Barney and it represented a complete expression of all
agreements with respect to Mr. Barney's employment with MCI
International.  On October 3, 2001, Mr. Barney resigned from his
position with MCI International.

Mr. Rosenblatt contends that MCI International breached both the
1999 Contract and the 2001 Contract.  In breach of the 1999
Contract, as amended, MCI International only paid Mr. Barney
$220,000, rather than the $1,051,200 due under the amended bonus
provision.  The remaining unpaid portion of the 1999 bonus
equals $831,200.

Pursuant to the 1999 Contract, MCI International also agreed to
pay on Mr. Barney's behalf any and all host country personal
income taxes due to the host country revenue authorities.  In
breach of the 1999 Contract and 2001 Contract, MCI International
failed to meet the Tax Equalization Obligation resulting in
$510,892 in damages to Mr. Barney.

Mr. Rosenblatt relates that the 2001 Contract also provided that
MCI International would provide financial assistance to Mr.
Barney for residential accommodation in Hong Kong during the
term of his assignment.  By e-mail sent on October 4, 2001 to
Mr. Barney, MCI International agreed to extend the date for Mr.
Barney to vacate his residence from October 3, 2001 until
November 31, 2001.  However, on October 19, 2001, MCI
International breached the Accommodation Agreement and demanded
that Mr. Barney vacate his residence within seven days from the
date of the letter.  The rental obligation paid by Mr. Barney
for the period from October 3, 2001 through November 13, 2001
was HK$190,000.

In further breach of the 1999 Contract and 2001 Contract, MCI
International failed to:

    -- pay Mr. Barney's wages up to the date of termination
       amounting to $14,678.46;

    -- pay Mr. Barney's accrued but untaken annual leave up to
       the date of termination amounting to $9,230; and

    -- reimburse Mr. Barney for expenses incurred on behalf of
       MCI International totaling HK$47,000.

On March 25, 2002, Mr. Rosenblatt informs the Court that MCI
International commenced an action against Mr. Barney in the
Labor Tribunal in Hong Kong for the return of $502,000, alleging
that this amount was paid to Mr. Barney as a retention bonus for
Mr. Barney remaining in the employ of MCI International and that
Mr. Barney failed to meet this condition.  On May 2, 2002, Mr.
Barney filed his Outline of Defences and Counterclaims to the
Hong Kong Action.  On June 17, 2002 the Hong Kong Action was
transferred from the Labor Tribunal in Hong Kong to the Hong
Kong High Court.

On November 4, 2002, MCI International filed its Statement of
Claim in the Hong Kong High Court against Mr. Barney for return
of the Retention Bonus.  On November 19, 2002, Mr. Barney's
filed an Amended Defence and Counterclaim seeking the Unpaid
Incentive Bonus, the Tax Equalization Obligation, the
Accommodation Claim and the Termination Obligations totaling
US$1,366,000.46 and HK$237,000.  On January 22, 2003, the
Debtors filed a motion in the Southern District of New York
Bankruptcy Court to hold Mr. Barney in contempt for violation of
the automatic stay for his filing of the counterclaims to the
Hong Kong Action.

Mr. Rosenblatt asserts that sufficient cause exists for the
Bankruptcy Court to modify the automatic stay and permit the
Hong Kong Action to proceed in the Hong Kong High Court.  The
Debtors commenced the action in Hong Kong and the Hong Kong
Action is already in the discovery stage.  The Hong Kong High
Court and Hong Kong counsel are familiar with the claims and
with the legal issues inherent in resolving these claims.
Finally, the events relating to the claims and the parties with
knowledge of the claims are present in Hong Kong.

In addition, cause exists to modify the automatic stay for these
reasons:

    -- it will result in a complete resolution of the issues by
       the Hong Kong High Court;

    -- the Hong Kong Action lacks any connection with or
       interference with the bankruptcy proceeding;

    -- allowing Mr. Barney to proceed with his counterclaims
       would not prejudice any of MCI International's other
       creditors of the Debtors;

    -- the interests of judicial economy and the expeditious and
       economical resolution of the Hong Kong Action and
       counterclaims, warrant lifting the automatic stay; and

    -- the failure to modify the stay will cause undue hardship
       to Mr. Barney. (Worldcom Bankruptcy News, Issue No. 21;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Wachovia Hires F. Dominguez & L. Laskiewicz as Consultants
------------------------------------------------------------
Wachovia Corporate and Institutional Trust has added two
consultants to Wachovia Information Consulting Group. The group
provides comprehensive, cost-effective consultation for claims
processing and similar information management needs of
corporations, law firms and government agencies. Frank Dominguez
and Larry Laskiewicz will work out of Wachovia's Jacksonville
office and will report to Tony Reid, executive managing director
of Wachovia Information Consulting Group.

"Frank's project management experience with claims administering
and processing, coupled with Larry's legal expertise and
experience in mass tort claims processing, discovery services
and litigation, will help provide efficient and cost-effective
solutions to complex business and litigation challenges," said
Reid.

     * Frank Dominguez, managing consultant, previously worked
for the Financial and Claims Services division of Navigant
Consulting as a senior engagement manager, where he specialized
in claims processing and data management consulting. Dominguez
received a B.A. in Business Administration from New Mexico State
University.

     * Larry Laskiewicz, director, is an attorney who joined
Wachovia from Georgia-Pacific Corporation, where he served as
Corporate Counsel-Litigation, and for more than 13 years was
responsible for directing asbestos litigation with Owens
Corning. Laskiewicz received his J.D. from the University of
Akron and his B.A. from the University of Toledo.

"The addition of Frank and Larry to WICG illustrates our
commitment to providing top-notch solutions to organizations
that process volumes of claims, transactions or other types of
paper or electronic data," said Reid. "We are excited about
taking this group to the next level."

Wachovia Information Consulting Group is a full-service
operation that helps clients plan and implement data management
and processing solutions. The group also offers banking and
investment services, such as escrow, positive pay, check
clearing and account reconciliation, through other Wachovia
units.

WICG services include:

     * Information management consulting
     * Class action settlement administration
     * Mass tort/complex claims management
     * Bankruptcy claims management
     * Data collection and conversion
     * Litigation discovery services
     * Escrow and investment management
     * Call center operations

Wachovia Information Consulting Group is part of the Corporate
and Institutional Trust group of Wachovia Bank, N.A., which
offers retirement services, bond administration, custody
services, insurance products and investment management to
institutional clients worldwide. Based in Charlotte, N.C.,
Wachovia Corporate and Institutional Trust has 40 regional
locations in 17 states and the District of Columbia.

Wachovia Corporation (NYSE: WB), created through the
September 1, 2001, merger of First Union and Wachovia, had
assets of $342 billion and stockholders' equity of $32 billion
at December 31, 2002. Wachovia is a leading provider of
financial services to retail, brokerage and corporate customers
throughout the East Coast and the nation. The company operates
full- service banking offices under the First Union and Wachovia
names in 11 East Coast states and Washington, D.C., and offers
full-service brokerage with offices in 49 of the 50 states.
Global services are provided through more than 30 international
offices. Online banking and brokerage products and services are
available through http://www.wachovia.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC       (1,888)       7,816     (821)
Alliance Imaging        AIQ         (79)         658      (25)
Alaris Medical          AMI         (47)         573      129
Amazon.com              AMZN     (1,353)       1,990      550
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127      (17)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (24)         346      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Euronet Worldwide, Inc. EEFT         (8)          61        3
Gamestop Corp.          GME          (4)         607       31
Graftech Int'l          GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharmaceuticals  LGND        (58)         117       22
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Mega Blocks Inc.        MB          (37)         106       56
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (86)         473       68
Proquest Co.            PQE         (45)         628     (140)
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
United Defense I        UDI        (166)         912      (55)
UST Inc.                UST         (47)       2,765      828
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Western Wireless        WWCA       (274)       2,370     (105)

                          *********

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 ***