TCR_Public/030320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 20, 2003, Vol. 7, No. 56

                           Headlines

439288 B.C.: B.C. Securities Commission Rules 2 Directors Guilty
771 EL CAJON: Ch. 11 Case Summary & Largest Unsecured Creditor
ADVANCED BIOTHERAPY: USPTO Issues New Method of Use Patent
AHOLD N.V.: Fitch Says 77 US CMBS Deals Unaffected by Exposure
ALLIED DEVICES: Court Nixes Request for Cash Collateral Use

AMERICA WEST: Airs Disappointment with Pilots' Negative Vote
ANTARES PHARMA: Reports Improved Full-Year 2002 Performance
ARADIANT CORP: Case Summary & 20 Largest Unsecured Creditors
ASIA GLOBAL CROSSING: Lazard's Engagement Okayed on Final Basis
BELL CANADA INT'L: S&P Withdraws BB- Credit & Sr. Unsec. Ratings

BETHLEHEM STEEL: Court Okays Amended Greenhill Engagement Letter
BIOTRANSPLANT: Signs-Up Hale & Dorr as Special Corporate Counsel
BOUNDLESS CORP: Brings-In Fischbein Badillo as Special Counsel
BOW VALLEY ENERGY: Dec. 31 Working Capital Deficit Tops $5 Mill.
BROWN JORDAN: S&P Drops Credit Rating to SD over Missed Payment

BURLINGTON: Rucker et Famil Seeks Equity Committee Appointment
CALPINE: Signs Long-Term 200-Megawatt Calif. Power Sales Deal
CHARMING SHOPPES: Reports Strong Performance in Fiscal Q4 2003
CHARTER COMMS: Names Michael Haislip SVP, Great Lakes Division
COLORADO MATERIALS: Linc Acquisition Auctioning Collateral Today

CONSECO FINANCE: Wants More Time to Make Lease-Related Decisions
CONSECO INC: Signs-Up Eastdil as Exclusive Real Estate Agent
CONTINENTAL AIRLINES: C.D. McLean Leaving EVP & COO Posts
CONTINENTAL AIRLINES: Initiates International Capacity Reduction
COPPERWELD CORP: John D. Turner Retires as Chairman & CEO

CORNING: Reiterates Growth Projections for its LCD Glass Ops.
CORRECTIONS CORP: Turns Lawrenceville Center Over to VA State
DAN RIVER: S&P's Keeps Watch on Ratings Due to Refinancing Plan
DELTA AIR: Fitch Assigns B+ Initial Rating to Sr. Unsecured Debt
DENBURY RESOURCES: S&P Assigns B Rating to $225M Sr. Sub. Notes

DIRECTV LATIN: Kevin N. McGrath Retires as Company's Chairman
DIRECTV LATIN: Overview of $300 Mill. Hughes-Backed DIP Facility
ENRON CORP: Court Okays Stipulation Resolving GE Capital Dispute
EOTT ENERGY: Asks Court to Clarify Unit's Dissolution Order
FORTEL INC: Files for Chapter 11 Relief to Facilitate Asset Sale

FRANK'S NURSERY: Bringing-In Bruce Dale as New Company CEO
GEMSTAR-TV: Will Publish Q4 and Year-End Results by Month-End
GLOBAL CROSSING: Settles Claims Disputes with Service Providers
GSMSC II: Fitch Rates 6 Series 2003-C1 Classes at Low-B Levels
HAMILTON NEURODIAGNOSTIC: Case Summary & Unsecured Creditors

HEALTHSOUTH: FBI Agents Appear with Search Warrant & Subpoena
HEALTHSOUTH: SEC Accuses Company & CEO of $1.4 Billion Fraud
HEALTHSOUTH: Former CFO Pleads Guilty to Criminal Conspiracy
HEXCEL CORP: Shareholders Approve Conv. Preferred Share Issuance
IMC GLOBAL INC: Reaffirms First Quarter Earnings Expectations

LYONDELL CHEMICAL: Transfers PO Facility to Asian Joint Venture
MAGELLAN HEALTH: Honoring Prepetition Customer Obligations
MANDALAY RESORTS: Fitch Rates $350M Sr Convertible Notes at BB+
MASTEC INC: S&P Slashes Corporate Credit Rating to BB from BBB-
MESA AIR GROUP: Pilots Ratify New Five-Year Labor Agreement

MESA AIR GROUP: Applauds Pilots' Labor Agreement Ratification
MICROCELL: Quebec Court Approves Proposed Plan of Reorganization
MORPHOGEN PHARMA: Case Summary & 20 Largest Unsecured Creditors
MSX INT'L: Full-Year 2002 Total Sales Plummet 13.1% to $807 Mil.
NEXSTAR FINANCE: S&P Rates $50-Mil. Senior Discount Notes at B-

NORTEL: Continues Commitment to Rural Market Network Evolution
OAKWOOD HOMES: Wants to Maintain Plan Exclusivity Until June 30
PHOTRONICS INC: Shareholder & Analyst Meetings Convene on Mar 26
POINDEXTER JB: S&P Junks Credit Rating over Notes Restructuring
SASKATCHEWAN WHEAT: S&P Drops Long-Term Credit Rating to SD

SERVICE MERCHANDISE: Contract & Lease Treatment Pursuant to Plan
SHAW GROUP: Closes $253 Million Senior Debt Private Offering
SPIEGEL GROUP: Final DIP Financing Hearing Set for April 9, 2003
ST. PETER'S COLLEGE: Operating Deficit Spurs S&P's Low-B Rating
SUPERIOR TELECOM: Hires Pachulski Stang as Bankruptcy Counsel

SWIFT & CO: S&P Assigns B Rating to $150-Mil. Senior Sub. Notes
TENFOLD CORP: Introduces New Interfaces' TransposeGrids Feature
UNITED AIRLINES: Asks Court to Enjoin IRS from Violating Stay
US AIRWAYS: Settles Admin. Claim Dispute with Wachovia Bank N.A.
VERITAS DGC: Fitch Ratchets Sr. Secured Debt Rating Down a Notch

WINDSOR WOODMONT: Court Approves Irell & Manella's Engagement
WORLDCOM INC: Wins Nod to Assume Amended Southwest Airlines Pact
XETEL CORPORATION: Brings-In Brobeck Phleger as Special Counsel

* DebtTraders' Real-Time Bond Pricing

                           *********

439288 B.C.: B.C. Securities Commission Rules 2 Directors Guilty
----------------------------------------------------------------
The B.C. Securities Commission has ruled that the two directors
of a Burns Lake company defrauded investors when they failed to
disclose the company's true state of affairs in selling the
securities and wrongly used new investors' money to pay off
existing investors.

Carl Glenn Anderson and Douglas Victor Montaldi were the
directors and sole shareholders of 439288 B.C. Ltd., a company
that made loans to individuals and small businesses primarily in
the Burns Lake area. The company raised the capital necessary
for its lending activities by selling promissory notes to
investors.

In a decision released on Feb. 17, the panel found that Anderson
and Montaldi also made a misrepresentation by not telling new
investors that their money may be used to pay interest and
capital due to existing investors.

The panel concluded that the pair perpetrated a fraud on
investors when they did not disclose the true risks of investing
in the company and used investors' funds for purposes outside of
the company's business plan.

"Investors were told essentially nothing about the state of (the
company's) affairs," said the panel in its decision.

The true state of the company was that:

       * Its liabilities exceeded its assets, it was
         unprofitable, and it was incurring losses on a cash
         basis

       * It was making loans in significant amounts to Anderson
         and Montaldi and related parties, most of these loans
         were not generating cash returns, and in fact
         substantial amounts of interest were being forgiven.
         (Included in the interest forgiven was over $1.7-million
         of interest payments on loans due from Anderson and
         Montaldi.)

       * It was investing in other assets that did not generate
         cash returns (in fact the cash flow from these assets
         was negative). The assets included items that had no
         apparent relevance to the company's business purpose,
         such as coins, silver and gold bullion, artwork and a
         racehorse. (Illiquid assets are those considered
         difficult to sell quickly.)

       * Its loan portfolio contained a large number of non-
         performing loans and no adequate system in place to
         track the portfolio's performance

The panel found that the pair made loans to themselves and
related parties that generally did not produce significant
payments of principal and interest. On some of these loans the
interest was forgiven. They also purchased illiquid assets that
produced no cashflow and did not serve the primary business of
the company - to lend money to borrowers at a higher rate of
interest than that paid to investors.

Anderson and Montaldi admitted that in issuing promissory notes
to investors they traded and distributed securities without
being registered, contrary to the Securities Act.

The panel concluded that in breaching the Act, Anderson and
Montaldi acted contrary to the public interest.

The BCSC temporary order remains in effect. A hearing for the
appropriate sanctions has been set for Feb. 26.

The B.C. Securities Commission is the independent provincial
government agency responsible for regulating trading in
securities and exchange contracts within the province. Copies of
the decision can be viewed in the documents database of the
commission's website www.bcsc.bc.ca or by contacting Andrew
Poon, Media Relations, 604-899-6880.

                         Backgrounder

In October 2002, BCSC staff issued a temporary order for
Anderson and Montaldi to resign any positions that they hold as
directors or officers of any company. Under the temporary order,
they are also prohibited from becoming or acting as directors or
officers of any company or engaging in any investor relations
activities.

On April 30, 2002, the Financial Institutions Commission
(FICOM), a government agency that regulates provincially-
chartered financial institutions, obtained a financial freeze
order and issued a cease-and-desist order against the numbered
company which effectively banned any further conduct of the
company's business.

FICOM subsequently investigated allegations that the company
operated as an unregulated deposit-taking institution and owed
$41-million to creditors. PricewaterhouseCoopers Inc. was
appointed trustee after the company acknowledged on May 9, 2002
that it was insolvent.

The FICOM freeze order was lifted upon the appointment of the
trustee. Since then, creditors (who consist primary of the
company's investors) have accepted a company proposal to
reorganize its operations into two units including the numbered
company.


771 EL CAJON: Ch. 11 Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: The 771 El Cajon Blvd. Land Trust (No. 492-641-04-00)
         U/D/T Dated 09/10/93
         771 El Cajon Blvd.
         El Cajon, California 92020

Type of Business:  The Villa Serena Motel is located at
                    771 El Cajon Boulevard.

Bankruptcy Case No.: 03-02259

Chapter 11 Petition Date: March 12, 2003

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtors' Counsel: Phillip R. Kimes, Esq.
                   4199 Campus Drive, Suite 600
                   Irvine, CA 92612
                   Tel: (949) 509-9339

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's Largest Unsecured Creditor:

Entity                                            Claim Amount
------                                            ------------
San Diego Tax Collector                                 $3,000


ADVANCED BIOTHERAPY: USPTO Issues New Method of Use Patent
----------------------------------------------------------
Advanced Biotherapy Inc., (OTCBB:ADVB) was notified by the
United States Patent and Trademark Office (USPTO) that it has
been issued U.S. Patent No. 6,534,059 for the use of antibody to
gamma interferon to treat corneal transplant rejection. The
patent will not expire until June, 2021.

The Company's Chief Executive Officer, Mr. Edmond Buccellato,
stated, "The issuance of this method of use patent continues to
broaden our intellectual property protection as we successfully
build our patent estate covering the Company's underlying
technology. Our core science is focused -- the patented use of
antibodies directed to a single target that are being developed
as therapies for multiple diseases. This use patent will
contribute to our strategy to partner with, or license our
technology to, pharma or biotech companies engaged in treating a
variety of diseases associated with hyperproduction of gamma
interferon. As previously reported, we were issued a method of
use patent for the exclusive use of antibodies to gamma
interferon to treat rheumatoid arthritis (RA), juvenile RA,
Psoriatic RA, Multiple Sclerosis and Ankylosing Spondylitis."

Mr. Buccellato also stated, "As noted in the June 2002 issue of
the American Journal of Ophthalmology, our investigational
antibodies to gamma interferon was used to treat thirteen
patients who were experiencing corneal transplant rejection
after corneal grafting. In all patients, transplant rejection
was halted -- transparency improved, edema dropped, and visual
acuity increased."

He further commented, "In a press release dated June 12, 2001,
the USPTO stated its policy: '...that it administers patent and
trademark laws protecting intellectual property and rewarding
individual effort. Intellectual property is a potent force in
the competitive free enterprise system. By protecting
intellectual endeavors and encouraging technological progress,
USPTO seeks to preserve the United States' technological edge,
which is a key to our current and future competitiveness.'
Advanced Biotherapy and its shareholders are, and will continue
to be, the beneficiaries of that policy as we employ our efforts
in the pursuit to develop our novel therapy to treat people who
suffer from certain painful and debilitating autoimmune
diseases."

Advanced Biotherapy's September 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $1.6 million.  The
Company is developing new therapeutic strategies for the
treatment of severe autoimmune diseases by the use of biologic
drugs that may be developed under the company's patents and
patents pending to neutralize immunomodulators called cytokines,
which have been linked to diseases such as rheumatoid arthritis,
multiple sclerosis, psoriasis, and a host of other autoimmune
diseases.


AHOLD N.V.: Fitch Says 77 US CMBS Deals Unaffected by Exposure
--------------------------------------------------------------
As a result of Fitch Ratings' recent downgrade of Koninklijke
Ahold N.V. to 'BB-', Rating Watch Negative from 'BBB-', the US
commercial mortgage-backed securities group has reviewed its
exposure to Ahold in approximately 77 US CMBS deals, including
three credit tenant lease transactions. Of these deals, nine
have exposure to Ahold in excess of 5% of its respective
transaction balance. The transactions with exposure greater than
5% are listed at the bottom of this press release.

Although Fitch recently downgraded Ahold, it does not plan to
downgrade any of the US CMBS transactions in which subsidiaries
of Ahold are tenants at properties securing loans within the
transactions. 'There is no need to downgrade due to the
diversity of the deals accompanied with the credit enhancement
provided by the most subordinate tranches,' said Lauren Cerda,
Director, Fitch Ratings. 'Generally, the grocer's stores are
located within in-fill locations and have larger floor plates
which would be attractive to another grocery store operator.'

If the credit rating deteriorates further, Fitch will take a
closer look at each store's configuration, market and sales
performance and determine the stores' viability and ultimate
rating implication on the respective transaction.

Ahold is one of the largest grocery retail operators in the US.
Grocery chains operated by the company include Stop and Shop,
Giant, Tops, BI-LO and Bruno's. On Feb. 28, 2003, Fitch
downgraded Ahold to 'BB-' Rating Watch Negative due, in part, to
accounting irregularities in the U.S. Foodservices division, a
tightening of the group's liquidity and new funding that worsens
the position of parent bondholders. U.S. food retail continues
to be a core area of operations even as competition increases
and consumer demand weakens.

The deals with exposure to Ahold are as follows:

       -- Vornado 2000-VNO - 11 Properties, 38.5%;

       -- KRT Origination Corp. - KRTOC - Two properties, 14.4%;

       -- GS Mortgage Securities Corp. II - 1996 PL - 11 loans,
          13.2%;

       -- Prudential Mortgage Capital II - PMCC2 2000-C1 - Three
          properties, 10.4%;

       -- Chase Commercial Mortgage Securities Corp. - CCMSC
          1996-1 - Three loans, 9.1%;

       -- J.P. Morgan Commercial Mortgage Finance - JPMC 1995-C1
          - One loan, 8.8%;

       -- Morgan Stanley Capital I - MSC 1998-XL2 - Two loans,
          8.5%;

       -- Nationslink Funding Corp. - NLFC 1999-LTL1 - Four
          loans, 6.9%; and,

       -- J.P. Morgan Chase Commercial Mortgage Securities -
          JPMCC 2002-FL1 - One loan, 5.6%.


ALLIED DEVICES: Court Nixes Request for Cash Collateral Use
-----------------------------------------------------------
Following the filing for protection from creditors under Chapter
11 of the Bankruptcy Code on February 19, 2003, Allied Devices
Corporation (ALDVE.OB) received an emergency approval for the
use of cash collateral until a hearing on February 27, 2003.

On February 27th, the Company was denied the use of cash
collateral.

Since then, the Court has approved a consent stipulation between
the Company and its secured lenders to permit the Company to
operate as a going concern while it seeks a sale of the Company
in part or in whole. On March 13, 2003, the bankruptcy court
approved the sale of certain assets of its APPI, Inc. subsidiary
in Sanford, Maine. The Company has also been in discussions with
potential buyers for the assets of its Allied Devices operations
in Hicksville, NY.

If the Company is unsuccessful in finding a buyer or buyers, it
may be required to cease operations and complete an orderly wind
down. All proceeds from the sale of assets will be distributed
to the creditors of the Company. If the assets sold are
insufficient to satisfy creditor claims, common stockholders of
the Company will not receive any payments.


AMERICA WEST: Airs Disappointment with Pilots' Negative Vote
------------------------------------------------------------
America West Airlines (NYSE: AWA) announced that the Air Line
Pilots Association (ALPA) has informed the company that a
majority of America West pilots voted against ratification of
the tentative agreement between the two parties.

"We are disappointed that our pilots voted against ratification
of the agreement between America West and the Air Line Pilots
Association, particularly given the economic realities facing
our industry and our company today," said Douglas Parker,
chairman and chief executive officer.  "While other airlines
continue to seek concessionary contracts with their employees,
our agreement included an immediate 11-percent wage rate
increase and work-rule enhancements.

"We will resume mediated discussions at a date to be determined
by the National Mediation Board," he added.  "Whenever we
eventually restart these negotiations, the discussions will
necessarily be framed by the economic realities facing America
West and the industry at that time."

Founded in 1983, America West Airlines is the nation's second
largest low-fare airline and the only carrier formed since
deregulation to achieve major airline status.  Today, America
West serves 92 destinations in the U.S., Canada and Mexico.

As previously reported in the Troubled Company Reporter,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


ANTARES PHARMA: Reports Improved Full-Year 2002 Performance
-----------------------------------------------------------
Antares Pharma, Inc., (Nasdaq: ANTR) reported a 14% increase in
2002 total revenues to $4.0 million compared to $3.5 million
total revenues for fiscal 2001.  Net loss applicable to common
shares decreased 31% to $10.3 million for 2002, compared to a
net loss applicable to common shares of $14.9 million in 2001.
The net loss applicable to common shares for 2002 included a
$1.0 million write-off of goodwill and approximately $1.1
million in debenture interest accretion and financing costs.
Without these two items, the net loss applicable to common
shares would have decreased 45% between years.

The Company also reported that total revenues for the fourth
quarter decreased 20% to $1.0 million, compared to $1.2 million
for the fourth quarter 2001 due primarily to accelerated
shipments in the third quarter in preparation for the Ferring
product launch in Europe.  Fourth quarter net loss applicable to
common shares was reported at $3.8 million compared to a net
loss applicable to common shares of $3.1 million for the fourth
quarter in 2001, an increase of 24%.  The fourth quarter 2002
included the $1.0 million write-off of goodwill discussed above
and approximately $772,000 in debenture interest accretion and
financing costs.  Without these two items, the net loss
applicable to common shares would have decreased 34%.

Commenting on the results, Dr. Roger G. Harrison, CEO and
President, said, "In a challenging business environment we have
met our goals in continued reduction of operating costs while
managing an increase in revenues of 14% for the year. Our
operating expenses decreased 9% compared with 2001, which
without goodwill write-off would have represented a 17%
reduction for the year and a 31% decrease in the fourth quarter.
We are pleased that initiation or continuation of feasibility
studies for our technology with major pharmaceutical companies
positions us well for business partnerships in 2003."

                         Balance Sheet

Cash and equivalents at December 31, 2002, and December 31,
2001, were approximately $268,000 and $1,965,000, respectively.
Net assets at December 31, 2002, and December 31, 2001, were
approximately $7,844,000 and $11,128,000, respectively, and net
shareholders' equity at December 31, 2002, and December 31,
2001, was approximately $2,090,000 and $7,468,000, respectively.

The decrease in cash, net assets and net shareholders' equity
primarily reflects the effects of cash used in operations, the
costs associated with debenture financing and the write-off of
goodwill.

                 Third Quarter 2002 Restatement

The Company entered into a Securities Purchase Agreement for the
sale of $2,000,000 principal amount of convertible debentures in
July 2002, of which $1,400,000 had been funded as of September
30, 2002.  The Company initially recorded a $1,720,000 charge to
interest expense for the in-the-money conversion feature of
these debentures. The Company has restated its previously
reported unaudited consolidated financial statements for the
three-and nine-month periods ended September 30, 2002, to
reflect the in-the-money conversion feature as a discount to the
convertible debentures which will be accreted and charged to
interest expense over the one-year term of the debentures. This
restatement results in a decrease to additional paid-in capital
of $516,000 as the Company's recognition of the beneficial
conversion feature has been corrected from $1,720,000 to
$1,204,000.  The remaining $516,000 of beneficial conversion
feature and related increase to additional paid-in capital was
recognized in the quarter ended December 31, 2002, when the
Company received the final $600,000 of funding under the
securities purchase agreement.  The restatement had no impact on
net cash flows from operating, investing and financing
activities.

Antares Pharma develops pharmaceutical delivery systems,
including needle-free and mini-needle injector systems and
transdermal gel technologies.  These delivery systems improve
both the efficiency of drug therapies and the patient's quality
of life.  The Company's needle-free injection systems for the
delivery of insulin and growth hormone are currently available
in more than 20 countries.  In addition, Antares Pharma has
several products under development and is conducting ongoing
research to create new products that combine various elements of
the Company's technology portfolio.  Antares Pharma has
corporate headquarters in Exton, Pennsylvania, with research and
development facilities in Minneapolis, Minnesota, and Basel,
Switzerland.


ARADIANT CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aradiant Corporation
         9370 Chesapeake Drive
         San Diego, CA 92123
         aka The National Dispatch Center, Inc
         aka NDC
         aka NDC Messaging Solutions
         aka Servistream
         aka Aradiant

Bankruptcy Case No.: 03-02037

Type of Business: The Debtor is a provider of personalized,
                   outsourced customer care, technical support
                   and wireless messaging services.

Chapter 11 Petition Date: March 5, 2003

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Sue J. Hodges, Esq.
                   Pillsbury Winthrop LLP
                   101 W. Broadway
                   Suite 1800
                   San Diego, CA 92101
                   Tel: (619) 234-5000

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
US Sprint - National Accounts                         $489,635
PO Box 101465
Atlanta, GA 30392

Community Health Group                                 $33,572

TMC Communications                                     $37,821

Tempro Services, Inc.                                  $20,715

Pacificare of California                               $21,175

Pacific Bell                                           $18,887

PacWest Media, Inc.                                     $7,000

United Concordia Dental Plans of California             $6,208

IKON Office Solutions                                   $3,005

Iron Mountain                                           $2,107

Jefferson Pilot Financial                               $2,434

KPBS                                                    $3,000

J&S Plant Care                                          $1,422

Waxie Sanitary Supply                                   $1,036

Bay City Electrical                                     $1,484

Corporate Express                                       $1,061

HR Solutions                                              $612

Integrated Insights                                       $733

Aramark                                                   $384

Waste Management of San Diego                             $331


ASIA GLOBAL CROSSING: Lazard's Engagement Okayed on Final Basis
---------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates, obtained
the Court's authority to employ Lazard Freres & Co. LLC as its
financial advisors and investment bankers.

Lazard provides financial advisory and investment banking
services during these Chapter 11 cases, all in accordance with
the terms of the engagement letter as amended and restated on
October 29, 2002, and the related indemnification agreement.

Lazard will concentrate its efforts on:

    -- formulating strategic alternatives;

    -- negotiating with the Debtors' banks, bondholders, and
       other creditor constituencies; and

    -- assisting the Debtors in formulating and implementing a
       viable Chapter 11 plan of reorganization.

Lazard is expected to:

    A. review and analyze the Debtors' businesses, operations and
       financial projections;

    B. evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    C. assist in the determination of an appropriate capital
       structure for the Debtors;

    D. assist in the determination of a range of values for the
       Debtors on a going concern and liquidation basis;

    E. advise the Debtors on tactics and strategies for
       negotiating with their various groups of creditors;

    F. render financial advice to the Debtors and participate in
       meetings or negotiations with the Creditors in connection
       with any Restructuring Transaction;

    G. advise the Debtors on the timing, nature, and terms of any
       new securities, other consideration or other inducements
       to be offered to its creditors in connection with any
       Restructuring Transaction and provide investment banking
       services reasonably related to the sale and placement of
       private or public debt and equity;

    H. assist the Debtors in preparing documentation within
       Lazard's area of expertise that is required in connection
       with the implementation of any Restructuring Transaction
       including preparation of documents associated with any
       bankruptcy proceeding;

    I. provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization, and as the same may be modified from time
       to time;

    J. assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    K. advise the Debtors with respect to the structure of and
       negotiations relating to a Sale Transaction, including any
       potential sale of all or a portion of the Debtors' assets
       or securities to, or any merger or consolidation of all or
       a portion of the Debtors with and into, any other person
       or entity;

    L. assist in arranging financing for the Debtors;

    M. advise and attend meetings of the Debtors' Board of
       Directors; and

    N. provide testimony, as necessary, in any proceeding in any
       judicial forum.

The Debtors will compensate Lazard these fees:

    A. Monthly Financial Advisory Fees: The Debtors will pay
       Lazard a $250,000 monthly financial advisory fee for each
       month of Lazard's engagement commencing November 2002;
       provided, however, that if Lazard continues to act as
       investment banker to the Debtors following the closing of
       a Restructuring Transaction or Sale Transaction, the
       monthly financial advisory fee for any months after
       closing will be $100,000.  The monthly financial advisory
       fee will be payable in advance on the 15th day of each
       month during the term of Lazard's engagement.  All monthly
       financial advisory fees payable for the months of November
       2002 and December 2002 will be credited against the
       Restructuring Transaction Fee or Sale Transaction Fee, if
       payable;

    B. Restructuring Transaction Fee: In the event that the
       Debtors consummate a Restructuring Transaction, the
       Debtors will pay Lazard a $3,500,000 Restructuring
       Transaction fee, $1,000,000 of which will be payable
       promptly on the earliest to occur of the:

       -- signing of a definitive agreement with respect to a
          Restructuring Transaction,

       -- public announcement of a Restructuring Transaction, and

       -- bankruptcy court approval of a Restructuring
          Transaction.

       The remaining $2,500,000 will be payable promptly after
       the closing of the Restructuring Transaction.  Payment of
       the Restructuring Transaction Fee will be credited against
       any Sale Transaction Fee, which subsequently becomes
       payable. To the extent that monthly financial advisory
       fees with respect to the months of November and December
       2002 become payable after payment of the first portion of
       the Restructuring Transaction Fee, these fees will accrue
       but need not be paid to Lazard as these fees are
       creditable against the Restructuring Transaction Fee.  In
       the event that the first portion of the Restructuring
       Transaction Fee is paid to Lazard and the agreement to
       enter into the Restructuring Transaction is terminated
       prior to the consummation of the transactions, Lazard will
       return this portion of the Restructuring Transaction Fee
       to the Debtors promptly following public announcement by
       the Debtors of the termination, less any accrued monthly
       financial advisory fees with respect to November and
       December 2002. For the avoidance of any doubt, no monthly
       financial advisory fees paid to Lazard, other than those
       for the months of November and December 2002, will be
       credited against the Restructuring Transaction Fee; and

    C. Sale Transaction Fee: In the event that the Debtors
       consummate a Sale Transaction, the Debtors will pay Lazard
       a $3,500,000 Sale Transaction fee, $1,000,000 of which
       will be payable promptly on the earliest to occur of the:

       -- signing of a definitive agreement with respect to a
          Sale Transaction,

       -- public announcement of a Sale Transaction, and

       -- bankruptcy court approval of a Sale Transaction.

       The remaining $2,500,000 of the fee will be payable
       promptly after the closing of the Sale Transaction.
       Payment of the Sale Transaction Fee will be credited
       against any Restructuring Transaction Fee, which
       subsequently becomes payable.  To the extent that monthly
       financial advisory fees with respect to the months of
       November and December 2002 become payable after payment of
       the first portion of the Sale Transaction Fee, these fees
       will accrue but need not be paid to Lazard as these fees
       are creditable against the Sale Transaction Fee.  In the
       event that the first portion of the Sale Transaction Fee
       is paid to Lazard and the agreement to enter into the Sale
       Transaction is terminated prior to the consummation of the
       transactions, Lazard will return the portion of the Sale
       Transaction Fee to the Debtors promptly following public
       announcement by the Debtors of the termination, less any
       accrued monthly financial advisory fees with respect to
       November and December 2002.  For the avoidance of any
       doubt, no monthly financial advisory fees paid to Lazard,
       other than those for the months of November and December
       2002, will be credited against the Sale Transaction Fee.
       (Global Crossing Bankruptcy News, Issue No. 36; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


BELL CANADA INT'L: S&P Withdraws BB- Credit & Sr. Unsec. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit and 'BB-' senior unsecured debt ratings on Bell
Canada International Inc. The ratings withdrawal follows
Standard & Poor's determination that it is unable to reasonably
quantify the risk of adverse court rulings regarding two
outstanding shareholder and debt holder lawsuits.

"Given the high degree of uncertainty about the ultimate outcome
of these suits, Standard & Poor's is unable to assess their
potential financial impact on BCI, and is, therefore, unable to
maintain its ratings on the company," said Standard & Poor's
credit analyst Joe Morin.

BCI currently operates under a court supervised Plan of
Arrangement. BCI will dispose of all remaining assets, settle
all claims with creditors, and make a final distribution to
shareholders. The timing for completion of the Plan of
Arrangement is unknown largely due to uncertainty surrounding
the unresolved lawsuits. BCI has completed the sale of its
largest and most valuable asset, Telecom Americas Ltd., to
America Movil S.A. de C.V., and received final payment of about
US$170 million (C$264 million), as announced by the company on
March 3, 2003. BCI continues to pursue disposal alternatives for
its remaining two assets, Axtel S.A. de C.V., a CLEC operating
in Mexico, and Canbras Communications Corp., a cable TV operator
in Brazil. Standard & Poor's believes that the value realized by
BCI will be minimal.

BCI has about C$413 million in available liquidity on a pro
forma basis, including C$149 million cash on hand at Dec. 31,
2002, and C$264 million received from America Movil.


BETHLEHEM STEEL: Court Okays Amended Greenhill Engagement Letter
----------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates obtained
Court approval to amend the terms of Greenhill & Co. LLC's
employment, to complement the employment of Credit Suisse.

Under the terms of the Amended Greenhill Engagement Letter,
Greenhill will still provide the same financial advisory and
investment banking services as principal advisor to the Debtors
and their Board of Directors.  However, Greenhill and the
Debtors have agreed to reduce the Restructuring Fee to
$6,000,000.  In addition, the parties agree that any
Restructuring Fees or transactional fees payable to Greenhill --
as well as to Credit Suisse -- may not exceed a total of
$12,000,000.  Any Restructuring Fee exceeding $8,000,000 would
be subject to review under Section 330 of the Bankruptcy Code.

The terms of the original engagement provides that if a
Restructuring is consummated during the term of Greenhill's
engagement or within 18 full months of the termination of its
engagement, Greenhill could be entitled to a transaction fee
equal to $12,000,000. (Bethlehem Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BS03USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BIOTRANSPLANT: Signs-Up Hale & Dorr as Special Corporate Counsel
----------------------------------------------------------------
Biotransplant, Incorporated seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Hale and Dorr LLP as its Special Corporate Counsel.

The Debtor tells the Court that Hale and Dorr's expertise is
essential in its restructuring efforts on fields of litigation,
securities, tax, intellectual property, real estate, and general
corporate matters.  Hale and Dorr has represented the Debtor
since 1991 as its general outside counsel in connection with a
variety of matters.  As a result, Hale and Dorr has acquired
extensive knowledge concerning the Debtor's operations and is
particularly suited to serve as Debtor's special counsel.

As Special Counsel, Hale and Dorr will:

      a) represent the Debtors with respect to prosecuting and
         defending business litigation of the Debtor;

      b) represent the Debtor with respect to the prosecution,
         maintenance, and defense of its intellectual property;
         and

      c) represent the Debtor with respect to general corporate
         matters, securities matters, tax matters, and related
         non-bankruptcy legal matters.

Hale and Dorr will seek compensation for its professional
service on an hourly basis.  The standard hourly rates of the
attorneys and paraprofessionals presently designated to
represent the Debtor are:

           Partners            $350 to $695 per hour
           Of Counsel          $270 to $425 per hour
           Junior Partners     $350 to $395 per hour
           Associates          $210 to $325 per hour
           Legal Assistants    $65 to $185 per hour

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.


BOUNDLESS CORP: Brings-In Fischbein Badillo as Special Counsel
--------------------------------------------------------------
Boundless Corporation and its debtor-affiliates ask for approval
from the U.S. Bankruptcy Court for the Eastern District of New
York to engage the legal services of Fischbein Badillo Wagner
Harding as their Special Counsel.

The Debtors require the services of Fischbein Badillo to provide
legal advice on a myriad of corporate and securities, real
estate and other business related issues for the duration of
their bankruptcy cases.

The Debtors relate that Fischbein Badillo has represented them
as corporate counsel since 1994.  As such, Fischbein Badillo is
fully familiar with the background of the Debtors, their
financial history, corporate makeup, assets and liabilities, and
all other issues attendant to the operation of the Debtors'
businesses. Given their knowledge and expertise, the retention
of FBWH as special counsel will minimize the expense to the
estate, the Debtors add.

Consequently, the Debtors require Fischbein Badillo to render
legal services relating to:

      a. all corporate and securities related issues;

      b. sale of the Debtors' real property located at 100 Marcus
         Boulevard, Hauppauge, New York, and leasing of a
         portion;

      c. acting as counsel in some and co-counsel in other
         litigation matters (excluding avoidance actions pursuant
         to Section 547, 548 and 549 of the Bankruptcy Code); and

      d. performance of such other legal services as may be
         necessary, desirable and appropriate.

Fischbein Badillo will seek compensation based upon its standard
hourly billing rates, which currently are:

           partners and counsel          $290 to $475 per hour
           associates                    $175 to $335 per hour
           law clerks and paralegals     $115 per hour

It is anticipated that the majority of the work in this case
will be performed by Joseph L. Cannella, Esq., whose present
hourly rate is $445 per hour.

Boundless Corporation is a global technology company and is
composed of two subsidiaries: Boundless Technologies, Inc., a
desktop display products company, and Boundless Manufacturing
Services, Inc., an emerging EMS company providing build-to-order
(BTO) systems manufacturing, printed circuit board assembly, as
well as complete end-to-end solutions from design through
product end-of-life to its customers.  The Company filed for
chapter 11 protection on March 12, 2003 (Bankr. E.D. N.Y. Case
No. 03-81558).  Jeffrey A Wurst, Esq., at Ruskin Moscou
Faltischek PC represents the Debtors in their restructuring
efforts.  When the Company filed for chapter 11 protection from
its creditors, it listed $19,442,850 in total assets and
$19,417,517 in total debts.


BOW VALLEY ENERGY: Dec. 31 Working Capital Deficit Tops $5 Mill.
----------------------------------------------------------------
Bow Valley Energy Ltd., (TSX - BVX) reported on its financial
and operational results for the three and twelve month periods
ended December 31, 2002.

Highlights:

- Fourth quarter average production more than doubled to 4,500
   boepd.

- Added a western Canadian production base and operating
   presence that contributed approximately 2,500 boepd during the
   fourth quarter.

- Tied-in the Company's first significant Canadian exploration
   success in the Peace River Arch area at Balsam.

- New well tie-ins and optimization efforts yield increased
   production from Boundary acquisition.

- Added 2.4 million boe of gas weighted established reserves in
   Canada.

- Fourth quarter cash flow increased 228% to $8.7 million ($0.14
   per share diluted) from $2.6 million ($0.06 per share diluted)
   in 2001.

- Fourth quarter earnings increased to $4.7 million ($0.08 per
   share) compared to a loss of $24.7 million ($0.57 per share)
   in 2001.

- Exited the year with a strong balance sheet: $4.9 million of
   net debt (0.56 of fourth quarter cash flow) and total
   available credit facilities of $20 million.

- Closed $5.16 million flow-through share financing in December
   at $2.15 per share.

                         Operations

During the fourth quarter, Bow Valley's first significant
exploration success at Balsam was pipeline connected and
commenced production in late October adding more than 1,100
boepd on a net basis. The Company continued with its exploration
drilling program during the quarter, participating in the
drilling of five (3.2 net) wells resulting in two (1.4 net) gas
wells, two (1.6 net) dry holes and one suspended gas well.
Further production additions of approximately 200 boepd were
realized as a result of new well tie-ins and optimization
efforts conducted on the Gilby and Highvale gas properties
obtained through the acquisition of Boundary Creek Resources
Ltd.

                      Exploration Update

Canada

Bow Valley's exploration effort in western Canada remains
focused on natural gas in the Peace River Arch area of Alberta
and northeast B.C. To date in 2003, the Company has participated
in the drilling of six (3.6 net) wells resulting in two (1.4
net) natural gas discoveries in the Earring and Mirage
areas. Both of these successes are expected to be tied-in prior
to the end of March. Follow-up drilling on the Company's Mirage
discovery is planned after spring break-up. Three additional
exploratory wells will be drilled prior to break-up, including a
3,700 metre Devonian test in the Fireweed area of northeast B.C.

United Kingdom

During 2002, Bow Valley acquired a 25% interest in a new
exploration license in the North Sea. This license offsets the
Ettrick field where Bow Valley has an 11.75% interest, and
adjoins the Buzzard discovery made by EnCana in 2001. Buzzard is
thought to be the largest discovery in the North Sea in the past
10 years and it highlights the exploration potential that still
exists in the area.

Bow Valley has extensive seismic data in the area and two
exploration prospects have been mapped. The first prospect
"Squirrel", operated by EnCana (UK) Limited, commenced drilling
on March 9, 2003. The well is in 114 metres of water,
approximately 17 kilometres east of the Buzzard field. The
duration of the drilling program is estimated to be five to six
weeks to a total targeted depth subsea of 2,810 metres. Bow
Valley holds a 12.4% working interest in the Squirrel Prospect.
Bow Valley has a 25% interest in a second exploration prospect
which is scheduled to commence drilling in April 2003.

Reserves

Bow Valley's oil and gas reserves were evaluated by the
independent engineering firms APA Petroleum Engineering Inc. (UK
properties) and Ryder Scott Company (Canadian properties).

At year-end 2002, the net present value of Bow Valley's
established reserves (proved plus 50% of probable) discounted at
10% pretax, was estimated at $78.9 million. This represents an
increase of 24% over the $63.5 million reported last year,
reflecting the effect of reserves additions during the year.

In the UK, the Company's established reserves increased by
approximately 8% to 11.52 million BOE at year-end 2002.
Additions and revisions occurred as a result of drilling a
fourth development well at Kyle, the acquisition of an
additional 1.786% working interest in the Kyle field and changes
to the development plans and related cost/timing effects of Bow
Valley's discovered non-producing field interests.

Bow Valley entered 2002 with no reserves booked to any Canadian
properties. During the year, the Company added reserves of 2.1
million BOE and 2.6 million BOE on a proved and proved plus
probable basis, respectively. The vast majority of these
additions (over 85%) are natural gas reserves. These
reserves were added from a combination of the acquisition of
Boundary Creek Resources Ltd. in late August and the results of
the Company's exploration drilling program in western Canada.

Total Canadian capital expenditures during 2002 amounted to
$38.9 million which includes $27.1 million for the Boundary
Creek acquisition. Finding and development costs during the year
in Canada were $18.31 per BOE on a proved basis and $14.88 per
BOE for proved plus probable reserves. Management acknowledges
that this high level of finding and development cost is not
sustainable in the medium to long-term. Bow Valley also
recognizes that 2002 represents the first year as a full cycle
exploration company in western Canada. In addition, Boundary
Creek was a strategic acquisition that provided Bow Valley with:
high quality operated gas production in areas with further
drilling and optimization potential; undeveloped lands; a large
proprietary seismic database covering areas that the Company
continues to actively explore; and new prospect leads. The
Company's F & D cost performance is expected to improve as the
value of its initial investments to position in western Canada
is realized over a longer time frame.

                Management's Discussion and Analysis

The following analysis provides a detailed explanation of Bow
Valley's operating results for the quarter and year ended
December 31, 2002, which should be read in conjunction with the
interim consolidated financial statements of Bow Valley, found
later in this report. Bow Valley's Annual Report and Annual
Information Form will include a more detailed MD&A as well as a
complete set of notes to the financial statements. All figures
are reported in Canadian dollars, unless otherwise stated.

                      BOE Presentation

For the purposes of calculated unit costs, natural gas has been
converted to a barrel of oil equivalent on the basis of six
thousand cubic feet to one barrel unless otherwise stated.

                   Boundary Creek Acquisition

Bow Valley acquired all of the shares of Boundary Creek
Resources Ltd., on August 29, 2002. The consolidated financial
statements include the results of operations of Boundary
effective August 29, 2002.

         Impact of Second Quarter Pipeline Interruption
                      on Full Year Results

All financial and operating results for the year have been
negatively impacted by a previously reported blockage in the
natural gas sales line at Kyle during the second quarter. As a
result, the Company recorded minimal sales during this period
while continuing to incur fixed operating costs and also
expenses to repair the pipeline. Bow Valley and its joint
venture partner at Kyle continue to pursue opportunities to
recover their respective share of costs related to the blockage
in the gas sales pipeline.

Production

Natural gas sales increased by 342% to 15.9 mmcf/d (2001 - 3.6
mmcf/d) for the three months ended December 31, 2002. All of the
increase in natural gas sales is attributable to production
additions in Canada. A successful Canadian exploration drilling
program contributed an average of 7.7 mmcf/d to fourth quarter
production while the acquisition of Boundary added 5 mmcf/d.

Crude oil and natural gas liquids sales increased 31% for the
three months ended December 31, 2002 to 1,853 bopd (2001 - 1,416
bopd). The increase is related to NGL's added from the Canadian
exploration program and also production added from Boundary.

Production on a barrel of oil equivalent basis increased 123% to
4,495 boepd (2001 - 2,019 boepd) for the final quarter of 2002.
The Canadian exploration drilling program contributed 1,375
boepd of this production, while Boundary added 1,080 boepd and
the UK production remained relatively flat.

Average production for the year-ended December 31, 2002
increased by 25% to 2,409 boepd (2001 - 1,927 boepd) in 2002. On
an annual basis, the production additions in Canada during the
last half of 2002 were partially offset by the production
interruption at Kyle during the second quarter.

Revenue

Oil and natural gas sales rose by 165% to $15 million during the
fourth quarter of 2002 compared to $5.7 million in 2001. The
increase is attributable to higher production as described above
and higher average commodity prices. Crude oil and NGL prices
averaged $40.32/bbl (2001 - $34.27/bbl) for the quarter while
natural gas prices averaged $5.59/mcf (2001 - $3.43/mcf). Crude
oil prices are expressed net of a $0.15 million hedge loss for
the quarter and $0.45 million for the year. There were no hedge
gains or losses in the prior year.

Royalties

Royalties for the last quarter of 2002 were $1.4 million and
$1.7 million for the year. The royalties relate to the Canadian
production added during the second half of 2002. Royalties on a
per barrel of oil equivalent basis amounted to $3.42/boe for the
three months and $1.89/boe for the year. The Company did not pay
any royalties in 2001 as all of its production base was situated
in the North Sea.

Operating Costs

Operating costs for the three month period increased by 65% to
$3.8 million ($9.29/boe) compared to $2.3 million ($12.38/boe)
in 2001. The increase in operating costs is due primarily to
increased production. On a boe basis, operating costs have
decreased as a result of adding of lower operating cost Canadian
production in 2002 to UK production.

Operating costs doubled for the year to $12.8 million
($14.57/boe) in 2002 versus $6.1 million ($8.70/boe) in 2001.
Despite higher production volumes, operating costs in 2002
include over $4 million of expenses related to the Kyle pipeline
interruption. Bow Valley and its joint venture partners at Kyle
continue to pursue opportunities to recover their share of costs
related to the blockage in the gas sales pipeline.

General and Administrative Expenses

General and administrative expenses increased to $0.76 million
(2001 - $0.65 million) or $1.83 per barrel (2001 - $3.50 per
barrel) for the three months ended December 31, 2002. G&A costs
in the last quarter of 2002 include a one-time UK office lease
charge of $0.3 million ($0.67/boe).

Twelve month G&A expenses increased to $2.5 million (2001 - $1.3
million) or $2.81/boe (2001 - $1.84/boe). The higher G&A
reflects additional staff required to operate and explore in
Canada. G&A costs for the year include one-time charges of $0.7
million related to the UK office space and management changes.

Interest

Expense Interest expenses increased to $0.24 million (2001 -
$0.09 million) for the three months and $0.60 million (2001 -
$0.44 million) for the twelve months ended December 31, 2002.
The increased interest expense reflects the higher outstanding
loan balance during the year as a result of acquiring Boundary
and funds required to pay operating expenses at Kyle during the
second quarter when there was no production.

Depletion, Depreciation and Amortization

Depletion, depreciation and amortization was $5.3 million
(2001 - $2.8 million) or $12.91/boe (2001 - $15.29/boe) for the
final quarter of 2002. The Company also recorded a $24.2 million
ceiling test write-down in 2001. No write-down was required in
2002.

For the year, DD&A increased to $9.9 million ($11.27/boe)
compared to $7.7 million (2001 - $10.93/bbl).

Taxes

Bow Valley recorded a current tax expense of $0.17 million for
the year which includes $0.02 million of Large Corporations Tax
and $0.15 million of part XII.6 tax relating to the flow-through
shares issued in 2001. The $0.01 million of current tax recorded
in 2001 related to a tax adjustment in the UK.

Bow Valley recorded a future tax benefit of $1.6 million in 2002
relating to value of previously unrecorded tax pools in excess
of net book value which may now be utilized with income from
exploration success in Canada. An additional future tax benefit
of $2.4 million was recorded as a result of the Boundary
acquisition.

Goodwill

Goodwill is defined as the excess cost of an acquisition over
the fair value of the underlying assets and liabilities at the
date of acquisition. Bow Valley allocated $8.5 million of the
Boundary purchase price to goodwill. Goodwill could become
impaired in the future and, in such event, a write-down could
occur.

Capital Expenditures

In Canada, Bow Valley spent $6.1 million on exploration and
development related expenditures for the quarter and $11.8
million for the year. The Company invested $7.9 million on
drilling, $3 million on land and seismic and $0.9 million was
spent on facilities and other capital expenses during 2002.

Bow Valley also acquired all of the shares of Boundary on
August 29, 2002 for a total cost of $27.1 million, which
includes the cost of cash and shares paid as well as the
assumption of Boundary's debt.

The Company also invested $0.9 million in the United Kingdom
during the final quarter of 2002 and $12.1 million for the year.

                 Liquidity and Capital Resources

At December 31, 2002, Bow Valley had working capital of $1.5
million and bank indebtedness of $6.3 million for total net debt
of $4.9 million. The Company had undrawn credit facilities of
$15 million at the end of the year.

Bow Valley issued 6.2 million common shares on August 29, 2002
as partial consideration for the Boundary acquisition. The
Company also issued 6.1 million common shares on the conversion
of 6.1 million subscription receipts for net proceeds of $8.3
million.

In December, Bow Valley issued 2.4 million flow-through shares
for gross proceeds of $5.2 million. The Company incurred $0.9
million of costs related to the renouncement of tax pools prior
to year-end.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded total current assets by about
$5 million.

Outlook

Bow Valley has more than doubled its production base during the
past year. More importantly, the Company has diversified its
portfolio of assets creating a more stable and reliable cash
flow stream. At the same time, the Company has narrowed its
overall focus to concentrate on oil exploration in the UK North
Sea and natural gas exploration in western Canada. Bow Valley is
positioned to participate in some of the more exciting
exploration plays in each area.

In Canada, Bow Valley's exploration program contributed 1,375
boepd of average production during the fourth quarter. The
Company is in the process of tying in two additional wells from
successful drilling so far in 2003. Three additional wells will
be drilled in western Canada prior to break up and an additional
10 to 15 wells are to be drilled throughout the remainder of the
year.

Finding and development costs were unacceptably high in Canada
for the first year of Bow Valley's exploration program. The
first year finding and development costs were negatively
impacted by a disproportionate investment in land and seismic
which was required to build an inventory of prospects to be
drilled in 2003. The Company is confident that when measured on
a two to three year average, the cost of reserve additions will
be lower and comparable to the better performers within the
industry.

In the UK, Bow Valley has recently spudded the first of two high
impact exploration wells in the Ettrick/Buzzard area of the
North Sea. The Company plans to participate in one additional
exploration well in the South Basin while continuing to evaluate
new exploration and production acquisition opportunities in the
North Sea.

The Company delivered a solid financial performance during the
fourth quarter with cash flow of $8.7 million, and earnings of
$4.7 million while ending the year with a strong balance sheet.
Bow Valley was able to achieve an average production rate of
4,500 boepd during the fourth quarter which matched the
Company's forecasted exit rate. Bow Valley is well positioned to
achieve continued growth from an exciting exploration program in
both Canada and the North Sea.

Bow Valley Energy Ltd., is an oil and natural gas exploration,
development and production company with operations in western
Canada and the UK sector of the North Sea. The common shares of
the Company trade on The Toronto Stock Exchange under the symbol
BVX.


BROWN JORDAN: S&P Drops Credit Rating to SD over Missed Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Brown Jordan International Inc., to selective default
('SD') from 'B'. The rating on the company's subordinated debt
was reduced to 'D' from 'CCC+'. The rating on the company's
senior secured bank loan was lowered to 'CC' from 'B'.

"These actions reflect Brown Jordan's default on its
subordinated debt interest payment due Feb. 15, 2003, on notes
that mature 2007," said Standard & Poor's credit analyst Martin
S. Kounitz. For its fiscal year ended Dec. 31, 2002, Brown
Jordan breached certain of its covenants on its bank debt. As a
result, its bank group prevented the company from making its
subordinated debt interest payment. Brown Jordan is currently in
discussions with its bank group to amend its senior credit
facility.

Pompano Beach, Florida-based Brown Jordan is a designer,
manufacturer, and distributor of casual indoor and outdoor
furniture, chairs, and ready-to-assemble products for
residential and commercial use. Because these items represent
very discretionary purchases for consumers, the company's
products are in a vulnerable sector of the furniture industry.
Shipments of higher margin products slowed substantially as
dealers have deferred patio furniture purchases, significantly
reducing profitability.


BURLINGTON: Rucker et Famil Seeks Equity Committee Appointment
--------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Walker F.
Rucker et famil, a party-in-interest, asks the Court to appoint
an equity security holders committee or a trustee to conduct the
Burlington Industries Debtors' reorganization in lieu of
Burlington.

David M. Clark, Esq., at Clark, Bloss & Wall, in Greensboro,
North Carolina, tells the Court that Mr. Rucker, with his
family, is listed in at least seven categories in the equity
holder listing filed by the Debtor-in-Possession, including,
shares listed under UBS Paine Webber 1,500,000 shares and
Wachovia Bank 600,000.  "Mr. Rucker and his family have the
beneficial interest in at least 2,500,000 shares in the Debtor,"
Mr. Clark says.

In the Debtors' Schedule of Assets and Liabilities, the total
assets are listed as $1,219,500,180, while total Liabilities are
listed as $1,016,167,083.  Thus, at the time of filing, there
was $203,333,096 worth of equity representing assets exceeding
total liabilities.  Based on current outstanding stock, reported
by the Debtors as 53,524,941 shares of Old Common Stock of
Burlington and 454,301 shares of Nonvoting Common Stock, this
amounts to a value of approximately $3.76 per share in
shareholders' equity.

In the Schedule of Assets and Liabilities, Burlington lists a
value of $4,266,303 for its 51% membership in Nano-Tex LLC
listed as Asset Id 270.  This relatively small value is listed
despite public statements by George W. Henderson, Chairman of
Burlington Industries and until recently also Chairman of Nano-
Tex, and other officers of Burlington Industries, that Nano-Tex
is poised for public offering, and that Mr. Henderson
anticipates upward to a $1,000,000,000 market for its products.

Furthermore, as indicated in the Disclosure Statement filed
February 12, 2003, all shares or equity currently held will be
worthless when the company emerges from bankruptcy.  Mr. Clark
says it is clear that Burlington is not adequately representing
the interests of the equity security holders in the bankruptcy
proceeding. (Burlington Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1) are
trading at about 38 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CALPINE: Signs Long-Term 200-Megawatt Calif. Power Sales Deal
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN), one of North America's leading
power companies and largest producer of renewable geothermal
energy, entered into a long-term power sales agreement with
Southern California Edison calling for the delivery of 200
megawatts of baseload renewable energy.  Delivery will begin by
the end of the second quarter of 2003.

"This contract further demonstrates Calpine's commitment to
California and to clean renewable energy production in the
state.  The contract also marks the single-largest renewable
energy transaction in California," said Calpine Vice President -
Marketing & Sales Curt Hildebrand.  "From a market perspective,
Southern California Edison's return to the power procurement
business is viewed as a very positive step for California.
California's utilities are key to a stable and rational power
market, and the resumption of long-term power purchase contracts
is a strong indication the market is recovering."

The contract reflects Calpine's long-term strategy of committing
the majority of its generating capacity under long-term
contracts.  Its customers benefit from a clean, reliable and
economic source of electricity, and Calpine benefits from a
strong, predictable source of revenue.

The contract was approved by the California Public Utilities
Commission (CPUC) on January 30, 2003 and has a minimum term of
five years.  Power will originate from Calpine's system of
geothermal power projects at The Geysers located in Northern
California.

Calpine's ownership in power generation began with the purchase
of a five percent interest in a 20-megawatt facility at The
Geysers in 1989.  Calpine currently owns 19 of the 21 operating
facilities at The Geysers and, as a result, is the world's
largest producer of electricity derived from geothermal
resources.  Further, recognizing the importance of The Geysers,
Calpine is expanding and extending this valuable renewable
resource through wastewater recharge projects whereby clean
reclaimed wastewater from local municipalities is recycled into
the geothermal reservoir where it is converted into steam for
electricity production.  This "win-win" situation provides an
environmentally sound wastewater discharge solution for
neighboring cities while increasing the productivity and
extending the life of the geothermal resource.

Based in San Jose, California, Calpine Corporation is a leading
North American power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired and geothermal power generation.  It generates
and markets power through plants it owns, operates, leases, and
develops in 23 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine also owns
approximately 1.0 trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States.  The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN. For more information
about Calpine, visit its Web site at http://www.calpine.com

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


CHARMING SHOPPES: Reports Strong Performance in Fiscal Q4 2003
--------------------------------------------------------------
Charming Shoppes, Inc., (Nasdaq: CHRS) the retail apparel chain
specializing in women's plus-size apparel, reported earnings and
sales for the fourth quarter and fiscal year ended February 1,
2003.

In a separate press release today, the Company also announced
the commencement of a Cost Reduction Plan during the fiscal year
ending January 31, 2004.

Fourth Quarter Earnings and Sales

      -- For the three months ended February 1, 2003, net income
was $3,966,000. Net income includes a pre-tax restructuring
credit in the amount of $3,462,000 ($2,116,000 after-tax),
related to the restructuring charge recorded on January 28,
2002. Excluding the restructuring credit, net income was
$1,850,000.

      -- This compares to a net loss of $27,794,000 for the
corresponding period last year, which included a $37,708,000
pre-tax charge ($24,510,000 after-tax) for a restructuring
plan that was announced on January 28, 2002. Excluding the
restructuring charge, net loss was $3,284,000 for the three
months ended February 2, 2002.

      -- Sales for the three months ended February 1, 2003
decreased 7% to $601,154,000, compared to sales of $647,087,000
during the three months ended February 2, 2002. Comparable store
sales for the corporation decreased 5% during the three months
ended February 1, 2003.

                Fiscal Year 2003 Earnings and Sales

      -- For the year ended February 1, 2003, income before
cumulative effect of accounting changes was $46,328,000 or $0.39
per diluted share. This includes a pre-tax restructuring credit
in the amount of $4,813,000 ($2,941,000 after-tax), related to
the restructuring charge recorded on January 28, 2002. Excluding
the restructuring credit, income before cumulative effect of
accounting changes was $43,387,000. Net loss after the
cumulative effect of accounting changes was $2,770,000 for the
year ended February 1, 2003.

      -- This compares to a net loss of $4,406,000 for the
corresponding period last year, which included a $37,708,000
pre-tax charge ($24,510,000 after-tax), for a restructuring
plan that was announced January 28, 2002. Excluding the
restructuring charge, net income was $20,104,000 for the
fiscal year ended February 2, 2002.

      -- Related to the Emerging Issues Task Force (EITF) of the
Financial Accounting Standards Board, Issue 02-16, "Accounting
by a Reseller for Cash Consideration Received from a Vendor",
the Company elected to early adopt the provisions of the EITF
retroactive to the first quarter of fiscal 2003. This change in
accounting had the following impact on our reported results for
fiscal 2003:

      1. A portion of cash received from a vendor is deferred and
remains in inventory until the product is sold. As of
February 1, 2003, $7,944,000 of cash received from vendors has
been deferred into inventory and will be recognized as inventory
is sold.  2. The Company recorded a charge of $5,123,000 (net of
income taxes of $2,758,000) or $0.04 per diluted share that
represents the cumulative effect of this accounting change for
the deferral of cash received from a vendor as of the beginning
of fiscal 2003. The impact of the adoption of EITF 02-16 for the
fourth quarter and year ended February 1, 2003 was an increase
to cost of goods sold of $361,000 and $216,000, respectively.

      -- The Company had previously recorded a cumulative effect
of an accounting change in the amount of $43,975,000, related to
the adoption of FASB Statement 142, "Goodwill and Other
Intangible Assets," also effective as of the beginning of the
fiscal year.

      -- Sales for the year ended February 1, 2003 increased 21%
to $2,412,409,000, compared to sales of $1,993,843,000 during
year ended February 2, 2002. Total sales include sales from Lane
Bryant, which was acquired on August 16, 2001. Comparable store
sales for the corporation decreased 2% for the year ended
February 1, 2003.

Commenting on Fiscal Year 2003, Dorrit J. Bern, Chairman, CEO
and President of Charming Shoppes said, "We, like most
retailers, faced many challenges during the year, including a
weak economy and an uncertain geopolitical climate, which
negatively impacted consumer spending. The most disappointing
development during the Fall and Holiday season was the
performance of our Lane Bryant brand. As we have previously
discussed, a turnaround plan is now being executed at Lane
Bryant, which will result in improved merchandise assortments
for Fall 2003."

"Despite a difficult environment, we made many improvements over
the year. Our net income before restructuring credits and
charges more than doubled over last year. Our Fashion Bug and
Catherines brands both achieved strong increases in operating
income, driven primarily by gross margin expansion, which
contributed to a 170 basis point increase for the year. We
completed our restructuring plan, announced in January 2002,
which closed unprofitable stores and allowed us to maximize
certain store assets through conversions. We reduced our long-
term debt by approximately $56 million, while extending the
majority of our debt maturities to 2012. We repurchased over 12
million shares of our common stock during the year. Currently,
our remaining authorization is approximately 5 million shares,
and, as conditions allow, we are prepared to proceed with
additional repurchases, contingent on appropriate consents from
our lenders and Limited Brands, Inc."

Selected Financial Data:

The Company's liquidity and financial position remains strong
and continued to improve during the fiscal year ended
February 1, 2003. Improvements include:

      -- Cash and Investments increased to $125 million from $59
million as compared to the previous year.

      -- Total debt decreased year over year by approximately $56
million, with the majority of maturities extended to 2012. The
Company ended the fiscal year with no cash borrowings on its
credit facility.

      -- During Fiscal Year 2003, the Company repurchased 12.3
million shares of common stock, and ended the year with 112.9
million shares outstanding.

            Revised 1st Quarter Earnings Guidance

Based on below-plan sales in February, the Company has lowered
projections of earnings per share to a range of $0.08 - $0.10
for the first quarter Fiscal 2004. Comparable store sales are
projected in the negative mid single digit range for that
period.

Charming Shoppes, Inc., whose $130 million Senior Unsecured
Notes are currently rated by Standard & Poor's at 'BB-',
operates 2,248 stores in 48 states under the names LANE
BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R), CATHERINE'S PLUS
SIZES(R), MONSOON and ACCESSORIZE. Monsoon and Accessorize are
registered trademarks of Monsoon Accessorize Ltd.  Please visit
http://www.charmingshoppes.comfor additional information about
Charming Shoppes, Inc.


CHARTER COMMS: Names Michael Haislip SVP, Great Lakes Division
--------------------------------------------------------------
The appointment of Michael R. Haislip to Senior Vice President
of Operations for the Great Lakes Division of Charter
Communications, Inc., (Nasdaq:CHTR) was announced this week by
Carl Vogel, President and Chief Executive Officer. In this
capacity, Mr. Haislip will be based in Madison, Wis., with
overall responsibility for all Charter-Great Lakes operations
serving some 1.4 million customers in Michigan, Minnesota and
Wisconsin.

In making the announcement, Mr. Vogel said, "The sweeping
changes we're making to our operating structure with the
consolidation of field operations into five geographically
clustered divisions has attracted top talent like Mike Haislip.
Mike has the talent and leadership we need as we move forward
with our plan to execute with excellence and focus as we re-
energize Charter and align every employee around common goals
that focus on the customer. His financial experience and
broadband knowledge are vital to our continued success."

Mr. Vogel said Mr. Haislip has more than 26 years experience in
the cable industry, most recently as President of Armstrong
Cable in Butler, Pa. Previous to this he was President of Star
Cable Associates in Pittsburgh, and also served as Vice
President of Operations for Enstar Communications. He began his
career at Cox Communications in Atlanta where he served in
various operations and financial management positions for nearly
10 years.

A 1974 graduate of the University of Tennessee, Mr. Haislip
earned a B.S. degree in Management Science Accounting.

Mr. Vogel observed that Mike Haislip's recruitment marks the
third senior-level operations person to join Charter in the last
month. On March 17, Charter announced the recruitment of Chuck
McElroy, formerly President of Cox Business Services, a unit of
Cox Communications, Inc., as Senior Vice President of its
Southeast Division; and the appointment of Lee Clayton, formerly
Managing Director/Executive Vice President of United Pan-Europe
Communications, nv (UPC), to Senior Vice President of Operations
for the company's Midwest Division was announced in February.

"Investor confidence and employee morale will continue to be
revitalized as we execute on the organizational restructuring
plan we announced last October with high level appointments like
these," Mr. Vogel said.

Charter Communications. Inc. (Nasdaq: CHTR), a Wired World
Company(TM), is the nation's third largest broadband
communications company, currently serving approximately 6.7
million customers in 40 states. Charter provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform,
marketed under the Charter Digital Cable(R) brand; and high-
speed Internet access via Charter Pipeline(R). Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com

As reported in Troubled Company Reporter's February 18, 2003
edition, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant this
quarter, and reacted negatively to talk that a restructuring is
"increasingly likely" in the near to medium term and there's a
"growing probability of expected credit losses."

                     Restructuring Advisers Hired

Charter has reportedly chosen Lazard as its restructuring
adviser, according to TheDeal.com (edging-out Goldman Sachs
Capital Partners, Carlyle Group, Thomas H. Lee Partners, UBS
Warburg and Morgan Stanley) to explore strategic alternatives.
The New York Post, citing unidentified people familiar with the
situation, says those alternatives may involve selling assets or
bringing in private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis
& Co. onto the scene to protect his 54% stake that cost him $7-
plus billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in
Los Angeles has served as long-time legal counsel to Mr. Allen
and his investment firm, Vulcan Ventures.


COLORADO MATERIALS: Linc Acquisition Auctioning Collateral Today
----------------------------------------------------------------
Today, Linc Acquisition One, LLC will hold an auction for
certain collateral securing debts owed to it by Colorado
Materials Holding Corporation.  Pursuant to a Court Order
entered in the U.S. District Court for the Eastern District of
Pennsylvania (Case No. 02-02133), Linc will auction and sell 100
shares of capital stock of Agile Stone and 100 shares of Rock 'N
Rail.  The shares in both companies will be offered as a single
lot and will not be segregated.

The auction, which is in accordance with C.R.S. 4-9-613, will
convene today, March 20, 2002, at 10:00 a.m. Colorado Time, in a
Republic Financial conference room at 3300 South Parker Road,
Suite 500 in Aurora, Colorado.

Agile Stone and the Rock 'N Rail freight train are owned by
Colorado Materials of Colorado Springs.  These are completely
separate businesses from the Canon City and Royal Gorge tourist
railroad which continues to operate as normal on a weekend
schedule.

The two businesses share the same railroad track and are 50-50
partners in ownership of the track from Parkdale to Canon City.


CONSECO FINANCE: Wants More Time to Make Lease-Related Decisions
----------------------------------------------------------------
The Conseco Finance Corp. Subsidiary Debtors seek an extension
of their time to assume or reject unexpired leases of non-
residential real property.  In light of the recent auction and
other events, the CFC Subsidiary Debtors will need additional
time to determine which leases to assume or reject.  The CFC
Debtors are still evaluating the majority of their leases.  It
is not possible to determine which parts of the CFC Subsidiary
Debtors will remain part of the post-auction operations.  To
maximize value for the estates, the CFC Subsidiary Debtors need
additional time to make careful, informed decisions on their
leases.  Thus, the CFC Subsidiary Debtors ask Judge Doyle to
extend their lease decision deadline until August 14, 2003.
(Conseco Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO INC: Signs-Up Eastdil as Exclusive Real Estate Agent
------------------------------------------------------------
Conseco Inc., and its debtor-affiliates seek the Court's
authority to employ Eastdil Realty Company as exclusive real
estate agent for the marketing and potential sale of the
property known as 767 5th Avenue, New York City.  The Debtors
also seek the Court's permission to pay Eastdil a professional
service fee.

Eastdil was established in 1967 as the first real estate
investment banking firm.  Eastdil has 55 professionals
throughout the world with headquarters in New York City.  The
firm is exclusively a seller's agent; it does no property
management, leasing work and investment advisement.  Eastdil is
a subsidiary of Wells Fargo.

Eastdil has not been retained by any of Conseco's creditors,
equity security holders or other parties-in-interest.  Eastdil
has a prior relationship with Trump 767, the fee owner of the
Property.  Eastdil was retained in May 2000, to actively market
the Property in an effort to sell it.  The effort was
unsuccessful.  The prior relationship does not prohibit
Eastdil's current representation of Conseco.

Conseco will pay Eastdil a retention and advisory fee of $55,000
per month during the term of their Listing Agreement, which is
through September 7, 2003.  Conseco will pay Eastdil an initial
contract execution fee of .175% of the contract purchase price
upon execution of the first contract by a purchaser.  Conseco
will pay a commission based on the final purchase price of the
property:

     Percentage             Price
     ----------             ------
     0.175%                  > $1,000,000,000
     0.5%                    $1,000,000,000 to $1,100,000,000
     2.5%                    $1,100,000,000 >
(Conseco Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


CONTINENTAL AIRLINES: C.D. McLean Leaving EVP & COO Posts
---------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
C.D. McLean, executive VP and chief operating officer, effective
March 25.

McLean, 61, joined the airline in April 1994 as senior vice
president of operations and was promoted to executive vice
president of operations in 1996. In May 2001, he was named chief
operating officer.

Under McLean's leadership, Continental has become an airline
industry leader in operational reliability and efficiency.  In
2002, Continental finished first in on-time arrivals in five
months, achieved a record on-time arrival rate for the full
year, had the highest completion factor among its U.S. airline
peers, and flew without a single flight cancellation on 103
days. Averaged for the last five years, Continental has the best
completion factor and the best on-time performance among U.S.
airline peers.

"In his more than 40 years in aviation and as a personal friend
for more than 20 years, Mac has made immense contributions, and
his focus on operational excellence has become part of our
culture at Continental," said Continental Chairman and CEO
Gordon Bethune.  "We all wish him well as he enjoys a well-
deserved retirement."

Continental President Larry Kellner will assume McLean's
responsibilities.

Continental Airlines is the world's seventh-largest airline and
has more than 2,000 daily departures.  With 131 domestic and 93
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 41 million passengers per year on the newest jet
fleet among major U.S. airlines.  With 48,000 employees,
Continental is one of the 100 Best Companies to Work For in
America.  In 2003, Fortune ranked Continental highest among
major U.S. carriers in the quality of its service and products,
and No. 2 on its list of Most Admired Global Airlines.  For more
company information, visit http://www.continental.com

As reported in Troubled Company Reporter's November 22, 2002
edition, Fitch downgraded approximately $300,000,000 City of
Houston, Texas Airport System special facilities revenue bonds
(Continental Airlines, Inc. Terminal E Project) series 2001 to
'B-' from 'B'. On Oct. 30, 2002, Fitch lowered the debt rating
for Continental Airlines, Inc., senior unsecured obligations to
'CCC+' from 'B-.' The special facilities bonds are inextricably
linked to the credit rating and strength of Continental
Airlines. However, Fitch continues to maintain a slightly higher
rating on the special facilities bonds because of the re-let
provisions in the lease and various gate and enplanement related
demand issues. The Rating Outlook for both the special
facilities bonds and Continental Airlines remains Negative.

The special facilities bonds were issued to finance the Terminal
E project, which Continental Airlines intends to use as its
primary international terminal at George Bush Intercontinental
Airport (IAH) and to use as a gateway to Latin America. Key
credit factors include the special facilities lease with the
city, which provides airport management with the ability to re-
let the facility if Continental Airlines was to default. Fitch
views the re-let provision and the profitability of the IAH hub
for Continental as fundamental to the 'B-' rating.

Credit concerns include the viability of the lessee (security
for the bonds is derived primarily from Continental Airlines'
lease payments), which is rated well below investment grade and
faces industry-wide pressures. The recent Continental Airlines
downgrade reflects the continuing impact of a weak domestic
airline revenue environment on Continental's cash flow
generation and deteriorating liquidity outlook. Despite the fact
the Continental's operating results have consistently beaten
those of its major network competitors and should continue to do
so (largely as a result of both a revenue premium and a better
operating cost structure), the airlines are facing several
quarters of weak operating cash flow and high fixed financing
obligations (interest, aircraft, and facilities rents, scheduled
amortization payments and pension contributions). Continental is
likely to see a reduction in its cash balances.


CONTINENTAL AIRLINES: Initiates International Capacity Reduction
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced temporary capacity
reductions on certain transatlantic and transpacific routes as a
response to lower demand.

From its New York hub at Newark Liberty International Airport,
Continental is reducing from two daily round trips to one daily
round trip on routes to London/Gatwick and Paris/CDG.  In
addition, Continental will be using smaller aircraft on routes
from Newark Liberty to both Amsterdam and Rome.  These
reductions are planned to be in effect from April 6 through
May 1.

Daily service from Newark Liberty to Tokyo/Narita has been
reduced to four times weekly through April 24.  This was
previously a daily flight.

Continental will eliminate one of the two daily flights on the
route from Houston Bush Intercontinental Airport to
London/Gatwick, April 6-May 1.

Additionally, Continental will reduce service on the Cleveland-
London/Gatwick route from seven times per week to five times per
week for the period April 15 through May 1.

The capacity is currently planned to be restored for the summer
travel season.  However, in the event of continuing soft demand,
the schedule reductions may be extended or expanded.  Any
customers with bookings on affected flights are being contacted
by the airline with options for re-accommodation.

Continental Airlines' 11.500% bonds due 2008 (CAL08USR1) are
trading at about 50 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL08USR1for
real-time bond pricing.


COPPERWELD CORP: John D. Turner Retires as Chairman & CEO
---------------------------------------------------------
Copperweld announced that John D. Turner will retire as Chairman
and CEO of the company, effective March 31, 2003.  Mr. Turner
has served as CEO since 1988. During his tenure, the company has
increased revenues from just over $200 million to more than $1.2
billion.

Dennis McGlone will continue as President & COO and will be
responsible for strategic and restructuring issues and the day-
to-day operations of the company.

In a letter to employees, Mr. Turner thanked them for their
support and encouragement during his 15 years as CEO and wished
them well as the company works to complete a plan of
reorganization that will enable it to emerge from bankruptcy.

Douglas E. Young, Vice President, Chief Financial Officer, and
Corporate Secretary, has announced that he is leaving the
company, effective March 31, 2003, to pursue other business
interests. His replacement has not yet been named.

John D. Turner joined Copperweld Corporation in 1984 as Group
Vice President-Marketing & Sales. In October 1987, he was
appointed President and Chief Operating Officer and was named
Chief Executive Officer in February 1988. Mr. Turner was named
Chairman of Copperweld Corporation in 2001.

Mr. Turner is a native of Youngstown, Ohio and a graduate of
Colgate University. He is a board member of Matthews
International and DQE. He is the past president of the Steel
Tube Institute of North America and has also served on the Steel
Service Center Institute and the American Iron and Steel
Institute board of directors.

Mr. Turner served on the board of directors of Armco, Inc. from
1994 to 1999, and during his tenure also served as Chairman of
the Nominating Committee and the Compensation Committee.

During his career, Mr. Turner has also been active in the
community. He is a member of Geneva College's board of trustees,
and a director of the Coalition for Christian Outreach, the
Council Leadership Foundation, the Fellowship of Christian
Athletes, and the Joseph M. Katz School of Business.  Mr. Turner
also is a board member for the Greater Pittsburgh Council, Boy
Scouts of America.

Dennis McGlone has had more than 27 years of experience in the
steel industry. Prior to joining Copperweld in 2001 as Vice
President of Sales, Tubular Products Group, he had been Vice
President-Commercial and a Corporate Officer of AK Steel,
heading the national and international sales of its specialty
products. Previously he served as Senior Vice President,
Marketing & Sales, for Armco, Inc., which merged with AK Steel
in 1999, and, before that, as President of Armco's Coshocton
Stainless Division. He was named President and Chief Operating
Officer of Copperweld in October 2002.

Mr. Young joined Copperweld in 1974 as General Accounting
Manager at the company's Shelby plant. He held a series of
positions of increasing responsibility in the finance area
before being named Vice President and CFO in 1987.

Copperweld is the largest producer of steel tubing in North
America, with 14 plants in the United States and Canada. It is
also the world's largest manufacturer of bimetallic wire
products at two plants in the U.S. and the United Kingdom.
Copperweld is headquartered in Pittsburgh and employs 2,900
people.


CORNING: Reiterates Growth Projections for its LCD Glass Ops.
-------------------------------------------------------------
Corning Incorporated (NYSE:GLW) reaffirmed that it expects
annual revenue growth for its LCD glass business of up to 20% to
40%, based upon anticipated trends.

In a presentation before the 2003 Display Industry Investment
Conference in New York City, Donald B. McNaughton, vice
president of Corning's Display business, told investors that the
business growth drivers include a dramatic increase in the
market penetration of liquid crystal display desktop monitors,
continuing growth of notebook computers and the emergence of LCD
television.

McNaughton said Corning believes that over 70% of all desktop
computer monitors will be LCD by 2006. He added, "Due to the
popularity of LCD monitors on the desktop, LCD penetration is
likely to reach 40% this year, compared to 28% in 2002. In
addition, notebook computers, all of which have LCD screens,
continue to appeal to more users and should grow to represent
25% of all new PCs sold this year."

He also reminded investors that LCD televisions currently
represent only 1% of the color television market, but
anticipated price declines and the introduction of new, larger
screen sizes could drive market penetration to nearly 10% by
2006. He also noted that while current worldwide glass demand
for all LCD applications is about 200 million square feet per
year, the increasing popularity and larger sizes in LCD
televisions and desktop monitors could result in the quadrupling
of that volume by the end of the decade.

McNaughton pointed out that Corning has a strong technology
position and will continue to invest in its fusion manufacturing
process, a Corning invention. He said, "This sets the technical
standard for the industry. Our glass enables thinner and lighter
displays, which is particularly important for notebook computer
applications. Our fusion process delivers glass with a pristine
surface, critical as a foundation for the display transistors.
And, these qualities are important for the new glass sizes being
demanded by the industry for manufacturing efficiencies."

McNaughton's presentation at the 2003 Display Industry
Investment Conference was webcast and replays are available at
http://www.corning.com/investor_relations

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

                          *     *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its ratings on two synthetic
transactions related to Corning Inc., to double-'B'-plus from
triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on
July 29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                        RATINGS LOWERED

           Corporate Backed Trust Certificates Corning
                Debenture-Backed Series 2001-28 Trust

      $12.843 million corning debenture-backed series 2001-28

                                Rating
                   Class     To        From
                   A-1       BB+       BBB-

           Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-35 Trust

        $25.2 million corning debenture-backed series 2001-35

                                Rating
                   Class     To        From
                   A-1       BB+       BBB-


CORRECTIONS CORP: Turns Lawrenceville Center Over to VA State
-------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) has received
notification from the Commonwealth of Virginia, Department of
Corrections that it has decided to assume operations of the
1,500-bed medium-security Lawrenceville Correctional Center,
located in Lawrenceville, Virginia, upon the expiration of the
Company's existing contract on March 22, 2003. The Commonwealth
of Virginia has requested that the transfer of operations to the
Department of Corrections become effective at 12:01 a.m. on
Sunday, March 23, 2003. In addition, the Company has been
notified that Virginia intends to award the contract to another
private operator. The Company does not expect this termination
to have a material impact on our financial results.

Commenting on Virginia's decision, President and CEO John
Ferguson stated, "Over the past several weeks it became apparent
that Virginia experienced difficulties with the contract bidding
process. It is our belief that with the March 22, 2003 contract
expiration date approaching, Virginia believed it had no choice
but to assume the management of the facility, prior to making an
award under the outstanding Request for Proposal. We have at all
times remained committed to working with Virginia and will work
diligently to achieve a successful transition of the facility to
the Virginia Department of Corrections."

The Company is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. Upon termination of the
contract to manage the Lawrenceville Correctional Center, the
Company will operate 59 facilities, including 38 company-owned
facilities, with a total design capacity of approximately 59,000
beds in 20 states and the District of Columbia. The Company
specializes in owning, operating and managing prisons and other
correctional facilities and providing inmate residential and
prisoner transportation services for governmental agencies. In
addition to providing the fundamental residential services
relating to inmates, the Company's facilities offer a variety of
rehabilitation and educational programs, including basic
education, religious services, life skills and employment
training and substance abuse treatment. These services are
intended to reduce recidivism and to prepare inmates for their
successful re-entry into society upon their release. The Company
also provides health care (including medical, dental and
psychiatric services), food services and work and recreational
programs.

                          *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, Standard & Poor's affirmed its 'B+' corporate credit
rating on private corrections company Corrections Corp., of
America and revised the outlook to positive from stable. The
outlook revision reflects faster than expected progress made by
management to improve CCA's operating performance.

Nashville, Tennessee-based CCA had about $1.1 billion of debt
(including preferred stock) outstanding at September 30, 2002.

"If CCA is able to continue to improve its financial performance
and achieve and maintain stronger credit protection measures,
specifically total debt (adjusted for preferred stock) to EBITDA
of about 4 times and EBITDA interest coverage in the range of
2.5x to 3.0x, the ratings could be raised during the outlook
period," said Standard & Poor's credit analyst Jean C. Stout.


DAN RIVER: S&P's Keeps Watch on Ratings Due to Refinancing Plan
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit and 'CCC' subordinated debt ratings on Dan
River Inc., on CreditWatch with positive implications. The
CreditWatch listing is a response to Dan River's proposed
refinancing, which would alleviate the company's near-term
liquidity concerns and improve operating performance.

Upon completion of the refinancing, given current terms and
conditions, Standard & Poor's will raise its corporate credit
rating on Dan River to 'B+'.

Dan River's total debt outstanding as of Dec. 28, 2002, was
about $252 million.

The refinancing package consists of a $160 million revolving
credit facility and a $40 million term loan. Availability under
the revolving credit facility will be subject to a borrowing
base of 85% eligible accounts receivable and 60% eligible
inventory.

In addition to the secured bank facility, Dan River will also
issue $150 million in unsecured senior notes due 2009. Standard
& Poor's will assign its 'B-' unsecured rating to the notes.

The above facilities will replace the company's existing $125
million revolving credit facility due September 2003 and its
$120 million 10.125% notes due December 2003. Proceeds will be
used to repay existing debt. (Standard & Poor's will withdraw
its existing rating on the $120 million subordinated notes upon
completion of the refinancing).

The potential upgrade incorporates Standard & Poor's expectation
that the refinancing will allow Dan River to sustain its
improved 2002 financial performance.

The proposed ratings are subject to satisfactory review of final
documentation.

"The outlook on the company, upon completion of the
transactions, will be stable, reflecting Standard & Poor's
expectation that Dan River can maintain its current credit
protection measures and operating performance in the
intermediate term," said Standard & Poor's credit analyst Susan
Ding.

Danville, Virginia-based Dan River is a leading manufacturer and
marketer of textile products for the home fashions and apparel
fabric markets.

Dan River Inc.'s 10.125% bonds due 2003 (DRF03USR1) are trading
at about 88 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DRF03USR1for
real-time bond pricing.


DELTA AIR: Fitch Assigns B+ Initial Rating to Sr. Unsecured Debt
----------------------------------------------------------------
Fitch Ratings has initiated coverage of Delta Air Lines, Inc.,
and has assigned a rating of 'B+' to the company's senior
unsecured debt. The rating applies to approximately $4.7 billion
of outstanding debt obligations. The Rating Outlook for Delta is
Negative.

The 'B+' rating reflects Delta's limited cash flow generation
capacity at a time of great turmoil in the US airline industry.
Although Fitch believes that Delta is clearly a survivor among
the major network carriers-even in the event of a larger than
expected war-related demand and fuel shock, Delta still faces
large losses again in 2003 and the prospect of a diminished
liquidity position by year-end. The airline's announcement on
March 10 that it does not expect to generate positive cash flow
from operations in the first quarter foreshadows a period of
great uncertainty over air travel demand and fuel costs tied to
the anticipated start of an Iraqi war. Under almost any war
scenario, Delta and the other US airlines are facing a period of
depressed bookings and high fuel costs that will delay a return
to acceptable operating performance and positive operating cash
flow.

In spite of the discouraging near-term cash flow outlook, Delta
possesses certain critical advantages that should allow it to
weather additional demand and fuel shocks. Relative to the other
solvent network carriers-particularly American and Continental,
Delta has a comfortable liquidity position ($2.0 billion in cash
on hand as of December 31, 2002 and $500 million of revolver
availability). Fitch believes that this liquidity buffer will
ensure Delta's survival and allow the company to undertake a
restructuring plan outside of Chapter 11. This is the airline's
stated objective, as it manages the company for maximum cash
flow in 2003. Delta's goal is to meet 2003 debt maturities and
non-aircraft capital spending needs with cash flow from
operations.

Delta's revenue performance in the fourth quarter showed some
signs of strength relative to the other hub-and-spoke carriers,
as passenger revenue per available seat mile (RASM) increased by
12% over year-earlier levels. Still, the war-related softening
in bookings that began to appear in February threatens to delay
a meaningful rebound in industry RASM until late 2003 at the
earliest. Delta does appear to be responding more successfully
to the impact of low-cost competition in domestic markets. This
reflects the more extensive use of 50 to 70 seat regional jets
by Delta's wholly owned regional airlines Comair and Atlantic
Southeast, as well as regional airline partners operating as
Delta Connection carriers. The creation of Delta's Song low-fare
subsidiary, to begin operations on April 15, represents a
competitive response by Delta to low-cost competition from
JetBlue in leisure-oriented north-south routes in the eastern
US. In creating a home for 36 reconfigured Boeing 757 aircraft,
Song allows Delta to downsize its mainline fleet in markets
where unit revenue has suffered over the last two years. Fitch
believes that the Song unit will serve Delta less as a source of
future profitability than as an opportunity to optimize its
system-wide fleet while responding to threats posed by the low-
cost carriers in the heart of Delta's domestic route network.

The current downdraft in demand will likely depress revenue
results for several months to come and may jeopardize Delta's
ability to meet its 2003 cash flow goals. Transatlantic traffic,
which drives approximately 14% of Delta's total revenue, is
under the greatest pressure now as international trips are
delayed or cancelled in anticipation of war. Delta has noted
that its first quarter available seat mile (ASM) capacity will
be 1.5% lower than a year ago-reflecting the impact of the
erosion in demand and the airline's effort to strip out
unprofitable routes.

In an effort to realign its cost structure with a sharply
diminished revenue base, Delta has taken numerous steps toward
rightsizing its operation since September 2001. Capacity and
headcount reduction, together with improvements in efficiency,
allowed Delta to pull out approximately $950 million from its
2001 cost structure in 2002. These savings were offset partially
by about $470 million in expense increases tied primarily to
higher security, insurance, pension and interest costs. Cost per
available seat mile in the fourth quarter was 1.5% lower than in
the year-earlier period.

As industry labor cost benchmarks are recalibrated following the
bankruptcy filings of US Airways and United, Delta faces the
need to bring its unit labor costs down quickly. With pressure
mounting on American Airlines to adjust its labor costs, either
in Chapter 11 or through consensual agreements with its unions,
Delta is likely to have the highest unit labor cost in the
industry by year-end. Delta's pilots will come under intense
pressure to open their industry-leading contract (negotiated in
early 2001) to ensure that the company can meet its aggressive
cost reduction targets and adapt to the industry's new
competitive environment. In addition to direct non-pilot cost
savings already realized in areas such as pension restructuring,
the absence of unionization among non-pilot groups will clearly
ease the process of establishing better work rules and higher
levels of productivity.

Delta's total liquidity position has remained relatively strong
since September 2001, when cash conservation took on heightened
importance. With unrestricted cash of $2.0 billion at year-end
2002 and complete availability under a $500 million secured bank
credit facility, the airline is in a strong position to avoid a
near-term liquidity crisis. While the bank facility matures in
August, it appears likely that a replacement facility can be
arranged. In addition, Delta still has a large pool of
unencumbered assets. The company has estimated the value of
owned and unencumbered aircraft to be in excess of $4 billion as
of December 31, 2002. Realizable market values that reflect
current aircraft demand conditions fall well below this
estimate. In addition to aircraft, Delta's wholly owned regional
airline subsidiaries, spare parts, gates, route authorities and
slots represent additional sources of cash in asset sales and
collateral in future debt transactions. On March 3, Delta, along
with Northwest and American, reached an agreement to sell its
equity stake in the global reservation system Worldspan for an
undisclosed amount. Fitch believes that Delta's substantial pool
of unencumbered assets will allow the company to retain access
to the capital markets during a period of heightened industry
uncertainty.

Total balance sheet debt and capital lease obligations at Delta
stood at $10.9 billion at December 31, 2002, consisting of $4.7
billion in unsecured notes and $6.2 billion in secured aircraft
borrowings (including both ETC and EETC aircraft notes). Should
additional unencumbered assets be pledged as collateral in
future debt transactions, the recovery prospects of unsecured
debtholders will come under greater pressure. Scheduled debt
maturities of $665 million include $301 million in airport
facility bonds that Delta hopes to refinance following the
establishment of a new letter of credit facility to back the
bonds. These bonds mature in June. For 2004 and 2005, scheduled
debt maturities are $548 million and $1.15 billion,
respectively.

Like all the other US major network airlines, Delta faces a
large underfunded pension liability tied to its employee defined
benefit plans. The deterioration in pension plan asset values
and a change in the discount rate forced Delta to book a $1.6
billion charge to equity on its balance sheet as of December 31,
2002. Near-term required cash contributions to its pension plans
are manageable ($250 million required by the first quarter of
2004), but a continuation of underperformance in the financial
markets and poor plan asset returns will inevitably force Delta
to fund its plans more aggressively as early as 2005. The
announced conversion of non-pilot plans from defined benefit to
cash balance plans represents a meaningful opportunity for Delta
to reduce the cash funding burden over the next several years.
By eliminating the need to meet federally mandated funding
targets in the non-pilot plans, the airline's vulnerability to
volatility in asset returns and interest rates will be
mitigated. The company has estimated that pension expenses will
decline by $600 million over five years as a result of the
conversion to cash balance plans.

With respect to fuel price risk, Delta is well hedged in the
first quarter and through the remainder of 2003. As of March 10,
Delta had hedged 77% of its first quarter fuel exposure at an
average price of 79 cents per gallon. Second quarter fuel
deliveries were 78% hedged at an average price of 76 cents per
gallon. This hedging position compares favorably with all of the
majors except Southwest and Northwest, both of which have hedged
more of their near-term fuel exposure. In the event that Iraqi
or other Persian Gulf state crude oil shipments are interrupted
as a result of war, a strong hedging position should support
efforts to control unit operating costs throughout 2003. Fuel
accounted for approximately 14% of Delta's total revenue in the
fourth quarter of 2002.

One clear credit positive for Delta and the other solvent majors
would be the liquidation of either United Airlines or US
Airways-both of which are currently in Chapter 11. While the
company has not built its plan on the assumption that a major
industry reconfiguration will take place, Fitch believes that
the probability of one or more Chapter 7 filings in the industry
over the next 12 months is greater than 50 percent. A
liquidation of either United or US Airways would accelerate the
process by which supply and demand in the industry are
rebalanced, improving yields and allowing surviving carriers to
expand route networks in strategically beneficial ways. Delta's
superior cash and unencumbered asset position would allow it to
pick up new assets (particularly hubs and international route
authorities) that its surviving competitors may be unable to
finance.


DENBURY RESOURCES: S&P Assigns B Rating to $225M Sr. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
independent oil and gas exploration and production company
Denbury Resources Inc.'s $225 million senior subordinated notes
due 2013. At the same time, Standard & Poor's affirmed all
ratings on Denbury. The outlook remains stable.

As of Feb. 20, 2003, Dallas, Texas-based Denbury had about $325
million in outstanding debt.

"Proceeds of the notes will be used to refinance the company's
outstanding $125 million principal amount of 9% senior
subordinated notes due 2008 and $75 million principal amount of
9% series B senior subordinated notes due 2008," noted Standard
& Poor's credit analyst Steven K. Nocar. "Denbury's financial
profile will benefit from the reduction of interest expense (as
the new note coupon is 7.5%) and the extension of its debt
maturities," he continued.

The ratings on Denbury reflect the company's midsize reserve
base, a worse-than-average cost structure, and an aggressive
growth strategy. These weaknesses are tempered by the company's
high percentage of company-operated properties that require
modest future development expenses and have a fairly long
reserve life, which provides the company with meaningful
operational and financial flexibility. Denbury has a highly
leveraged capital structure, but reduces operating cash flow
risk by hedging more than 50% of its production.

Denbury's reserves are located in Mississippi (77% of proven
reserves), the Gulf of Mexico (13%), and Louisiana (10%), which
are typically high-cost regions for oil producers. Denbury's
three-year average operating costs are high at about $5.63 per
barrel of oil equivalent (boe), compared with peer averages of
$4.15 per boe, which is attributed to the company's high
percentage of oilfields undergoing secondary and tertiary
recovery operations. Denbury's historic, three-year average
all-sources finding and development cost is competitive at $5.00
per boe (compared with peer averages of $6.81 per boe and about
$4.00 per boe for the major integrated companies), which
somewhat compensates for the high variable costs.

Although Denbury has high operating costs, regional
concentration enables Denbury to manage its asset base using a
minimal number of employees, resulting in a fairly competitive
general and administrative cost of about $1.00 per boe.

Denbury follows an aggressive growth strategy of acquiring and
consolidating interests in its core areas. About 60% of
Denbury's reserves were acquired. This growth strategy can leave
the company vulnerable to acquisition pricing cycles.

The stable outlook reflects expectations that Denbury will
maintain its financial profile. Standard & Poor's expects that
Denbury will continue to pursue complimentary acquisitions that
will be financed in a balanced manner.


DIRECTV LATIN: Kevin N. McGrath Retires as Company's Chairman
-------------------------------------------------------------
DIRECTV Latin America, LLC announced that Kevin N. McGrath will
retire as chairman, effective immediately.

Larry N. Chapman has been named president and chief operating
officer of DIRECTV Latin America, LLC, effective immediately.
Chapman, who has been with Hughes Electronics Corporation since
1980, will report to Eddy W. Hartenstein, chairman of DIRECTV
Latin America, LLC and corporate senior executive vice president
of HUGHES.

HUGHES, through its DIRECTV Latin America Holdings subsidiary,
owns 75 percent of DIRECTV Latin America, LLC.

"I have spent almost 26 years working for General Motors and
related subsidiaries. For the better part of the past decade I
have worked with an extremely talented and dedicated group of
people to launch and build DIRECTV(TM) into the leading pay
television service in Latin America and the Caribbean," said
McGrath. "We were the first all-digital pay television service
in Latin America, bringing the highest quality programming to
households throughout the region. While I am extremely proud of
all that the DIRECTV Latin America team has accomplished and I
am confident that the Company will successfully emerge from its
restructuring, I feel it is now time for me to move on.
Therefore, I have elected to retire and spend more time with my
family and pursue other goals."

"Kevin deserves much credit for bringing hundreds of channels of
digital television programming via satellite to TV viewers in
countries throughout Latin America and the Caribbean," said
Hartenstein. "Providing such a sophisticated service to
consumers in 28 different countries with different cultures and
in three languages, was a daunting challenge. We appreciate his
enormous contributions and wish him well in his future
endeavors."

Hartenstein continued, "Both Larry Chapman and I are committed
to the successful future of DIRECTV Latin America. Larry is a
seasoned veteran of HUGHES and DIRECTV in the U.S. and his
breadth of experience and superb knowledge of the satellite
television business make him the ideal choice to oversee DIRECTV
Latin America during this critical period."

DIRECTV Latin America, LLC announced earlier that in order to
aggressively address the Company's financial and operational
challenges, it has filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. The filing applies
only to DIRECTV Latin America, LLC, a U.S. company, and does not
include any of its operating companies in Latin America and the
Caribbean, which will continue regular operations.

"Kevin has established a strong leadership team and talented
employee base at DIRECTV Latin America and I look forward to
working together with Eddy and all DIRECTV Latin America
employees as we position the Company for future profitable
growth," said Chapman. "While we have a formidable challenge
ahead, I'm confident that we will emerge as a stronger and more
efficient organization."

DIRECTV is the leading pay television service in Latin America
and the Caribbean with approximately 1.6 million subscribers in
28 countries.

DIRECTV Latin America, LLC is owned by DIRECTV Latin America
Holdings, a subsidiary of Hughes Electronics Corporation
(HUGHES); Darlene Investments LLC, an affiliate of the Cisneros
Group of Companies; and Grupo Clarin.

In December 2002, Chapman was named corporate senior vice
president of HUGHES to work with Hartenstein and the DIRECTV
Latin America management team applying his exceptional expertise
and experience to assist in evaluating and managing the DIRECTV
Latin America business consistent with the overall objectives of
enhanced competitiveness and profitability.

A member of the original DIRECTV launch team in the U.S.,
Chapman was executive vice president in charge of DIRECTV's
Product Development, Marketing and Advertising organizations. In
his Product Development role, Chapman was responsible for
DIRECTV's receiver development strategy as well as the
development and deployment of advanced services such as digital
video recording and interactive television. Marketing
responsibilities included development and execution of customer
offers and promotions, customer upgrade efforts, and customer
loyalty programs. Advertising responsibilities included
oversight of DIRECTV's advertising agency, advertising strategy,
brand management and media planning.

From March 2000 through August 2001, Chapman was president of
DIRECTV Global Digital Media Inc., a business unit of HUGHES.
Before his assignments with DIRECTV, Chapman served in various
business development roles at Hughes Communications, Inc., a
former satellite services subsidiary of Hughes Electronics
Corporation. Chapman holds MS and BS degrees in electrical
engineering from the University of Florida.

McGrath, who joined HUGHES in 1987, was named chairman of
DIRECTV Latin America, LLC and appointed vice president of
HUGHES in 1996. Previously, McGrath was president of DIRECTV
International. Prior to his position with DIRECTV International,
McGrath was named president of Hughes Communications, Inc. in
November 1993. Prior to joining HUGHES, McGrath spent a decade
in increasingly responsible positions at various units of
General Motors Corporation. He joined GM in 1977.

DIRECTV is the leading direct-to-home satellite television
service in Latin America and the Caribbean. Currently, the
service reaches approximately 1.6 million customers in the
region, in a total of 28 markets. DIRECTV is currently available
in: Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto
Rico, Trinidad & Tobago, Uruguay, Venezuela and several
Caribbean island nations.

DIRECTV Latin America, LLC is a multinational company owned by
DIRECTV Latin America Holdings, a subsidiary of Hughes
Electronics Corporation; Darlene Investments, LLC, an affiliate
of the Cisneros Group of Companies, and Grupo Clarin. DIRECTV
Latin America has offices in Buenos Aires, Argentina; Sao Paulo,
Brazil; Cali, Colombia; Mexico City, Mexico; Carolina, Puerto
Rico; Fort Lauderdale, USA; and Caracas, Venezuela. For more
information on DIRECTV Latin America please visit
http://www.directvla.com

Hughes Electronics Corporation, a unit of General Motors
Corporation, is a world-leading provider of digital television
entertainment, broadband satellite networks and services, and
global video and data broadcasting. The earnings of HUGHES are
used to calculate the earnings attributable to the General
Motors Class H common stock (NYSE: GMH).


DIRECTV LATIN: Overview of $300 Mill. Hughes-Backed DIP Facility
----------------------------------------------------------------
Data supplied by http://www.LoanDataSource.comshows that
DIRECTV Latin America, LLC, entered into a $450,000,000
Revolving Credit Agreement (Bridge Facility) on January 5, 2001,
with a consortium of lenders led by Deutsche Bank AG, New York
Branch as Administrative Agent:

           Lender                               Commitment
           ------                               ----------
     Morgan Stanley Senior Funding, Inc.       $134,000,000
     Credit Suisse First Boston                  95,000,000
     Deutsche Bank AG                            59,250,000
     Morgan Guaranty Trust Company               59,250,000
     Bank of America, N.A.                       36,000,000
     Citicorp USA, Inc.                          36,000,000
     ING Bank                                    30,500,000
                                               ------------
          Total                                $450,000,000

Hughes Electronics Corporation guaranteed repayment of DIRECTV
LA's obligations and stepped into these Lenders' shoes on
February 20, 2002, when DIRECTV LA didn't pay.  Hughes has
advanced no new funds under the Loan Agreement, nor has it
received any payment.

Hughes has made additional loans and advances to DIRECTV LA and,
at the time of the Chapter 11 filing, is owed $1,345,000,000.

DIRECTV LA needs continued funding to operate.  Without a fresh
supply of credit, the business won't be able to pay its day-to-
day expenses.  Without immediate access to new post-bankruptcy
financing, DIRECTV LA will be forced to cease operations, CFO
Craig Abolt says.  That result, Mr. Abolt continues, would
destroy the company's going concern value, would make a
restructuring impossible, and would substantially diminish
creditor recoveries.

DIRECTV scouted for post-petition financing on an unsecured
basis prior to filing for chapter 11 protection.  It isn't
available.  Hughes is the logical lender and has offered to step
up to the plate and underwrite a new $300 million senior secured
super-priority debtor-in-possession financing facility.  Hughes'
offer, the Debtor's concluded, is the most attractive and
practical solution to meet the Company's postpetition financing
requirements.

Against this backdrop, Lawrence K. Snider, Esq., at Mayer,
Brown, Rowe & Maw in Chicago tells Judge Walsh that the Debtor
wants immediate access to $30,000,000 on an interim basis,
pending final approval at a Final DIP Financing Hearing when the
Company will request authority to access the full $300,000,000.

The salient terms of the $300,000,000 Postpetition Financing
package are:

BORROWER:      DIRECTV Latin America, LLC

LENDER:        Hughes Electronics Corporation

COMMITMENTS:   $290,000,000 of Revolving Credit and a
                 $10,000,000 subfacility to back letters of
                             credit issued by Bank of America

MATURITY DATE: February 29, 2004, or on the Effective Date of a
                Plan of Reorganization

USE OF
PROCEEDS:      To provide for on-going working capital
                needs of the debtor in possession, but only
                in strict accordance with the terms of a
                [non-public] cash budget delivered supplied
                to Hughes.

INTEREST:      The higher of:

                * Bank of America's reference rate plus 0.5%
                  and

                * the Federal Funds Rate plus 3.00%.

FEES:          None, except for reimbursement of expenses
                and costs.

FINANCIAL
COVENANTS:     The Debtor agrees to comply with three key
                financial covenants under the DIP Facility:

                 (A) The Debtor and its subsidiaries promise
                      that EBITDA losses will not exceed:

                         For the Fiscal          Minimum
                         Quarter Ending           EBITDA
                         --------------          --------
                         June 30, 2003        ($28,600,000)
                         September 30, 2003   ($28,000,000)
                         December 31, 2003    ($36,500,000)

                  (B) The Debtor and its subsidiaries agree to
                      limit capital expenditures to:

                           Fiscal Year        Maximum CapEx
                           -----------        -------------
                              2003             $98,900,000
                              2004            $161,200,000

                  (C) The Debtor and its subsidiaries covenant
                      that revenues will be no less than:

                         For the Fiscal          Minimum
                         Quarter Ending          Revenue
                         --------------          -------
                         June 30, 2003         $95,200,000
                         September 30, 2003    $96,300,000
                         December 31, 2003     $98,200,000

SECURITY
& PRIORITY:    Hughes will hold an administrative priority
                claim and first, senior and perfected
                security interests in, and liens on, and
                right of setoff against all of the Debtor's
                otherwise unencumbered property pursuant to
                11 U.S.C. Sec. 364, subject only to a
                $1,000,000 Carve-out to allow for payment of
                professionals and fees levied by the United
                States Trustee and the Court Clerk.

Warren T. Buhle, Esq., at Weil, Gotshal & Manges LLP, in New
York, represents Hughes in this DIP Financing transaction.


ENRON CORP: Court Okays Stipulation Resolving GE Capital Dispute
----------------------------------------------------------------
Enron Corp. and GE Capital Corporation entered into a
postpetition Master Lease Financing Agreement dated as of
March 29, 2001, as amended.  Pursuant to the Lease Financing
Agreement, Enron and GE Capital entered into Schedule Nos. 1
through 3.

The Agreements are financing arrangements through which GE
Capital extended to Enron $21,686,190 in the aggregate to
finance the purchase of certain office furniture and equipment
located in the Debtors' office building at 1400 Smith Street and
1500 Louisiana Street in Houston, Texas.  In connection with
Schedules 2 and 3, GE Capital extended to Enron $7,488,140 in
the aggregate to finance the acquisition of certain GE
Collateral located in Enron Center South.

Pursuant to the Agreements, Enron was obligated to make monthly
principal payments to GE Capital in these amounts:

     Schedule 1         $136,112
     Schedule 2           27,557
     Schedule 3           48,185
                       ----------
     TOTAL              $211,854

In addition to the principal payments, the interest component of
each monthly payment was equal to the product of the Daily
Borrowing Rate and the Lease Balance.

GE Capital has purportedly properly perfected its liens against
and security interests in the ECS Collateral at first priority
fully perfected liens and security interests.

Enron and GE Capital are parties to a Stipulation and Order
Providing Adequate Protection Payments to GE Capital and Related
Relief dated January 18, 2002.

On July 31, 2002 Enron asked for Court approval to sell Enron
Center South, including the ECS Collateral.  On August 13, 2002,
GE Capital filed its motion for a valuation hearing regarding
the ECS Collateral.  The Court approved the sale on October 11,
2002. The sale closed on December 30, 2002.

After discussions among Enron and GE Capital, the Parties agreed
to settle the Valuation Motion and issues raised therein,
including the amount of GE Capital's secured and unsecured
claims relating to Schedules 2 and 3, and the terms on which the
secured and unsecured claims will be paid.

In a Court-approved Stipulation, the Parties agree that:

A. The amount of GE Capital's claim outstanding under Schedules
     2 and 3 is $7,356,687 as of the Petition Date;

B. The value of the ECS Collateral is $5,653,663;

C. GE Capital has a secured claim with respect to Schedules 2
     and 3 for $5,653,663, which claim is allowed in full and as
     a secured claim for all purposes in these Chapter 11 cases.
     The Allowed Secured Claim is a first priority, fully
     perfected secured claim and will not be subject to any
     counterclaim, offset or any other avoidance action under
     Sections 506(c), 510(c), 547, 548, 549, 550, 551 or 553 of
     the Bankruptcy Code;

D. In full, final and complete satisfaction of the Allowed
     Secured Claim:

     (1) GE Capital will be allowed to retain all amounts paid
         through December 31, 2002 pursuant to the Adequate
         Protection Stipulation as adequate protection under
         Schedules 2 and 3;

     (2) Enron will pay GE Capital the $4,940,837 Settlement
         Amount as soon as practicable after the Effective Date.
         Pending the payment, Enron will pay $56,806 to GE
         Capital as continuing adequate protection for the ECS
         Collateral pursuant to the Adequate Protection
         Stipulation monthly beginning January 1, 2003.  On the
         Payment Date, Enron will be entitled to deduct from the
         Settlement Amount any monthly payments made;

     (3) If the Effective Date will not occur prior to June 30,
         2003, this Stipulation will be of no force or effect.
         In that case, the terms of the Adequate Protection
         Stipulation will continue to govern the ECS Collateral,
         retroactively to January 1, 2003; and

     (4) Payment of the Settlement Amount is only for the ECS
         Collateral.  If it is later determined that any of the
         GE Collateral identified in Schedule 1 was sold with the
         ECS Collateral, GE Capital will be entitled to a
         separate payment for that Collateral in an amount to be
         agreed by the parties or determined by the Court;

E. Pursuant to Section 506(a) of the Bankruptcy Code, GE Capital
     has a general unsecured deficiency claim with respect to
     Schedules 2 and 3 for $1,703,024, which amount is allowed in
     full for all purposes in these Chapter 11 cases -- the
     Allowed Unsecured Claim.  The Allowed Unsecured Claim will
     not be subject to any counterclaim, offset or any other
     avoidance action under Sections s506(c), 510(c), 547, 548,
     549, 550, 551 or 553 of the Bankruptcy Code.  The Allowed
     Unsecured Claim will be treated as a general unsecured claim
     against Enron for all purposes, and will be satisfied at
the
     same time and in the same manner as all other general
     unsecured claims against Enron pursuant to a plan or
     otherwise;

F. For the purpose of this Stipulation, GE Capital has properly
     perfected its liens against and security interests in the
     ECS Collateral as first priority, fully perfected liens and
     security interests.  Provided the Effective Date occurs,
     then in no event and under no circumstances may Enron, or
     any other party-in-interest, within the meaning of Section
     1109(b) of the Bankruptcy Code, in these Chapter 11 cases
     institute an action against GE Capital challenging the
     validity, priority and extent of GE Capital's interest in
     the ECS Collateral, and all persons are expressly enjoined
     from commencing any GE Capital Action of any kind or nature.
     Enron does not acknowledge that GE Capital has properly
     perfected its liens against and security interests in the GE
     Collateral identified in Schedule 1 and nothing in this
     Stipulation will prejudice Enron's right to challenge the
     validity, priority and extend of those liens and security
     interests.  Nothing in this Stipulation will have any effect
     on nor will this Stipulation be admissible in any litigation
     between the Debtors and GE Capital with respect to the GE
     Collateral identified in Schedule 1;

G. Except as modified by this Stipulation for the ECS
     Collateral, the terms of the Adequate Protection Stipulation
     will continue.  The amount of monthly adequate protection to
     be paid to GE Capital for the Collateral identified in
     Schedule 1 is $81,667; and

H. The Valuation Motion will be deemed withdrawn with prejudice.
(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.


EOTT ENERGY: Asks Court to Clarify Unit's Dissolution Order
-----------------------------------------------------------
The EOTT Energy Partners, L.P. Debtors ask the Court to clarify
the Debtors' Confirmed Plan as it relates to the dissolution of
EOTT Energy Corp.

Robert D. Albergotti, Esq., at Haynes and Boone LLP, in Dallas,
Texas, notes that the Plan provides that after the Effective
Date, "EOTT GP will conduct an orderly liquidation of its Estate
consistent with the terms and conditions of the Plan . . .
Following the completion of the liquidation process, EOTT GP
will be dissolved in accordance with applicable law."

Although EOTT GP is a Delaware corporation, Mr. Albergotti
points out that it is authorized to do business in 40 other
states. However, it was EOTT GP's intention in formulating the
Plan that it would dissolve officially only in its state of
incorporation, and would not be required to complete forms and
returns to effectuate a dissolution or withdrawal in each of the
states in which it is authorized to do business, as may be
required by the states outside of a bankruptcy context.

Mr. Albergotti contends that the Court should grant the Debtors'
request because:

     (a) the dissolution process in some States could take up to
         two years to finalize and would require the Debtors to
         expend considerable time and expenses; and

     (b) any tax clearance process will be handled through the
         claims resolution process in the bankruptcy case.

Accordingly, the Debtors ask the Court to require the Debtors to
dissolve EOTT GP in Delaware only.  To the extent that the
Debtors elect to withdraw EOTT GP from any other state, EOTT GP
will only be required to file articles of dissolution with the
appropriate governmental agency in that state, and will not be
required to file any other forms or documents, participate in
any tax clearance process, or undertake any other action
required by the relevant state in order to withdraw formally.
(EOTT Energy Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FORTEL INC: Files for Chapter 11 Relief to Facilitate Asset Sale
----------------------------------------------------------------
FORTEL Inc., (OTC Bulletin Board: FRTL) has reached agreement
with DivestCap Management Corporation whereby DivestCap intends
to acquire substantially all of the assets of FORTEL Inc for
approximately $1.7M in cash and the assumption of approximately
$8.6M of FORTEL's liabilities. DivestCap is an investment firm
specializing in acquiring and growing established information
technology companies. In order to facilitate the sale, FORTEL
Inc., voluntarily filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of California after close of the markets on
March 17, 2003. FORTEL will seek approval from the Bankruptcy
Court for this transaction.

"By acquiring FORTEL's assets, DivestCap will enable FORTEL's
customers to continue to derive maximum benefit from SightLine,"
said Asa Lanum, President and CEO of FORTEL. "We are pleased
that DivestCap understands the value that SightLine provides our
customers and will seek to enhance this value with continued
service and software support. This transaction is essential to
meeting customers' continuing needs." FORTEL has a world-class
customer base that relies on SightLine to effectively monitor
the performance of their mission-critical business applications.
Many customers also use the capacity planning and trend analysis
capabilities of SightLine to ensure that their systems maintain
peak operating efficiencies.

"DivestCap's commitment is to customer support and industry-
leading service level solutions," remarked Charles Hale,
President, DivestCap Management Corporation. "We understand that
customer support is key to growth and profitability. We will
make customer satisfaction our Number One priority."

The filing of Chapter 11 is an important step in the process of
protecting the value and investment of FORTEL's customers and to
ensure long-term viability of the SightLine product. Until the
Bankruptcy Court approves the sale, FORTEL will continue day-to-
day operations and provide uninterrupted customer support and
service to its customers worldwide.

FORTEL provides the first real-time performance management
solution that assures business end-to-end service-level goals.
FORTEL's SightLine suite is based on analysis and correlation
software that has been applied and tuned for more than 15 years
in the systems management performance arena by customers in
finance and banking, defense management, manufacturing, retail
services and government. FORTEL counts among its customers many
of the world's largest and most well known organizations and
enterprises. The Company is headquartered in Fremont, Calif.,
and can be contacted at 510-440-9600 or by visiting its Web site
at http://www.fortel.com

DivestCap specializes in acquiring and managing information
technology companies. With over $100 million in capital and 30
years of investment and operational experience in the computer
hardware and software industries, DivestCap has the resources
and expertise to build value, enabling each investment to
realize its full potential. DivestCap's mission is to create
value for the acquired company's customers by making customer
satisfaction the cornerstone of our management approach. You may
find additional information regarding DivestCap at
http://www.divestcap.com


FRANK'S NURSERY: Bringing-In Bruce Dale as New Company CEO
----------------------------------------------------------
Frank's Nursery and Crafts, Inc. (OTC:FNCN), America's largest
specialty lawn and garden retailer, announced the appointment of
Bruce Dale as Chief Executive Officer.  Mr. Dale will join
Frank's on April 14.

"We take great pride [Tues]day in announcing that Bruce will be
joining our company as CEO," noted David Samber, Frank's
Chairman of the Board of Directors. "His long and consistent
track record of success and integrity in the management of
retail businesses makes us confident that we have selected the
right man for the job."

Mr. Dale has been an executive with Michaels Stores, Inc. for
the past ten years. In 1995, Michaels acquired Aaron Brothers,
and Mr. Dale was named President of that division. Since that
time, he has guided Aaron Brothers to strong profitability and
the expansion of its store count from 65 at the time of the
acquisition to 155 today.

"I am thrilled to have the opportunity to join the Frank's
team," stated Mr. Dale. "Frank's is a very unique concept that
fills a retail niche in this country that is growing and is full
of opportunity."

Frank's Nursery and Crafts, Inc., whose balance sheet shows a
total shareholders' equity deficit of about $13 million, is the
nation's largest lawn and garden specialty retailer and operates
170 stores in 14 states. Frank's is also a leading retailer of
Christmas trim-a-tree merchandise, artificial flowers and
arrangements, garden decor and home decor products.


GEMSTAR-TV: Will Publish Q4 and Year-End Results by Month-End
-------------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ:GMSTE), plans to
issue a press release to report financial results for the fourth
quarter and year ended December 31, 2002 after the close of
market trading on Monday, March 31, 2003.

Investors are invited to participate in the public
teleconference on Monday, March 31, 2003 at 2:00 p.m. Pacific
Standard Time. The dial in number is (800) 299- 8538 for
domestic and (617) 786-2902 for international callers. The
passcode is "355795". The teleconference will be hosted by CEO
Jeff Shell and acting CFO Paul Haggerty.

If you are unable to participate in the call and would like to
hear a replay, please call (888) 286-8010 for domestic and (617)
801-6888 for international callers. The passcode is "4688016".
The replay will be available approximately one hour following
the call through Monday April 14, 2003.

This call is also being webcast by CCBN and can be accessed on
the Gemstar-TV Guide International Web site at
http://www.gemstartvguide.com

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

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

                             *    *    *

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

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


GLOBAL CROSSING: Settles Claims Disputes with Service Providers
---------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that the Global Crossing Debtors have
constructed the world's largest privately owned
telecommunications network, which connects customers in nearly
every country in the world. Nevertheless, the Network is not all
reaching.  The GX Debtors rely on over 1,100 other
telecommunications companies for "last mile" telecommunications
services in areas where they cannot connect directly to their
customers.  The services provided by the Access Providers
include the hardware that physically connects the GX Debtors'
network to the networks of the Access Providers, as well as the
ability to send traffic over the Access Providers' lines.  Other
than the GX Debtors' banks and bondholders, the Access Providers
are their largest creditor constituency.

The Access Providers provide services to the GX Debtors, in most
instances, under either interconnection agreements or tariffs
that are filed by the Access Providers with the Federal
Communications Commission.  The Access Providers asserted claims
against the GX Debtors totaling $375,000,000 for amounts
outstanding under both interconnection agreements and tariffs.

Mr. Walsh admits that the relationship with the Access Providers
posed a serious challenge to the GX Debtors.  On the one hand,
the GX Debtors believed that most of the claims of the Access
Providers did not need to be cured under Section 365 of the
Bankruptcy Code to continue to receive services from the Access
Providers.  On the other hand, the GX Debtors wanted to receive
services from these Access Providers long-term.  Finally, the GX
Debtors' efforts were constrained by the fear of disruption of
service that would result if even one of the Access Providers
shut off service to them.  Significantly, the shut down of the
GX Debtors' Network during the course of the bankruptcy cases
would have negative effects on their relationship with their own
customers and thwart their efforts to attract new customers.

The Debtors negotiated with the Access Providers in an effort to
obviate the need to litigate disputes as part of confirmation of
the Plan.  The Debtors' objective in their negotiations with the
Access Providers was to enter into settlement agreements with
each of the Access Providers that would:

     -- be global in scope, settling all disputes and all claims
        between each Access Provider and its affiliates and the
        Debtors arising from the agreements between the parties;

     -- establish a cure amount and provide terms for the payment
        of the cure amount;

     -- modify, restate, assume under a plan of reorganization
        that preserves or transfers substantially all of the core
        network on a going concern basis, including for the
        avoidance of doubt, the Plan, and affirm certain of the
        agreements and terminate others, where appropriate,
        without incurring additional claims against the estates;
        and

     -- ensure the continued performance of work and the
        provision of services or equipment by the Access
        Providers.

Ultimately, the Debtors were able to reach settlements with
nearly all of their Access Providers.

By this motion, the Debtors ask the Court to approve these
settlements.  The Debtors also seek Court approval for certain
payment terms for the cure amounts listed on their Schedules
with respect to those Access Providers that did not settle with
them. Finally, the Debtors seek the Court's authority to assume
all agreements with those Access Providers listed on the
Schedules under a plan of reorganization.

Given the large number of Access Providers with whom the Debtors
do business, Mr. Walsh believes that negotiating a separate
settlement agreement with each Access Provider is not feasible.
Moreover, based on the small dollar amounts involved with
respect to many of the regional Access Providers, expending
large amounts of resources and time in contacting and
negotiating individual settlement agreements would not have been
in the best interests of the Debtors or their estates.
Accordingly, the Debtors' settlement efforts with the Access
Providers were divided into three distinct categories, namely:

     -- the Debtors sent settlement letters to all of their
        Access Providers except the Regional Bell Operating
        Companies;

     -- the Debtors negotiated with each of the RBOCs and a small
        number of other providers, which negotiations culminated
        in executed settlement agreements; and

     -- the Debtors entered into a settlement agreement with the
        National Exchange Carriers Association which governs the
        relationship between the Debtors and 900 of their Access
        Providers who are also NECA members.

Mr. Walsh insists that the Settlement Agreements are fair and
equitable and fall well within the range of reasonableness as
they avoid potential litigation between the Debtors and their
Access Providers concerning the cure amount required under
Section 365 of the Bankruptcy Code prior to the Debtors'
assumption of access agreements.  The litigation would be
extremely complex and involve a determination of what
constitutes a contract in the telecommunications world, whether
telecommunications agreements, to the extent there are any, may
be severed, and the effect of numerous rulings by the Federal
Communications Commission and state regulatory agencies.  Given
the stakes for all parties, this litigation could drag on for an
indefinite period of time.  Moreover, the law on whether a
tariff is an executory contract is unsettled and litigation
stemming from this issue would require extensive discovery,
including document production and numerous depositions.  These
undertakings would be a drain on the Debtors' monetary resources
and could jeopardize the closing of the Purchase Agreement.

Mr. Walsh believes that the Settlement Agreements greatly
benefit the Debtors' estates because they avoid any disruption
of service for the Debtors by ensuring the continued provision
of services by the Access Providers.  In addition, the Debtors
are able to sever and reject agreements, which are no longer
needed by the Debtors' estates without incurring any additional
liabilities. Finally, the Settlement Agreements fix cure costs
for access services in amounts significantly less than those
asserted by the Access Providers.  Notably, the savings achieved
by the Debtors in potential cure payments alone exceed
$150,000,000.

Finally, under the Settlement Agreements, the Debtors and the
Access Providers agree to release any and all claims against
each other arising prior to the Petition Date.  This release
dispels the threat of potential litigation and allows the
parties to resume a normal business relationship.

Mr. Walsh notes that the Settlement Agreements provide that all
access agreements, including tariffs, considered executory
contracts for settlement purposes, will be assumed after the
effective date of the Plan.

Mr. Walsh asserts that the services provided by the Access
Providers are critical to the operation of the Debtors' network.
The Debtors must utilize the services of the Access Providers to
reach customers throughout the world.  Moreover, in most areas,
no alternatives exist to the Access Providers.  Accordingly,
assumption of the agreements with the Access Providers
represents a sound exercise of the Debtors' business judgment.

                        The Settlement Letters

Under the terms of the Settlement Letters with 1,066 access
providers, the GX Debtors offered each Access Provider:

     -- a cure amount of about 30% of the aggregate prepetition
        amount outstanding to each provider as full satisfaction
        for all prepetition amounts owed by the Debtors;

     -- payment of the cure amount in equal monthly installments
        over 12, 18 or 24 months, beginning the first full month
        after the effective date of a plan of reorganization; and

     -- the continued provision of all services provided to the
        Debtors prepetition for so long as the Debtors continue
        to comply with all applicable tariff terms and
        conditions.

For each Access Provider that executed a Settlement Letter, the
Schedules fixed the cure amount at the amount agreed to in the
Letter.  Nevertheless, according to the order confirming the
Plan, the payment terms for the cure amounts were to be approved
by separate order.

The GX Debtors seek Court approval to pay each Access Provider
who executed a Settlement Letter, the cure amount listed on the
Schedules in equal monthly installments during the term agreed
to by the parties after the effective date of a plan of
reorganization.

However, a small number of Access Providers listed on the
Schedules did not execute Settlement Letters, but also did not
object to their cure amount or treatment under the Plan.
Accordingly, the cure amount for these Access Providers was
fixed as the amount listed in the Schedules.  As with the
majority of Access Providers, the Debtors propose to pay each
Access Providers the cure amount approved by the Court in equal
monthly installments over a 24-month period commencing the first
full month following the effective date of a plan of
reorganization. The Debtors estimate that the aggregate cure
amount for all Access Providers who did not execute a Settlement
Letter will not exceed $111,000.  Given the Debtors' cash
position, the relatively small amount involved, and the Debtors'
postpetition history of timely payments, the Debtors propose
that these payment terms constitutes "prompt" cure as the term
is used in Section 365(b)(1)(A) of the Bankruptcy Code.

                      The Negotiated Agreements

According to Mr. Walsh, the Regional Bell Operating Companies
asserted claims against the GX Debtors aggregating $120,000,000.
The GX Debtors resolved the RBOCs' claims at an aggregate cost
of $75,063,144.  Although the GX Debtors executed a separate
settlement agreement with each RBOC, the Negotiated Agreements
with the RBOCs had at least three things in common:

     -- a fixed cure amount of 75% of the total undisputed
        prepetition amounts outstanding to the RBOC;

     -- payment of the agreed cure amount in equal monthly
        installments over a 12-month period commencing 30 days
        after the effective date of a plan of reorganization; and

     -- mutual releases of all claims between the parties.

Moreover, all of the Negotiated Agreements provided that, solely
for settlement purposes, all agreements and tariffs by which the
RBOCs provide services to the GX Debtors would be considered
executory contracts which would be assumed by the Debtors,
subject to certain modifications where appropriate, after the
effective date of a plan of reorganization that preserves or
transfers substantially all of the core network on a going
concern basis, including for the avoidance of doubt, the Plan.

The material individual terms for each of the Negotiated
Agreements are:

     A. Qwest Corporation

        -- Date of Agreement: January 14, 2003

        -- Prepetition Claim: $6,600,000

        -- Cure Amount: $4,963,144.05

        -- Releases: As of the later of the effective date of the
           Settlement Agreement and the effective date of the
           Plan, Qwest and the Debtors, on behalf of themselves,
           their officers, directors, agents, employees,
           successors and assigns fully and finally release,
           acquit and forever discharge the other, and their
           officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the
           date of this Settlement Agreement relating to the
           Agreements including for all products, facilities, and
           services provided pursuant to the Agreements, like
           non-usage sensitive telecommunications services and
           "minutes of use"; provided, however, that the release
           will not affect:

           a. obligations contained in the Settlement Agreement,
              including any claims for payment of administrative
              expense obligations of any of the Debtors under the
              Agreements, or

           b. rejection damage claims, if any, based on the
              rejection by the Debtors of any Agreements with
              Qwest prior to the effective date of the Plan.

     B. Southwestern Bell Telephone Company and its Affiliates

        -- Date of Agreement: February 20, 2003

        -- Prepetition Claim: $43,660,125

        -- Cure Amount: $24,000,000

        -- Rejection of Certain Agreements: On the date of the
           Settlement Agreement, certain agreements are deemed
           terminated and the Debtors will have no further
           obligation or liability with respect to these
           agreements.  SBC forever waives any and all defaults
           and claims, including claims based on the termination
           of these agreements, existing prior to the date of the
           Settlement Agreement with respect to the terminated
           agreements.

        -- 14-Day Payment Terms: For a period of 12 months after
           the effective date of the Plan, the Debtors will pay
           SBC within 14 days of receipt of invoice.

        -- Switched Access PIU and Cellular Roaming Issues: The
           Debtors and SBC resolved all outstanding disputes
           regarding PIU and Cellular Roaming issues.

        -- Use of SBC Access Services: The Debtors agree to
           consider SBC as their vendor of choice for access
           services and will allow SBC to actively compete for
           the provision of any services to the Debtors in SBC
           territories.

        -- Releases: As of the effective date of the Settlement
           Agreement, SBC and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the
           date of this Settlement Agreement; provided, however,
           that the release will not affect obligations contained
           in the Settlement Agreement or that survive the
           Settlement Agreement.

     C. Verizon Communications, Inc.

        -- Prepetition Claim: $46,000,000

        -- Cure Amount: $33,084,320

        -- 14-Day Payment Terms: For a period of 12 months after
           the effective date of the Plan, the Debtors will pay
           Verizon within 14 days of receipt of invoice.

        -- Consolidation of Billing: Verizon agrees to work
           cooperatively with the relevant Debtor entity to
           effect a reasonable consolidation of its billings to
           the Debtors, including consolidating BANs and the
           number of invoices sent to the Debtors on a monthly
           basis.

        -- Notice of Default: If any cure payment is not timely
           made, Verizon thereafter will be entitled to deliver a
           notice of nonpayment to the Debtors, and if the full
           amount of the payment then due and owing is not paid
           to Verizon within 5 business days of delivery of this
           notice of non-payment, then the full unpaid balance of
           the cure amount will immediately become due and
           payable in full, without further notice or the
           requirement of any further action by Verizon, and, in
           addition to any of its other rights and remedies under
           the agreements, Verizon will be entitled as against
           the Debtors to pursue termination of the delivery of
           services under the Agreements in accordance with the
           terms of these Agreements.

        -- No Credit Support to Others/Other Terms: Each of the
           Debtors represents to Verizon that it has not provided
           any form of credit support to any other
           telecommunications provider in connection with or
           arising from the assumption of their agreements
           pursuant to Section 365 of the Bankruptcy Code.  Each
           of the Debtors further represents to Verizon that no
           telecommunication provider has been or will be offered
           payment of a larger percentage of its agreed cure
           claim than is to be paid to Verizon in this Settlement
           Agreement.  Each of the Debtors acknowledges that
           Verizon is specifically relying on these
           representations in making its decision to enter into
           the Settlement Agreement, and that, but for these
           representations, Verizon would not have entered into
           the Settlement Agreement.

        -- Releases: As of the effective date of the Settlement
           Agreement, Verizon and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the date of
           the Settlement Agreement, provided, however, that the
           release will not affect obligations contained in the
           Settlement Agreement.

     D. BellSouth Telecommunications, Inc., BellSouth Long
        Distance, Inc. and all of their subsidiaries and
        affiliates

        -- Date of Agreement: December 3, 2002

        -- Prepetition Claim: $33,261,930.93

        -- Cure Amount: $13,000,000

        -- 14-Day Payment Terms: For a period of 24 months after
           the effective date of the Plan, the Debtors will pay
           BellSouth within 14 days of receipt of invoice.

        -- Releases: As of confirmation of the Plan, BellSouth
           and the Debtors, on behalf of themselves, their
           officers, directors, agents, employees, successors and
           assigns fully and finally release, acquit and forever
           discharge the other, and their officers, employees,
           shareholders, agents, representatives, attorneys,
           successors and assigns, from any and all Claims,
           Avoidance Claims, demands, obligations, actions,
           causes of action, rights or damages under any legal
           theory, including under contract, tort, or otherwise,
           which they now have, may claim to have or ever had,
           whether these Claims or Avoidance Claims are currently
           known, unknown, foreseen or unforeseen, which either
           of the parties may now have or have ever had, from the
           beginning of time through and including the Petition
           Dates, other than Claims arising under, or related to,
           any warranties contained in the Agreements; provided,
           however, that the release will not affect obligations
           contained in the Settlement Agreement or that survive
           the Settlement Agreement.  In addition, the parties
           will dismiss with prejudice, all litigation pending
           against the other without further delay.

Mr. Walsh informs the Court that the Debtors also entered into
individual Negotiated Agreements with five other significant
Access Providers who are not RBOCs, but represented $30,000,000
of access claims pending against the Debtors.  With respect to
these five providers, Sprint, Interstate FiberNet, Inc. and
ITC DELTACOM Communications, Inc., Metromedia Fiber Network,
Inc. and Time Warner, the Debtors settled on similar terms
contained in the agreements with the RBOCs, except that the
percentage recovery for each provider was 30% of all undisputed
prepetition amounts outstanding.

Material individual terms for each of the Agreements include:

     A. Sprint Communications Company L.P., Sprint Spectrum L.P.
        and the Sprint Local Telephone Companies

        -- Date of Agreement: December 20, 2002

        -- Prepetition Claim: $25,328,843.96

        -- Cure Amount: $6,945,000, payable in 18 equal monthly
           installments beginning 30 days after the effective
           date of the Plan.

        -- Releases: Sprint and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the date of
           the Settlement Agreement; provided, however, that the
           release will not affect obligations contained in the
           Settlement Agreement or that survive the Settlement
           Agreement.

     B. Interstate FiberNet, Inc. and ITC^DELTACOM Communications
        Inc.

        -- Date of Agreement: December 20, 2002

        -- Prepetition Joint Claims: $1,024,510.67

        -- Cure Amount: 286,097.57 for IFN and $21,953.43 for
           ITC, payable in 12 equal monthly installments with the
           balance payable in one lump sum on March 31, 2004, if
           not otherwise paid.

        -- Agreement to Provide Identified Services: As part of
           the consideration for the Settlement Agreement, Global
           Crossing Telecommunications, Inc. and IFN entered into
           an agreement whereby GX Telecommunications agreed to
           provide data/IP capacity services and wholesale
           conferencing services to IFN under preferential
           pricing terms.

        -- Releases: IFN, ITC and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the Petition
           Date, other than claims arising under any warranties
           contained in the Agreements or applicable law;
           provided, however, that the release will not affect
           obligations contained in the Settlement Agreement or
           that survive the Settlement Agreement.

     C. Metromedia Fiber Network, Inc.

        -- Date of Agreement: January 14, 2003

        -- Prepetition Claims: $1,672,046.54

        -- Cure Amount: 123,400 payable in one lump sum on the
           30th day after the effective date of the Plan.

        -- Rejection of Certain Agreements: As of
           January 14, 2003, certain agreements are deemed
           terminated and the Debtors will have no further
           obligation or liability with respect to these
           agreements.  MFN forever waives any and all defaults
           and claims, including claims based on the termination
           of these agreements, existing prior to
           January 14, 2003 with respect to the terminated
           agreements.

        -- Postpetition Settlement: The Debtors will pay $293,000
           to MFN without further delay, which would constitute
           full satisfaction of all postpetition claims between
           the parties through February 28, 2003.

        -- PAIX.net, Inc. Settlement: The Debtors will pay
           $14,900 to MFN in 24 equal monthly installments
           beginning 30 days after the effective date of the
           Plan, in full satisfaction of all postpetition claims
           through February 28, 2003.

        -- Modified Pricing: As of December 1, 2002, pricing
           under all assumed agreements between the parties will
           be reduced by 25%.

        -- Releases: MFN and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the date of
           the Settlement Agreement, other than claims arising
           against the non-debtor subsidiaries of either party;
           provided, however, that the release will not affect
           obligations contained in the Settlement Agreement
           or that survive the Settlement Agreement.

     D. Time Warner Telecom Holdings, Inc.

        -- Date of Agreement: February 5, 2003

        -- Prepetition Claims: $1,756,630.53

        -- Cure Amount: $526,989.16

        -- Postpetition Administrative Claim for Global
           Center/Exodus Circuits: Time Warner will have an
           allowed administrative expense claim amounting to
           $431,000 which will be paid by the Debtors by allowing
           Time Warner to draw from the Debtors' $250,000 deposit
           for services provided by Time Warner.  The $181,000
           remaining balance will be paid over a 12-month period
           in monthly installments of $15,083.33 commencing 30
           days after the effective date of the Plan.  For so
           long as the Debtors continue to pay all undisputed
           postpetition amounts within 14 days of receipt of
           invoice until the effective date of the Plan, the
           Debtors will not be required to replenish the deposit.
           After the Plan of Reorganization, Time Warner will be
           paid in accordance with the Master Services Agreement,
           which the parties will attempt to renew under terms
           mutually agreeable to both parties.

        -- Prepetition Claims: In the event the Debtors do not
           assume the Agreements, Time Warner will have an
           allowed general unsecured claim amounting to
           $1,756,630.53 in the Debtors' Chapter 11 cases.

        -- Releases: Time Warner and the Debtors, on behalf of
           themselves, their officers, directors, agents,
           employees, successors and assigns fully and finally
           release, acquit and forever discharge the other, and
           their officers, employees, shareholders, agents,
           representatives, attorneys, successors and assigns,
           from any and all Claims, demands, obligations,
           actions, causes of action, rights or damages under any
           legal theory, including under contract, tort, or
           otherwise, which they now have, may claim to have or
           ever had, whether these Claims are currently known,
           unknown, foreseen or unforeseen, which either of the
           parties may now have or have ever had, from the
           beginning of time through and including the Petition
           Dates, other than claims arising under any warranties
           contained in the Agreements or applicable law;
           provided, however, that the release will not affect
           obligations contained in the Settlement Agreement or
           that survive the Settlement Agreement.

                           NECA Settlement

Mr. Walsh reports that 972 of the GX Debtors' Access Providers
are members of National Exchange Carriers' Association.  In the
aggregate, these entities asserted claims against the GX Debtors
totaling $42,840,453.  The GX Debtors negotiated a settlement
agreement with NECA, on behalf of its member entities, whereby
NECA would serve as a clearinghouse for receiving and making
payments on behalf of its member entities.  To that end, NECA
obtained consent forms from each of the NECA Entities to enter
into the Settlement Agreement with the GX Debtors.

The salient terms of the NECA Agreement are:

     A. Continuation and Payment for Services Provided by the
        NECA Entities: The NECA Entities agree to continue to
        provide all telecommunication services currently being
        provided to the Debtors, subject to the Debtors'
        continued payment on a timely basis in accordance with
        the terms of the agreements.  Any future products or
        services provided by the NECA Entities pursuant to the
        agreements will be paid for by the applicable Debtor in
        the ordinary course of business and in accordance with
        the agreement price in the applicable agreement and
        subject to any change in the applicable tariff.

     B. Pricing of Services Offered by the Debtors: The Debtors
        agree to provide the NECA Entities with preferred pricing
        for Data/IP Capacity and Wholesale Conferencing Services
        until the cure payment is paid in full.

     C. Assumption of the Agreements: The Debtors agree to assume
        all agreements with the NECA Entities after the effective
        date of the plan.  After assumption, the Debtors will be
        authorized to pay a $12,180,197.97 cure payment, provided
        that NECA provides the Debtors with a copy of an
        Authorization Form for each NECA Entity.  Notwithstanding
        anything to the contrary contained in the Settlement
        Agreement, the Debtors will be entitled to reduce the
        cure payment by the amount of the cure payment
        attributable to each NECA Entity for which NECA has not
        procured or provided an Authorization Form to the Debtors
        on or before the effective date of the plan until NECA
        provides Authorization Form.  The cure amount will be
        paid to NECA, on the NECA Entities' behalf, in 24 equal
        and consecutive months with the first payment due 30 days
        after the effective date of the plan and each subsequent
        installment payment due 30 days thereafter.  If any
        monthly payment is not timely made, NECA will be entitled
        to deliver a notice of nonpayment to the Debtors, and if
        the full amount of the remaining unpaid balance of the
        cure payment then due and owing is not paid to NECA
        within 5 business days of delivery of this notice of non-
        payment, the NECA Entities will be entitled to exercise
        any rights and remedies available to them under their
        agreements and under applicable law.  Except for the cure
        payment, no payments will be required in connection with
        or arising from the assumption of the agreements pursuant
        to Section 365 of the Bankruptcy Code or otherwise, and
        the Parties forever waive any and all defaults existing
        prior to the effective date under the agreements.

     D. Payments by NECA to the NECA Entities: It will be NECA's
        sole and absolute responsibility to disburse the monthly
        cure payments to the NECA Entities as it deems
        appropriate. After receipt by NECA of each monthly cure
        payment, the Debtors will have no further obligations or
        liabilities, under the Settlement Agreement or otherwise,
        with respect to these payment, including in the event of
        delay or nonpayment of the amounts by NECA to the NECA
        Entities.

     E. Indemnification: NECA agrees to indemnify, hold harmless,
        and reimburse the Debtors and their officers, employees,
        shareholders, agents, representatives, attorneys,
        successors and assigns, for any and all current or future
        liabilities and payments of money arising out of or in
        connection with:

        -- any assertion by any NECA Entity that NECA was not
           authorized to execute the Settlement Agreement on the
           Entity's behalf or that the execution of the
           Settlement Agreement on the Entity's behalf exceeds
           NECA's authority as agent for the Entity; or

        -- an assertion by an Entity that despite payment of a
           monthly cure payment by the Debtors to NECA, the
           Entity has not received from NECA that portion of the
           monthly cure payment to which it is entitled.

        NECA further agrees to reimburse the Debtors promptly
        after request for all reasonable expenses after
        presentation of an invoice by the Debtors in connection
        with the investigation of, preparation for, defense of,
        or providing evidence in, any commenced or threatened
        action, claim, proceeding or investigation or any
        collection efforts undertaken by the Debtors against NECA
        or a NECA Entity; provided, however, that prior to
        incurring any expense reimbursable, the Debtors will:

        -- notify NECA in writing of any assertion;

        -- provide NECA with a copy of any written communication
           by a Member to the Debtors which the Debtors claim
           gives rise to indemnification; and

        -- provide NECA with five Business Days in which to
           resolve the Entity's assertion to the Debtors'
           satisfaction.

     F. Releases: As of the effective date of the Settlement
        Agreement, the NECA Entities and the Debtors, on behalf
        of themselves, their officers, directors, agents,
        employees, successors and assigns fully and finally
        release, acquit and forever discharge the other, and
        their officers, employees, shareholders, agents,
        representatives, attorneys, successors and assigns, from
        any and all Claims, demands, obligations, actions, causes
        of action, rights or damages under any legal theory,
        including under contract, tort, or otherwise, which they
        now have, may claim to have or ever had, whether these
        Claims are currently known, unknown, foreseen or
        unforeseen, which either of the parties may now have or
        have ever had, from the beginning of time through and
        including the Petition Date; provided, however, that the
        release will not affect obligations contained in the
        Settlement Agreement.

     G. Side Letter: On January 10, 2002, the Debtors executed a
        side letter with NECA which provided that NECA would
        receive an up-front payment, on the effective date of the
        Plan, of 1% of the aggregate cure payment under the
        Settlement Agreement in return for its services with
        respect to the Settlement Agreement. (Global Crossing
        Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


GSMSC II: Fitch Rates 6 Series 2003-C1 Classes at Low-B Levels
--------------------------------------------------------------
GSMSC II, series 2003-C1, commercial mortgage pass-through
certificates are rated by Fitch Ratings as follows:

       -- $123,013,000 class A-1, 'AAA';
       -- $420,045,000 class A-2A, 'AAA';
       -- $182,019,000 class A-2B 'AAA';
       -- $676,797,000 class A-3 'AAA';
       -- $54,383,000 class B 'AA';
       -- $16,113,000 class C 'AA-';
       -- $1,611,350,145 class X-1 'AAA';
       -- $1,562,055,000 class X-2 'AAA';
       -- $12,085,000 class D 'A+';
       -- $18,127,000 class E 'A';
       -- $12,085,000 class F 'A-';
       -- $20,141,000 class G 'BBB+';
       -- $12,085,000 class H 'BBB';
       -- $12,085,000 class J 'BBB-';
       -- $12,085,000 class K 'BB+';
       -- $8,056,000 class L 'BB';
       -- $6,042,000 class M 'BB-';
       -- $6,042,000 class N 'B+';
       -- $2,014,000 class O 'B';
       -- $4,028,000 class P 'B-';
       -- $14,105,145 class S 'NR'.

Classes A-1, A-2A, A-2B, A-3, B, and C are offered publicly,
while classes X-1, X-2, D, E, F, G, H, J, K, L, M, N, O, P and
S, are privately placed pursuant to rule 144A of the Securities
Act of 1933. The certificates represent beneficial ownership
interest in the trust, primary assets of which are 74 fixed-rate
loans having an aggregate principal balance of approximately
$1,611,350,146, as of the cutoff date.


HAMILTON NEURODIAGNOSTIC: Case Summary & Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Hamilton Neurodiagnostic Associates PA
              Whitehorse Executive Center
              1245 Whitehorse-Mercerville Road
              Hamilton Township, NJ 08619-0000
              dba Neurology Pain Center PA
              dba Center for Stroke Prevention

Bankruptcy Case No.: 03-18302

Debtor affiliates filing separate chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Lawrenceville Neurology Associates, P.A.   03-18304
       Open MRI at Hamilton                       03-18305

Chapter 11 Petition Date: March 13, 2003

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtors' Counsel: David L. Bruck, Esq.
                   Greenbaum, Rowe, Smith, Ravin Davis & Himmel
                   PO Box 5600
                   Woodbridge, NJ 07095
                   Tel: (732) 549-5600
                   Fax: (732) 549-1881

                                     Total Assets: Total Debts:
                                     ------------- ------------
Hamilton Neurodiagnostic            $9,688,000     $2,029,272
Lawrenceville Neurology             $1,538,000     $2,138,361
Open MRI                                $7,500     $2,029,906

A. Hamilton Neurodiagnostic and Open MRI's 20 Largest Unsecured
    Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Union National Bank         March 29, 2000; sec.    $1,700,000
  and Trust Co. of           agreement in all assets
  Souderton                  of Debtor
Univest Plaza
Main and Broad Streets
Souderton, PA 18964

Hitachi Medical Systems     Service Contract          $150,000
  America, Inc.

University Radiology                                   $34,400
  Services, P.A.

Dunlap & Associates, PA                                $43,248

Shalom Associates                                      $29,000

Diagnostic Imaging, Inc.                               $18,713

Amerihealth Insurance Co.   Health Ins. for employees  $12,729
  for NJ

Abbott Laboratories, Inc.                               $2,450

Agfa Corporation Supplies                               $8,844

Princeton Delivery Company                              $6,722

Amerihealth Insurance Co.   Health insurance            $5,714
  for NJ

Beepers Etc., Inc.                                      $1,086

Best Copy Products,Inc.     Lease for Copier            $1,537

Munro Surgical Supply                                   $3,549

HC Products, LLC                                        $5,849

GSELL Moving and Storage                                $1,349

Michael P. Nunno, M.S.                                    $500

AT&T                                                      $415

Professional Tele-                                        $413
  Communications Inc.

Bill Brown & Company, Inc.                                $464

B. Lawrenceville Neurology's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Union National Bank and                             $1,700,000
  Trust Co. of Souderton
Univest Plaza
Main and Broad Streets
Souderton, PA 18964

Citicorp Vendor Finance     Equipment                 $200,038

Arora and Associates        Landlord                   $35,000

Fox, Rothschild, O'Brien &                             $24,033
  Frankel LLP

Allergan                                               $13,161

Kern, Augustine Conroy                                 $28,434
  & Schoppmann, P.C.

MIIX Insurance Company      Medical Malpractice ins.    $6,685

MISYS Healthcare Systems                                $1,570

Munro Surgical Supply                                   $1,555

PSE&G                                                   $5,257

Professional Tele-                                      $2,559
  Communications Inc.

Sigma Imaging Tech., Inc.   Monthly service contract    $3,200
                             for Philips CX CT.

Verizon                                                 $9,912

JDF Inc. t/a Lawnbusters                                $2,182

Elan Pharmaceuticals, Inc.                              $1,850

Staples                                                 $1,745

Moore Medical                                             $905

Dunlap & Associates, PA                                   $833

Pitney Bowes Credit Corp.   Lease for mailing system      $845
                             Meter


HEALTHSOUTH: FBI Agents Appear with Search Warrant & Subpoena
-------------------------------------------------------------
HealthSouth Corporation (NYSE: HRC) disclosed yesterday that, on
the evening of Tuesday, March 18, 2003, agents from the Federal
Bureau of Investigation served a search warrant at the company's
corporate headquarters and were provided access to a number of
current and historical financial records and other materials.

The agents also served an additional grand jury subpoena on the
company on behalf of the United States Attorney's Office, whose
investigation has been previously disclosed by the company,
relating to the same information.

In addition, the company is aware that additional subpoenas were
served on certain company employees.  The company continues to
cooperate fully with the authorities in their investigation.
However, the company cannot predict the course or outcome of the
investigation.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations in all 50 states, the
United Kingdom, Australia, Puerto Rico, Saudi Arabia and Canada.
Additional information about HEALTHSOUTH can be found on the Web
at http://www.healthsouth.com

HealthSouth's balance sheet at September 30, 2002, shows $7.9
billion in assets and $4.1 billion of shareholder equity.
Revenues topped $4 billion in 2002.


HEALTHSOUTH: SEC Accuses Company & CEO of $1.4 Billion Fraud
------------------------------------------------------------
The Securities and Exchange Commission charged HealthSouth
Corp., the nation's largest provider of outpatient surgery,
diagnostic and rehabilitative healthcare services, and its Chief
Executive Officer and Chairman Richard M. Scrushy with a massive
accounting fraud.  The Commission's complaint, filed in federal
district court in Birmingham, Alabama, alleges that since 1999,
at the insistence of Scrushy, HealthSouth systematically
overstated its earnings by at least $1.4 billion in order to
meet or exceed Wall Street earnings expectations.

A full-text copy of the SEC's complaint is available at:

      http://www.sec.gov/litigation/complaints/comphealths.htm

The SEC charges that the false increases in earnings were
matched by false increases in HealthSouth's assets.  By the
third quarter of 2002, the SEC says, HealthSouth's assets were
overstated by at least $800 million, or approximately 10%.

Pursuant to a separate Commission order issued yesterday
morning, trading in the securities of HealthSouth was suspended
for two business days due to the materially misleading
information in the marketplace.  A copy of that Commission Order
is available at:

      http://www.sec.gov/litigation/suspensions/34-47529.htm

The SEC's complaint further alleges that, following the
Commission's order last year requiring executive officers of
major public companies to certify the accuracy and completeness
of their companies' financial statements, Scrushy certified
HealthSouth's financial statements when he knew or was reckless
in not knowing they were materially false and misleading.

"HealthSouth's fraud represents an appalling betrayal of
investors," said Stephen M. Cutler, the SEC's Director of
Enforcement. "HealthSouth's standard operating procedure was to
manipulate the company's earnings to create the false impression
that the company was meeting Wall Street's expectations."

Richard P. Wessel, District Administrator of the SEC's Atlanta
District Office, added: "The Commission's action against
HealthSouth is another example of the excellent coordination and
cooperation that has become the hallmark of efforts by the
Commission and the Department of Justice to combat financial
fraud. By bringing to bear the expertise of both agencies, we
achieve maximum deterrence and greater relief for investors."

The Commission alleges that HealthSouth and Scrushy's actions
violated and/or aided and abetted violations of the antifraud,
reporting, books-and-records, and internal controls provisions
of the federal securities laws. For these violations, the
Commission is seeking a permanent injunction against HealthSouth
and Scrushy, civil money penalties and disgorgement of all ill-
gotten gains or losses avoided by both defendants, and an order
prohibiting Scrushy from ever serving as an officer or director
of a public company.


HEALTHSOUTH: Former CFO Pleads Guilty to Criminal Conspiracy
------------------------------------------------------------
Deputy Attorney General Larry Thompson, Assistant Attorney
General Michael Chertoff of the Criminal Division and U.S.
Attorney Alice Martin of the Northern District of Alabama
announced yesterday that the former chief financial officer of
HealthSouth Corp., the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative services, has
agreed to plead guilty to securities fraud, conspiracy to commit
securities and wire fraud, as well as false certification of
financial records which were designed to inflate the company's
revenues and earnings by hundreds of millions of dollars.

In a criminal information filed yesterday in the U.S. District
Court for the Northern District of Alabama, Weston Smith was
charged with conspiracy to commit securities fraud and wire
fraud, securities fraud, and filing false certifications with
the Securities and Exchange Commission.  Smith, 42, of Hoover,
Alabama, has agreed to cooperate with the federal government's
ongoing investigation of corporate fraud at HealthSouth. He has
agreed to forfeit any proceeds derived from illegal activity.

A plea hearing is expected at federal court in Birmingham at a
later time.

FBI agents conducted a search of HealthSouth's headquarters in
Birmingham Tuesday night.  The investigation into HealthSouth's
finances is active and ongoing, and additional criminal charges
are expected.

HealthSouth is a publicly traded corporation organized under the
laws of the state of Delaware, with headquarters in Birmingham.
The company has approximately 1,600 locations in all 50 states,
Puerto Rico, the United Kingdom, Australia and Canada. Smith was
employed at HealthSouth since 1987, and served as Controller
from about March 2000 to August 2001, as chief financial officer
from about August 2001 to August 2002, and as executive vice
president of inpatient operations since August 2002.

According to the criminal information filed today, beginning
about 1997, Smith, along with the chief executive officer,
another senior officer and others, recognized that HealthSouth
was not producing sufficient earnings per share to meet Wall
Street earning expectations. The difference between
HealthSouth's true earnings per share and Wall Street
expectations was referred to internally as the "gap" or the
"hole."

The charges state that senior officers at HealthSouth conspired
to fill the "gap" or "hole" with "dirt" -- fraudulent postings
that artificially inflated HealthSouth's earnings in order to
meet the Wall Street earnings expectations and hide the true
nature of HealthSouth's financial condition. As part of the
conspiracy, HealthSouth's accounting staff, including Smith,
would meet to discuss ways to fraudulently inflate the earnings.
These meetings were known internally as "family meetings" and
attendees were known as the "family."

To further the conspiracy, Smith and others allegedly falsified
entries in HealthSouth's books and records, and designed
fictitious entries to avoid their detection. The charges also
state that on or about Aug. 14, 2002, Smith and others knowingly
filed a false certification statement with the SEC, in violation
of a provision of the Sarbanes/Oxley bill enacted into law last
year.  According to the court filings, the certification of
HealthSouth's 10-Q for the second quarter of 2002 overstated
HealthSouth's cash by more than $300 million and overstated
total assets by approximately $1.5 billion.

The false certification criminal charge is believed to be the
first in the country brought under requirements contained in
Sarbanes/Oxley.

Deputy Attorney General Larry Thompson, the head of President
Bush's Corporate Fraud Task Force, noted that investigators from
the U.S. Attorney's Office, the Fraud Section, the FBI and the
Securities and Exchange Commission worked quickly to finalize
the plea and cooperation agreement.  The investigation into
HealthSouth's finances began seven days ago.

"This case demonstrates the Justice Department's commitment to
real-time enforcement in corporate fraud cases," Thompson said.
"We will move swiftly in our efforts to root out corporate fraud
and restore investor confidence in the marketplace."

Assistant Attorney General Michael Chertoff of the Criminal
Division added, "According to the charges, HealthSouth
executives dug themselves into a financial hole and sought to
fill it with lies. The goal and mission of the Corporate Fraud
Task Force is to uncover, investigate and prosecute this kind of
wrongdoing by corporate executives."

United States Attorney Alice Martin said, "Today's filing of an
information confirms that swift and coordinated action by law
enforcement will be taken against those who exploit financial
information for personal profit at the expense of corporate
investors."

The maximum sentence for conspiracy is five years imprisonment
and a $250,000 fine. Smith also faces a maximum sentence of 10
years in prison and a $1 million fine on the charge of
securities fraud, as well as a maximum sentence of 10 years in
prison and a $1 million fine on the charge of filing false
certification with the SEC.

The HealthSouth investigation is being conducted by the U.S.
Attorney's Office for the Northern District of Alabama and the
Fraud Section of the Criminal Division at the Department of
Justice, in consultation with the Corporate Fraud Task Force.
Agents from the FBI and investigators from the SEC are also
assisting in the investigation.

The Corporate Fraud Task Force, chaired by Deputy Attorney
General Thompson, was created by President Bush on July 9, 2002,
to oversee and direct federal law enforcement actions against
corporate corruption that had eroded investors confidence in the
integrity of U.S. markets. The Justice Department and the
Corporate Fraud Task Force have brought criminal charges against
more than 160 individuals, including executives and current and
former employees at WorldCom, Adelphia, Enron, Imclone, Qwest
Communications and others.


HEXCEL CORP: Shareholders Approve Conv. Preferred Share Issuance
----------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) announced that its
shareholders had approved all matters under consideration at the
company's previously announced special meeting of shareholders.

The matters included the approval of the proposed issuance and
sale of two series of convertible preferred stock, in accordance
with the transactions previously announced on December 18, 2002.
In addition, shareholders approved increasing the number of
shares of common available for issuance to 200 million.

Hexcel Corporation is the world's leading advanced structural
materials company. It designs, manufactures and markets
lightweight, high performance reinforcement products, composite
materials and composite structures for use in commercial
aerospace, space and defense, electronics, general industrial,
and recreation applications.

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B' rating to Hexcel Corp.'s proposed $125
million senior secured notes due 2008 that are to be offered
under SEC Rule 144a with registration rights. At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on
the advanced structural materials manufacturer. The outlook is
negative.

The proceeds from the proposed debt offering, in combination
with a portion of the proceeds from the sale of $125 million in
preferred stock to certain investors, will be used to refinance
and pay down the company's existing secured credit facility. The
remaining proceeds from the preferred stock sale will be used to
repay the subordinated notes maturing in August 2003. In
addition, Hexcel is arranging a new credit facility to meet
working capital needs. The notes are secured by substantially
all domestic property, plant, and equipment. The transactions
are expected to close simultaneously by the end of the first
quarter of 2003.

"The refinancing and preferred stock issuance will alleviate
near-term liquidity concerns regarding the return to stricter
bank covenants in the first quarter of 2003 and upcoming debt
maturities. Therefore, the outlook will likely be revised to
stable from negative after the transaction closes," said
Standard & Poor's credit analyst Christopher DeNicolo.


IMC GLOBAL INC: Reaffirms First Quarter Earnings Expectations
-------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced that its 2003 second
quarter earnings per share from continuing operations is
expected to be in the range of 15 to 20 cents, primarily due to
rapidly increasing phosphate selling prices. The Company also
said its 2003 first quarter results will likely be near the
midpoint of its prior guidance of a loss from continuing
operations of 10 to 20 cents per diluted share, before the
unfavorable, non-cash impact of foreign currency translation.

Additionally, IMC Global said it expects to receive a cash
refund of approximately $30 million from its recent election to
carry back a tax net operating loss and has recorded a 2002
fourth quarter non-cash charge of $24.7 million to its income
tax provision.

                2003 Second Quarter Discussion

IMC said its second quarter outlook for earnings per share from
continuing operations of 15 to 20 cents is driven predominantly
by a sharp increase since the start of 2003 in the selling
prices for diammonium phosphate (DAP), partially offset by
higher raw material costs. The outlook includes a forecasted
gain of 6 cents per diluted share from the pending sale of its
Port Sutton marine terminal and a 1 cent per diluted share
negative impact from the shutdown of its Fort Green rock mine in
Florida in April to reduce inventory levels. The Company noted
that its outlook is subject to weather conditions for spring
crop planting, phosphate pricing consistent with current levels,
moderating raw material costs and the impact of the pending war
with Iraq.

Now at its highest level since May 1999, or just at the start of
the global industry cyclical downturn, the current Tampa DAP
export spot price of about $189 per metric ton compares to a
2002 year-end low of $149 and a peak level of $171 in 2002. The
comparable Central Florida domestic DAP spot price of $175 per
short ton is at its highest level since late 1998.

"With the current tightness in DAP supply-and-demand and
expectations for a strong U.S. spring planting season, we
believe the rapid gains in DAP pricing to date could be largely
maintained even as we look for a modest abatement of ammonia and
natural gas raw material costs through the second quarter," said
Douglas A. Pertz, Chairman and Chief Executive Officer. "We have
just recently started to see higher DAP selling prices begin to
outstrip increased raw material costs which could continue into
the second quarter. Based on current trends, it appears the
multi-year recovery in global phosphate fundamentals, driven by
increased demand, could be developing somewhat more quickly than
projected by industry consultants.

"We are encouraged by these positive market developments that,
together with our recent and aggressive cost reduction
initiatives, offer significant upside earnings leverage and
should give IMC Global the ability to report significant year-
over-year financial improvement."

                    2003 First Quarter Discussion

IMC Global reaffirmed its prior guidance of a 2003 first quarter
loss from continuing operations of 10 to 20 cents per diluted
share, noting that the actual result should be close to the
midpoint of this range. The Company said this guidance includes
a restructuring charge for severance costs but is before the
non-cash impact of unfavorable foreign currency translation.

IMC will record a restructuring charge of 2 cents per diluted
share for severance costs associated with the Company's
previously announced organizational restructuring program
implemented in early March that resulted in the elimination of
approximately 100 positions. Net of the one-time charge for
severance costs, pre-tax and pre-minority interest savings
should be about $5 million, or 3 cents per diluted share in
2003, and about $10 million, or 5 cents per diluted share, in
2004 and beyond.

During the first quarter of 2003, the Canadian dollar has
strengthened to date approximately 6 percent versus the U.S.
dollar. At a 6 percent change in exchange rate, the Company
expects to record a non-cash loss from the impact of this
unfavorable foreign currency translation in IMC's Canadian
companies of 11 cents per diluted share. Sales of Canadian-based
IMC Potash are largely U.S. dollar denominated, and a change in
exchange rate creates a loss or gain reflected in the Other
(income) expense line on the consolidated income statement when
IMC Potash U.S. dollar receivables are translated into Canadian
dollars. These same receivables are then translated back to U.S.
dollars in IMC's consolidated balance sheet, but this offsetting
translation gain is booked directly to stockholders equity
instead of the income statement.

The Company uses foreign currency forward exchange contracts to
hedge its gross margin and operating earnings currency exposure
to IMC Potash costs, which are principally in Canadian dollars,
the functional currency for IMC Potash. As a result, the Company
does not expect the strengthening of the Canadian dollar versus
the U.S. dollar to materially impact operating earnings or
result in a cash impact to the Company.

The Company also expects to record a non-cash charge of 4 cents
per diluted share in the first quarter for the cumulative effect
of a change in accounting principle in connection with the
adoption of SFAS No. 143 on January 1, 2003, which requires
legal obligations associated with the retirement of long-lived
assets to be recognized at their fair value at the time that the
obligations are incurred.

           Discussion of Impact of Tax Net Operating Loss
                     Carry Back Election

In March 2003, in connection with the filing of its 2002 federal
income tax return, the Company elected to carry back a federal
tax net operating loss under a federal tax law provision enacted
in 2002 which allows the loss to be carried back five years
rather than the normal two year period. This is expected to
result in a cash refund of approximately $30 million in the
second quarter. The carryback has the effect of converting tax
credits, previously utilized, into tax credit carryforwards for
which the Company does not record current benefits, resulting in
a charge. Under generally accepted accounting principles, the
provision for income taxes will now include a non-cash charge of
$24.7 million for this item and the Company will revise its
previously announced preliminary 2002 fourth quarter and 2002
full year financial results to reflect this change. The revised
results will be reflected in the financial statements and other
financial information contained within the Company's Form 10-K
to be filed with the Securities and Exchange Commission this
week. After giving effect to this change, the Company's loss
from continuing operations is $33.1 million, or $0.29 per
diluted share, for the fourth quarter ended December 31, 2002
and $13.2 million, or $0.12 per diluted share, for the year
ended December 31, 2002.

After the carryback, the Company has nearly $300 million of net
operating loss and alternative minimum tax credit carryforward
benefits available to be utilized in the future. The decision to
carry back the available loss is consistent with the Company's
efforts to maximize cash flow through the monetization of assets
where beneficial.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry. For more information, visit IMC Global's Web
site at http://www.imcglobal.com

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch has affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


LYONDELL CHEMICAL: Transfers PO Facility to Asian Joint Venture
---------------------------------------------------------------
Lyondell Chemical Company (NYSE: LYO) has fortified its position
as a global producer and marketer of propylene oxide (PO) by
strengthening Nihon Oxirane Company, Ltd., its 30-year joint
venture with Tokyo-based Sumitomo Chemical Company, Ltd.

Lyondell and Sumitomo have agreed to transfer to NOC Sumitomo's
recently completed PO manufacturing plant in Chiba, Japan.  The
new plant, which utilizes Sumitomo's new PO processing
technology, should begin commercial operation in April and will
be transferred to NOC by 2006.  Until then, NOC will market the
plant's production for Sumitomo.  The joint venture currently
operates another PO plant in Chiba that utilizes Lyondell's
propylene oxide/styrene monomer (POSM) technology.  Together,
the two plants will have a capacity to produce approximately
400,000 tons of PO annually.

NOC will have rights to the new PO process technology in Asia
and the Middle East.  Lyondell also will have rights to the
technology, adding a third PO technology to its commercial
portfolio.

NOC also plans to license Lyondell technology to build and
operate a new propylene glycol (PG) manufacturing plant in
Chiba.  Both Lyondell and Sumitomo will make additional changes
to expand NOC's market position in Asia for PO and PG and to
improve NOC's cost structure.

Effective March 31, Lyondell will sell a 10 percent share of its
ownership in NOC to Sumitomo in exchange for $28 million,
reducing Lyondell's ownership interest in the joint venture to
40 percent.

As a result of these efforts, NOC will be a leading producer and
marketer of PO and PG throughout Asia.

Lyondell is one of the world's leading producers of PO and
derivative products and the only major PO producer with
manufacturing plants in North America, Europe and Asia.

Lyondell Chemical Company -- http://www.lyondell.com--
headquartered in Houston, Texas, is a leading producer of
propylene oxide (PO), propylene glycol (PG) and other PO
derivatives such as butanediol (BDO) and propylene glycol ether
(PGE).  Lyondell also is the world's number three supplier of
toluene diisocyanate (TDI) and a producer of styrene monomer and
MTBE as co-products of PO production.  Through its 70.5%
interest in Equistar Chemicals, LP, Lyondell also is one of the
largest producers of ethylene, propylene and polyethylene in
North America, as well as a leading producer of polypropylene,
ethylene oxide, ethylene glycol, high value-added specialty
polymers and polymeric powder.  Through its 58.75% interest in
LYONDELL-CITGO Refining LP, Lyondell is one of the largest
refiners in the United States, processing extra heavy Venezuelan
crude oil to produce gasoline, low sulfur diesel and jet fuel.

As reported in Troubled Company Reporter's February 25, 2003
edition, Standard & Poor's Rating Services affirmed its ratings
on Lyondell Chemical Co., including its 'BB' corporate credit
rating, and removed the ratings from CreditWatch following
indications that business disruptions related to reduced crude
oil deliveries from Venezuela to one of Lyondell's affiliates,
58.75%-owned Lyondell-CITGO Refining LP, would be limited in
terms of the potential affect on Lyondell's credit profile. The
current outlook is negative.

Standard & Poor's said that at the same time it revised its
outlook on Houston, Texas-based Equistar Chemicals LP, which is
70.5%-owned by Lyondell Chemical Co., to negative from stable.
Standard & Poor's affirmed its 'BB' ratings on the company.


MAGELLAN HEALTH: Honoring Prepetition Customer Obligations
----------------------------------------------------------
According to Stephen Karotkin, Esq., at Weil Gotshal & Manges
LLP, in New York, Magellan Health Services, Inc., and its
debtor-affiliates main source of revenue is payment from their
customers under their customer or service contracts. As of
February 24, 2003, the Debtors had 1,578 contracts with their
customers.  The terms of the various customer contracts vary,
but have many common features, including certain customer
payment provisions.

The Customer Practices typically found in many of the Debtors'
customer contracts include:

     A. Customer Refunds:  As part of its Customer Practices, it
        is typical for the Debtors to be required to make refunds
        to customers for overpayments that customers made during
        prior payment periods.  Customer Refunds are frequently
        owed to customers whose contracts provide for them to
        make an estimated monthly or quarterly payment for the
        Debtors' services with the understanding that there will
        be a "true up" at the end of the month or quarter based
        on the actual fees earned during that period.  The
        estimated payments made by the customer are based on the
        per member per month fee charged by the Debtors for
        services provided to the customer and the number of
        members receiving services. The customer calculates these
        payments based on its most recent membership data.
        However, as is common in the health insurance industry,
        the Debtors' customers regularly update their membership
        information retrospectively as these customers receive
        updated information.  As a result, at the beginning of
        the next month or quarter, there is a reconciliation
        between the Debtors and the customer, pursuant to which
        the Debtors may owe the customer a Customer Refund for an
        overpayment made by the customer during the prior period
        or the customer may owe the Debtors if the estimated
        payment was insufficient to cover the actual cost of care
        during that period.

        The Debtors are also obligated to pay Customer Refunds to
        customers who make overpayments of monthly fees to the
        Debtors.  Typically, these overpayments occur due to
        customers including non-covered members in their
        calculation of the monthly fee, although overpayments can
        occur due to the customer applying the wrong per member
        per month fee to a particular product or other errors.
        In these situations, the Debtors will be obligated to
        make a Customer Refund to the customer equal to the
        amount of the customer's overpayment.

        Because the Debtors do not know the amount of any
        overpayment until their customers receive updated
        information or otherwise inform the Debtors that they
        have a right to a Customer Refund, the Debtors cannot be
        certain what the actual amount of their Customer Refund
        obligations will be at any given time.  Based on
        historical experience, the Debtors estimate that, as of
        the Petition Date, they are obligated to pay Customer
        Refunds relating to the prepetition period totaling
        $2,100,000.

     B. Performance Penalties:  The Debtors offer to their
        customers are risk-based services and Administrative
        services only services.  Under either arrangement, the
        Debtors may be obligated to maintain certain performance
        standards in their contracts with their customers
        relating to network access, average speed to answer
        customer service calls, and claims payment timeliness and
        accuracy. Pursuant to these contracts, the Debtors are
        obligated to pay their customers "performance penalties"
        in the event that the Debtors fail to meet the
        performance standards provided for in the contract.  The
        amount and payment period for Performance Penalties
        varies by contract. Typically, Performance Penalties are
        assessed and paid annually or quarterly.  Based on past
        performance, the Debtors estimate that, as of the
        Petition Date, their Performance Penalty obligations
        relating to the prepetition period aggregate $3,960,000.

     C. Customer Profit Sharing:  A number of the Debtors'
        customer contracts provide for payment to customers based
        on "profit sharing" of certain cost-savings or overall
        profits earned during prior periods, which the Debtors
        are required to make quarterly or annually to the
        customers based on the terms of the customer contract.
        Because the cost-savings or profit for a period on which
        the payment to the customer is based is determined after
        the period in which the payment is earned, the Debtors
        cannot accurately quantify their obligations to pay
        Customer Profit Sharing Payments at any given time.
        Based on past experience, the Debtors estimate that as of
        the Petition Date, they owe $3,023,000 in Customer Profit
        Sharing Payments relating to the period prior to the
        Petition Date.

     D. Customer Deposits: In connection with their businesses,
        the Debtors occasionally receive refundable deposits from
        their customers to use for the payment of providers by
        the Debtors on behalf of ASO customers or as a prepayment
        for services to be rendered.  Providing that the
        customers have no outstanding obligations to the Debtors,
        after the expiration or termination of the contracts, the
        Debtors refund the remaining balance of the Customer
        Deposits to their customers.  The Debtors estimate that,
        as of the Petition Date, they hold $2,721,000 with
        respect to Customer Deposits.  These amounts will be used
        primarily to pay claims on the behalf of ASO customers in
        the normal course of business and, accordingly, this
        entire amount would not be paid in a lump sum, nor is it
        expected that the entire amount would be subject to
        refund in any event.

     E. Customer Claims Processing:  In connection with their
        risk-based business, it is common for the Debtors to
        enter into customer contracts pursuant to which the
        customer provides the Debtors with claims processing
        services.  In these instances, in accordance with
        contractual requirements and past practices, the customer
        will withhold from the full per member fee an amount
        representing an estimate of the Debtors' costs for claims
        processed and paid by the customer during that period.
        At the conclusion of a specified period, typically
        quarterly or annually, there is a reconciliation between
        the Debtors and the customer with respect to the actual
        amount of the cost of claims processed and paid by the
        customer during the period and the Claims Fund.  Because
        the actual amount of claims is not determined until the
        end of the specified period the Debtors are not certain
        what amount they will owe with respect to the Claims
        Fund, if any, until a reconciliation is performed.  The
        Debtors estimate that, as of the Petition Date, they are
        obligated to pay customers for the actual amount of the
        claims processed and paid by customers in excess of the
        Claims Fund on a net basis amounting to $6,040,000.

     F. Member Reimbursement: Although many of the Debtors'
        customers contract for their Members to see in-network
        providers, under certain circumstances, it is possible
        for Members to seek care from out-of-network providers.
        In this case, it is typical for the Debtors to pay the
        Non-Network providers for services directly.  However, in
        other cases, the Member seeking care from a Non-Network
        provider will pay that provider directly and seek
        reimbursement from the Debtors.  Under its risk-based
        contracts with customers, the Debtors are obligated to
        reimburse the Member for all or a portion of these
        payments.  Because the Debtors are not aware of their
        reimbursement obligation until the customer submits a
        form for reimbursement, the Debtors cannot precisely
        predict their obligation to pay Member Reimbursements at
        any given time. The Debtors estimate that, as of the
        Petition Date, Member Reimbursements relating to the
        prepetition period is $2,500,000.

     G. Prepaid Contract Discount Arrangements:  On occasion, the
        Debtors enter into arrangements with their customers that
        require the Debtors to make payments to customers in
        consideration for a renewal of, or increase in, the
        business handled by the Debtors.  The payment made by the
        Debtors operates as a prepayment of a contract discount.
        The timing of the payment under thee arrangements vary
        from a lump sum payment to a series of payments made
        quarterly or annually.  Several Prepaid Contract Discount
        arrangements are currently in place between the Debtors
        and their customers and, pursuant to the terms of these
        arrangements, the Debtors owe their customers Prepaid
        Contract Discount payments.  The Debtors estimate that,
        as of the Petition Date, they owe these customers an
        aggregate of $7,860,000 in Prepaid Contract Discounts
        relating to the prepetition period.

Like all healthcare companies, Mr. Karotkin tells the Court that
the success of the Debtors' businesses are dependent on the
maintenance of the Debtors' customer base.  Without their
customers, the Debtors have no business.  Accordingly, the
Debtors believe that an integral component of successfully
reorganizing and emerging as a viable enterprise is ensuring
existing customer loyalty and confidence -- thereby increasing
the likelihood that their customers will not terminate their
existing contracts with the Debtors and will renew their
contracts at the end of their terms, as well as attracting new
customers.  In connection therewith, the Debtors submit that it
is vital for the Debtors to continue all of their Customer
Practices on an uninterrupted basis.

Accordingly, the Debtors sought and obtained entry of an order,
pursuant to Section 105(a) of the Bankruptcy Code, authorizing
them to continue to honor, recognize, maintain and implement all
Customer Practices, including all Customer Refunds, Performance
Penalties, Customer Profit Sharing Payments, Customer Deposits,
Claims Processing Services, Claims Funds, Member Reimbursements
and Prepaid Contract Discounts, as these Customer Practices were
in effect prior to the Petition Date, including making all
payments and permitting and effecting all set offs with respect
thereto, whether relating to the period prior or subsequent to
the Petition Date.

Mr. Karotkin believes that the success, viability, and
rehabilitation of the Debtors' businesses is dependent on the
maintenance and development of customer loyalty.  Honoring all
Customer Practices is essential to maintaining customer
relationships and assuring customers that the Debtors will be in
a position to provide the same level of service on the same
terms they have received in the past.  Without this assurance,
the Debtors' customer base undoubtedly will quickly erode to the
detriment and prejudice of all parties-in-interest.

Moreover, the Debtors believe that there is a substantial risk
that failure to continue the Customer Practices will cause
customers to terminate current contracts, if possible, or to
refuse to enter into new, or renew contracts after the
expiration of existing, contracts.  Mr. Karotkin states that the
Debtors' failure to continue the Customer Practices will likely
tarnish the Debtors' reputation, thus undermining their ability
to attract new business in a highly competitive market.  It
should also be noted that payments with respect to prepetition
Customer Practices will be made over a period of several months
and, in many instances, will consist of recognizing set-off
rights. (Magellan Bankruptcy News, Issue No. 2: Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 83 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MANDALAY RESORTS: Fitch Rates $350M Sr Convertible Notes at BB+
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the $350 million
senior convertible notes due 2033 being issued by Mandalay
Resorts Group. Proceeds are to be used to pre-fund the maturity
of $150 million 6.75% notes in July 2003 and to repay a portion
of outstandings under the revolving credit facility. Ratings
reflect Mandalay's portfolio of leading Las Vegas properties,
strong historical operating performance and significant free
cash flow, offset by current heavy capital spending plans,
aggressive share buybacks, and a difficult operating environment
in Las Vegas, which will likely preclude improvement in credit
measures in FY2004. The high level of discretion in the
application of the company's cash flows over the intermediate
term provides the company with ample flexibility to weather any
unexpected and meaningful downturn in Las Vegas. The Rating
Outlook is Stable.

Total debt/EBITDA of 4.5x and EBITDA/interest of 2.7x expected
for FYE Jan/03 would be roughly flat with the prior year period.
Free cash flow was limited due to significantly higher levels of
capital expenditures and investments, primarily related to two
projects at Mandalay Bay. The opening of the new $235 million,
1.3 million square foot convention center on Jan. 6, 2003, and
the planned opening of the $250 million all-suites tower
(connected to Mandalay Bay and adjacent to the convention
center) in November 2003 position MBG to expand EBITDA and
discretionary free cash flow in FY2004. These projects should
help Mandalay drive mid-week occupancy and REVPAR, and divert a
greater share of upscale conventioneers to the south end of the
Strip.

MBG management has clearly stated its intent to use its free
cash flow to repurchase shares, as it has done over the past two
years. At the end of the third quarter FY2003, 3.6 million
shares were still authorized for repurchase ($87.3 million at
current levels) which will likely be filled by the end of
FY2004, if not sooner, given the recent decline in the company's
stock price. Fitch expects a new buyback program to be approved
soon thereafter. In addition, MBG currently has 3.0 million
shares left in its equity forward agreement, which terminates
March 2003, at which time the company has the option to purchase
the shares outright. Given MBG's remaining heavy capital
spending plans this year, a portion of MBG's share repurchases
could be funded with revolver drawdowns in FY2004.

Fitch expects negligible improvement and potentially a moderate
weakening of credit measures in FY2004, as we expect EBITDA
increases to be offset by a concurrent moderate rise in debt
levels. Fitch expects that Mandalay will end the FY2004 with
leverage and interest coverage roughly equal to those of FYE
2003. However, following the recent completion of the convention
center and the forecast completion of the $225 million Mandalay
Bay suites tower in the fall 2003, committed investments drop
significantly, providing further flexibility.

The company's leverage range of 4.5x - 4.8x is moderately high
for the ratings category, but is maintained at this level due to
highly discretionary applications: expansion projects and share
repurchases. Bank loan covenants which currently limit leverage
(total debt to EBITDA) to a maximum of 5.5x and require interest
coverage of at least 2.25x, will gradually become more
restrictive after Jan. 31, 2003. Nonetheless, Fitch anticipates
the covenants will be loose enough for the company to fulfill
its external financing requirements. Liquidity remains strong,
with $630 million available at 10/31/02 under an $850 million
revolving credit facility (after factoring in the company's most
restrictive loan covenants) and $120 million in cash on hand.

Over the last six months, and since Thanksgiving particularly,
the Las Vegas market has endured a meaningful slowdown in
domestic consumer demand due to a weak US economy and political
uncertainties. It is within this context that Mandalay Resorts
Group (which derives approximately two-thirds of its cash flow
from its Strip properties), reported disappointing fourth
quarter results, citing slower holiday traffic over New Year's
on the Las Vegas Strip, softer domestic high end play and low
table hold at Mandalay Bay. This trend is likely to persist over
the short term as discretionary travel and convention business
are impacted by geopolitical concerns.


MASTEC INC: S&P Slashes Corporate Credit Rating to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MasTec Inc., to 'BB' from 'BBB-'. At Dec. 31, 2002,
Miami, Florida-based MasTec, a specialty contractor focused on
telecommunications and energy infrastructure, had $197 million
in long-term debt on its balance sheet. The outlook is now
negative.

"The rating action reflects continued severe weakness within the
telecommunications and power markets, the firm's improving, but
still bloated cost structure, and its inability to meaningfully
improve working capital management during this period of
protracted industry weakness, all of which have eroded MasTec's
credit profile and liquidity position," said Standard & Poor's
credit analyst Joel Levington. Furthermore, the FCC's recent
decision to give states more authority over local phone leasing
may further reduce capital spending plans for some of MasTec's
clients, such as Bell South Corp., Verizon Communications Inc.,
and SBC Communications Inc. Although the firm has begun a number
of actions under its "Project 2100" initiative to improve its
cost structure, it now appears unlikely that MasTec will reach
Standard & Poor's prior expectations of funds from operations to
total debt in the mid-30% area, and total debt to EBITDA of
no more than 2x, in the near term.

The ratings reflect MasTec's position as one of the larger
providers of infrastructure services to highly cyclical end
markets, its aggressive financial profile, and only fair
liquidity.

MasTec competes in large markets that are highly fragmented and
moderately capital intensive. New construction activity in the
cable and utility markets is cyclical, and new
telecommunications infrastructure projects have rapidly
declined, with no expectations for improvement in 2003. Although
the company services the majority of its revenues from more
stable master service agreements (MSA), even maintenance work
can be deferred during periods of severe market declines. For
fiscal 2002, revenues declined about 31%. In addition, the lack
of speed in reducing the firm's cost structure led to a decline
in EBITDA margins to just 6.8% (excluding charges) from a peak
of 17.0% in fiscal 2000. To restore profitability and cash flow
generation, the firm needs to reduce its operating leverage and
selling, general, and administrative costs. MasTec has begun a
number of initiatives under its Project 2100 program to achieve
these goals, including headcount reductions, optimizing
equipment utilization, and obtaining the benefits of purchasing
leverage. However, changing the corporate culture within the
context of cyclical markets will be a meaningful challenge.
Still, competitive strengths for MasTec include its solid
regional positions in the Southeast and Mid-Atlantic regions,
wide service offerings, and good customer relationships.

Failure to restore the credit profile and liquidity in line with
Standard & Poor's expectations could lead to a downgrade during
the next 12-18 months.

DebtTraders reports that Mastec Inc.'s 7.75% bonds due 2008
(MTZ08USR1) are trading at about 86 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MTZ08USR1for
real-time bond pricing.


MESA AIR GROUP: Pilots Ratify New Five-Year Labor Agreement
-----------------------------------------------------------
The pilots of Mesa Airlines, represented by the Air Line Pilots
Association, International, have ratified a labor contract with
management that provides employment protection for all pilots
under the parent holding company, Mesa Air Group.

The new agreement brings all pilots from the Mesa Air Group
carriers (Mesa Airlines, Air Midwest, CCAir, Freedom Air and any
future MAG airlines) into one seniority list and under one
contract. Management's practice of using alter-ego carriers to
take jobs away from Mesa pilots determined that job protection
be a priority in these negotiations.

"This agreement provides that not only will Mesa pilots'
employment be protected, but also that any expansion of Mesa Air
Group will include our ALPA pilots," said the Mesa pilots'
Master Executive Council Chairman, Capt. Andy Hughes. "Included
in this job protection is the right of our CCAir pilots to
their rightful employment opportunities at Mesa Air Group. These
fellow pilots have been unemployed since last year," he added.

Negotiating Committee Chairman for the pilots, Capt. Don Lyons
said, "We have also secured the immediate employment of
furloughed US Airways pilots under our 'Jets for Jobs' provision
which allows for the expansion of Mesa's US Airways Express
operation. We negotiated under very difficult circumstances
and are pleased to have secured jobs as well as other
improvements in our contract."

Of the 977 Mesa crewmembers eligible to vote on this proposed
deal, 842 (86.2 percent) participated, with 663 (78.7 percent)
casting ballots in favor of the new contract.  The previous Mesa
pilot contract became amendable in December 2001.

Founded in 1931, the Air Line Pilots Association, International,
is the world's oldest and largest pilots union, representing
66,000 pilots at 42 airline carriers in the United States and
Canada.  ALPA's Web site is http://www.alpa.org


MESA AIR GROUP: Applauds Pilots' Labor Agreement Ratification
-------------------------------------------------------------
Mesa Air Group, Inc.'s (Nasdaq: MESA) 1,300 pilots, represented
by the Air Line Pilots Association (ALPA), have ratified a new
five-year labor agreement by 79%.

"We are delighted that our pilots have ratified this new labor
agreement. This is truly one of the rare examples of a win-win
situation," said Jonathan Ornstein, Mesa Air Group Chairman and
Chief Executive Officer.  "Mesa's pilots have demonstrated their
understanding of the current realities of our industry and have
provided a contract which, while addressing many of the pilots'
concerns, also allows Mesa to expand its regional jet growth as
one of the most efficient regional jet operators in the
industry.  We look forward to our continued growth as we take
deliveries of over 100 regional jets. Furthermore, I would like
to thank our MEC and pilot negotiating committee, led by Captain
Andy Hughes and Captain Don Lyon, ALPA International and
everyone else who worked on getting this agreement concluded in
record time," added Ornstein.

Mesa currently operates 124 aircraft with 889 daily system
departures to 147 cities, 37 states, Canada, Mexico and the
Bahamas. It operates in the West and Midwest as America West
Express, the Midwest and East as US Airways Express, in Denver
as Frontier JetExpress, in Kansas City with Midwest Airlines and
in the Southwest as Mesa Airlines. The Company, which was
founded in New Mexico in 1982, has approximately 3,000
employees. Mesa is a member of Regional Aviation Partners and
the Regional Airline Association.


MICROCELL: Quebec Court Approves Proposed Plan of Reorganization
----------------------------------------------------------------
Microcell Telecommunications Inc., (TSX:MTI.B) received, at a
hearing held Tuesday, a sanction order from the Superior Court
of the Province of Quebec approving its Plan of Reorganization
and of Compromise and Arrangement. The Plan provides for a
comprehensive recapitalization of Microcell that significantly
reduces the Company's debt obligations by approximately C$1.7
billion and its annual interest obligations by a range of
approximately C$160 million to C$200 million. The Court found
that the Plan is fair, reasonable, and in the best interests of
the secured and affected unsecured creditors, and the
shareholders of Microcell.

At the creditors' meetings on March 17, 2003, 98% of the secured
creditors and 100% of the affected unsecured creditors who voted
either in person or by proxy approved the Plan, representing 93%
and 100%, respectively, of the total value of the secured claims
and affected unsecured claims that were voted.

"We are now in the final stretch of our recapitalization
process," said Andre Tremblay, President and Chief Executive
Officer of Microcell Telecommunications Inc. "Throughout this
process, particularly during the fourth quarter, we consciously
constrained our growth in an effort to preserve liquidity. With
effective implementation of the Plan, the Company will emerge
financially stronger-poised to re-establish its market presence
and to pursue growth opportunities. The result of these efforts
should begin to materialize in the second half of the year."

Pursuant to the Court order, once the Plan becomes effective,
the Company's new board of directors will consist of:

      - Andre Tremblay, President and Chief Executive Officer of
        Microcell Telecommunications Inc.

      - Andre Bureau, Chairman of Astral Media Inc.

      - James Continenza, President and Chief Executive Officer
        of Teligent

      - Christian Dube, Senior Vice-President and Chief Financial
        Officer of Domtar Inc.

      - Gary Goertz, former Chief Financial Officer and Executive
        Vice-President of MDS Inc.

      - Robert Latham, RFL Consulting and former Chief Executive
        Officer of Axxent Inc.

      - Paul McFarlane, retired Senior Vice-President, CIBC
        Special Loans

      - Berl Nadler, partner with Davies Ward Philips and
        Vineberg LLP

      - Steven D. Scheiwe, President of Ontrac Advisors, Inc.

      - Charles Sirois, Chairman and President of Telesystem Ltd.

      - Lorie Waisberg, former partner with Goodmans, LLP and
        retired Executive Vice-President, Finance and
        Administration and Director of Co-Steel Inc.

Having received the necessary creditor and Court approvals, the
Company expects that the effective date for implementation of
the Plan will occur by the end of April 2003, subject to receipt
of all necessary regulatory and stock exchange approvals. The
record date for secured creditors, affected unsecured creditors,
and shareholders to receive a distribution under the Plan will
be the effective date for implementation of the Plan. The
Company intends to publicly announce the effective date of the
Plan at least three days in advance.

The statements made in this release concerning Microcell's
future prospects are forward-looking statements that involve
risks and uncertainties, which may prevent expected future
results from being achieved. For those statements, we claim the
protection of the safe harbour for forward-looking statements
provisions contained in the Private Securities Litigation Reform
Act of 1995. The Company cautions that actual future performance
will be affected by a number of factors, including technological
change, regulatory change, and competitive factors, many of
which are beyond the Company's control. Therefore, future events
and results may vary substantially from what the Company
currently foresees. Additional information identifying risks and
uncertainties is contained in the Company's recent filings with
the securities commissions in Canada and the United States and
SEDAR.

Microcell Telecommunications Inc., is a provider of
telecommunications services in Canada dedicated solely to
wireless. The Company offers a wide range of voice and high-
speed data communications products and services to approximately
1.2 million customers. Microcell operates a GSM network across
Canada and markets Personal Communications Services (PCS) and
General Packet Radio Service (GPRS) under the Fido(R) brand
name. Microcell Telecommunications has been a public company
since October 15, 1997, and is listed on the Toronto Stock
Exchange under the stock symbol MTI.B. For more information
about the Company, visit http://www.microcell.ca

Microcell Telecomms.' 14% bonds due 2006 (MICT06CAR1) are
trading at about 5 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MICT06CAR1
for real-time bond pricing.


MORPHOGEN PHARMA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MorphoGen Pharmaceuticals, Inc.
         9855 Towne Centre Drive
         San Diego, California 92121

Bankruptcy Case No.: 03-10822

Type of Business: A development stage biotechnology company,
                   focused on using its proprietary adult-derived
                   stem cell technology to develop products for
                   the healthcare industry.

Chapter 11 Petition Date: March 18, 2003

Court: District of Delaware

Debtors' Counsel: Christopher S. Sontchi, Esq.
                   Ashby & Geddes
                   222 Delaware Avenue
                   17th Floor
                   Wilmington, DE 19899
                   Tel: 302 654-1888
                   Fax : 302-654-2067

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Norman Wechster             Bridge Loan and           $610,752
c/o Andrew Eckstein, Esq.   Short-Term Interest
Blank, Rome, Tenzer,
  Greenblatt LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Gert Petrick                Bridge and Short-Term     $608,611
C/o Rex Roten
Stone Life Sciences
411 Cleveland Street, #242
Clearwater, FL 33755

Athersys, Inc.              Loan and Short-Tem        $401,333
3201 Carnegle Avenue        Interest
Cleveland, OH 44115

John F. Wong, Ph.D.         Accrued Salary, Bonus,    $171,446
                             Expenses and Vacation

Terry Ryusaki               Accrued Salary, Bonus,    $146,447

BD Biosciences              Lease Obligation           $76,049

Procopio, Cory, Hargreaves, Professional Services      $64,766
  & Savitch

St. Elizabeth's Medical     Outside Research Project   $42,855
  Center                     (Collaboration)

Diversified Eastgate Pointe Landlord                   $20,015
  LLC

Ashby & Geddes, PA          Professional Services      $15,194

Omega Scientific, Inc.      Trade Credit               $14,998

Jayanta Roy Chowdhury       Outside Research Projects  $13,999
                             (Collaboration)

New York Medical College    Outside Research Projects  $12,201
                             (Collaboration)

Bio Whittaker, Inc.         Trade Debt                 $15,110

Klauber & Jackson           Professional Services      $10,544

The Regents of the Univ.    Outside Research Projects   $9,621
Of California               (Collaboration)

BD Pharmingen               Trade Credit                $9,404

Clifford J. Steer, M.D.     Outside Research Projects   $4,476
                             (Collaboration)

Blue Cross                  Benefit Services            $4,476


MSX INT'L: Full-Year 2002 Total Sales Plummet 13.1% to $807 Mil.
----------------------------------------------------------------
MSX International, a provider of technical business services,
announced sales totaling $807.4 million for the year ended
December 29, 2002, a 13.1% decline compared to $929.3 million in
fiscal 2001.

Gross profit in 2002 was $100.1 million, or 12.4% of net sales,
compared to $120.5 million, or 13.0% of net sales in 2001. The
decline in gross profit reflects reduced volumes and pricing
pressures during 2002, primarily in collaborative engineering
and human capital management services, which were partially
offset by improved results from other technical services groups.
The decline in net sales and gross margin, and the resulting
impact on operating income, was mitigated by cost reduction
programs implemented in late 2001 and early 2002. These programs
reduced operating costs by more than $23 million in 2002.

"Our principal businesses were challenged by reduced IT staffing
demand and by the cost containment actions of automotive
customers," commented Thomas T. Stallkamp, vice chairman and
chief executive officer. "We took substantial actions in the
fourth quarter of 2002 to further reduce our cost structure.
These actions included consolidating facilities, realigning
global staffing levels to match current business levels, and
exiting under-performing businesses." Stallkamp observed, "Our
2002 financial result before the costs of restructuring charges
was close to break-even, and our fourth quarter cost reduction
efforts will improve results at current volumes."

Restructuring and severance costs totaling $6.3 million are
included in fourth quarter 2002 results, resulting in $8.0
million of such costs for the full year. These actions are
expected to reduce total operating costs in 2003 by an estimated
$18 million and, once completely implemented in 2003, by $25
million on an annualized basis.

MSX International recorded a charge of $38.1 million in the
first quarter of 2002 to reflect the cumulative effect of
adopting SFAS No. 142, a new standard used to account for
acquisitions. The company updated its valuation analysis for
prior acquisitions in the fourth quarter, resulting in an
additional goodwill charge of $8.7 million. Other non-cash items
include an aggregate $4.4 million related to the sale or
revaluation of other long-term investments. The net loss after
these non-cash charges was $62.6 million for the fiscal year.

Without 2002 restructuring and severance costs, and before the
incremental fourth quarter charge to goodwill and charges
related to other long-term investments, MSX International's 2002
operating income was $21.7 million, compared to $39.5 million in
the comparable period in fiscal 2001.

Compared to 2001, interest expense improved $2.0 million to
$25.9 million as the result of reduced debt and lower interest
rates. The company recognized an income tax benefit of $3.5
million in 2002, due primarily to its lower financial
performance after deducting interest expense. The income tax
benefit was partially offset by changes to the value of foreign
tax assets.

Effective February 14, 2003, MSX International amended its $150
million, bank-syndicated credit agreement. Terms of the updated
agreement, which continues through December 2004, were modified
to provide greater financial flexibility. The credit facility
includes an $85 million revolver and two term loans, which the
company believes is adequate to satisfy anticipated funding
requirements for the next two years.

Frederick K. Minturn, executive vice president and chief
financial officer, observed, "The new credit agreement reflects
the significant cost saving improvements we implemented to
offset lower revenues in 2002." Minturn continued, "MSX
International generated $26.6 million in net cash from operating
activities in 2002, and we were able to reduce debt despite a
challenging operating environment."

MSX International, headquartered in Southfield, Mich., combines
innovative people, standardized processes and today's
technologies to deliver a collaborative, competitive advantage
on a global basis. With annual sales of over $800 million, MSX
International has 8,000 employees in 26 countries. Visit their
Web site at http://www.msxi.com

                           *    *    *

As previously reported, MSX International received an interim
waiver at the end of its fiscal year of certain financial
covenants in its $150 million, bank-syndicated credit agreement.
The waiver agreement, signed on December 20, 2002, was in effect
through February 17, 2003.

Standard & Poor's, in September of last year, affirmed its
ratings on MSX International Inc., including the double-'B'-
minus corporate credit rating. At the same time, Standard &
Poor's revised its outlook on the company to negative from
stable, citing continuing weak credit protection measures and
the lack of visibility for intermediate-term improvement.


NEXSTAR FINANCE: S&P Rates $50-Mil. Senior Discount Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Nexstar Finance Holdings LLC's proposed $50 million senior
discount notes due in 2013. This debt will be consolidated at
Nexstar Holding's parent company television station owner and
operator Nexstar Broadcasting Group LLC. Nexstar's consolidated
debt also includes debt obligations of Mission Broadcasting that
are guaranteed by Nexstar. Proceeds are expected to be used to
help fund acquisitions.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit ratings on Nexstar Finance Holdings and Nexstar. The
outlook is negative. Based in Irving, Texas, Nexstar had total
debt outstanding of about $320.1 million at Dec. 31, 2002.

"On a pro forma basis, the transaction is expected to reduce the
company's cash interest burden and increase borrowing
availability under its bank lines," said Standard & Poor's
credit analyst Alyse Michaelson.

Standard & Poor's said the ratings on Nexstar reflect the
financial risk resulting from aggressive debt-financed
acquisition activity, potential for future station purchases,
and mature revenue growth prospects in the competitive
television advertising environment. These factors are somewhat
offset by the company's cash flow diversity from major network-
affiliated television stations in small and midsize markets, the
stations' decent positions in most markets, good discretionary
cash flow potential of the business, and cash flow improvement
achieved at acquired stations.

Yet the absence of political and Olympic advertisement dollars
is expected to restrain cash flow growth in 2003. Although
favorable trends in TV advertising are expected to continue,
demand could be vulnerable to economic cycles and escalating
political tensions overseas. Positive operating momentum will be
important for maintaining compliance with financial covenants
this year.


NORTEL: Continues Commitment to Rural Market Network Evolution
--------------------------------------------------------------
Building on its rural market network evolution initiative
announced in August 2002, Nortel Networks (NYSE:NT)(TSX:NT)
announced software enhancements designed to position independent
operating companies to reduce operational expenses, boost
security and deliver new, revenue-generating services to rural
subscribers.

Nortel Networks has also announced expansion of its service and
support program for Nortel Networks DMS-10 carrier-class
switching system customers, and the return of its popular SR-10
program to help IOCs more efficiently and cost-effectively plan
long-term network evolution.

"As a long-time Nortel Networks DMS-10 customer, we are happy to
see the revival of the SR-10 program because it enables us to
more efficiently and cost-effectively plan our network
evolution," said Don Lindsey, plant manager for Mark Twain Rural
Telephone, which has approximately 5,000 access lines in
northeast Missouri. "And we can continue to invest with
confidence because we understand the long-term product
development and how it can be leveraged as part of a circuit-to-
packet migration plan."

"These steps are the latest in an ongoing initiative intended to
help our large base of rural market customers evolve their
networks to a more cost-effective packet infrastructure at their
own pace, preserving existing investments while laying the
foundation for new, multimedia services in the future," said Sue
Spradley, president, Wireline Networks, Nortel Networks.

"Nortel Networks commitment to investment in our DMS-10 product,
coupled with our leadership position in voice over packet, will
help service providers, including IOCs, deliver the same quality
services to subscribers in rural markets as those in major urban
centers," Spradley said.

Scheduled to be available for 'pre-order' in July 2003 and
delivery in October 2003, Nortel Networks DMS-10 504 software
release will position service providers to offer Simultaneous
Ringing, Telemarketer Call Screening, and other new, revenue-
generating services on DMS-10 based networks. The carrier-class
DMS-10 switching system, which has been listed with the Rural
Utilities Service with each new software release, will also
position service providers to migrate to fully-packetized
networks at their own pace.

With Simultaneous Ringing, residential subscribers can have
incoming calls automatically routed to as many as five different
telephone numbers to help reduce missed calls. Telemarketer Call
Screening challenges unidentified callers, requiring them to
assert that they are not telemarketers before allowing these
calls to be completed.

The latest DMS-10 software release will also support
interworking with service nodes like Application Peripheral from
Innovative Systems -- http://www.innovsys.com-- positioning
carriers to drive additional new revenues with services like
Find Me, Click to Dial, and Budget Toll with Disconnect.

Other new features will position operators to drive reduced
operational and capital expenses. These include: a new line
peripheral that will double the number of individual digital
loop carriers (DLC) supported; Facility Naming which allows
carriers to specifically name facilities with labels that are
more descriptive of the type and associated routing; and Alarm
Dispatch for automatic dispatch of technicians in response to
carrier-programmable alarms.

Security enhancements will include a unified platform security
system, individual operator accounts, and operator password
change prompting.

The SR-10 program will position service providers to purchase
503 release software (now available), 504 release and 505
release at a packaged rate, spread their investment over several
years, and improve budget predictability. The SR-10 program will
also include a 12-month warranty, technical support, patching
application, product engineering, installation and start-up.

Nortel Networks has already expanded its Global Network Services
program, providing a package of network optimization services
specifically for DMS-10 customers. This package - including
trunk facility utilization analysis and identification of unused
capacity - will help service providers better evaluate network
resource use and achieve new operational efficiencies.

"Nortel Networks really understands how to plan, build, operate
and maintain networks - it is in our DNA," Spradley said. "We
continue to leverage this expertise by expanding the support
services we offer our IOC customers, making it easier for them
to get the most out of their networks today and to seamlessly
evolve their networks to meet future requirements."

In August 2002, Nortel Networks introduced enhancements to its
voice and Nortel Networks Succession voice over IP (Internet
Protocol) products as part of a network evolution plan designed
to enable IOCs to effectively evolve smaller networks to a more
cost-effective 'packet' infrastructure; to drive as much as a 40
percent reduction in network migration costs based on Nortel
Networks studies; and to deliver new multimedia services.

Nortel Networks has a long history of working with service
providers to meet the needs of rural subscribers. More than 700
customers have deployed DMS-10 in North America alone,
representing more than six million subscriber lines. Nortel
Networks has a comprehensive portfolio of products - including
Succession Communication Server 2000 and Succession
Communication Server 2000-Compact softswitches, Succession Media
Gateway 9000, DMS-10, Nortel Networks OPTera Metro, Nortel
Networks Passport and Nortel Networks Shasta - to meet the
evolving needs of IOCs.

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

Nortel Networks' 7.400% bonds due 2006 (NT06CAR2) are trading at
about 89 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


OAKWOOD HOMES: Wants to Maintain Plan Exclusivity Until June 30
---------------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates ask for an
extension of the period within which they have the exclusive
right to file their chapter 11 plan and solicit acceptances of
that plan from their creditors.  The Debtors tell the U.S.
Bankruptcy Court for the District of Delaware that they need
until June 30, 2003, to file their chapter 11 plan and until
August 29, 2003, to solicit acceptances from their creditors.

The Debtors submit that the requested extension of their
exclusive periods is justified by the size and complexity of
their cases.  The Debtors note that during the first 3-1/2
months of these cases, they have devoted substantial time and
effort to addressing these fundamental, threshold issues:

   -- the Debtors' extensive negotiations and lengthy
      documentation of their Court approved $215 million
      debtor-in-possession financing facility with the DIP
      Agreement, which has addressed the Debtors' liquidity needs
      and expands the borrowing base by including certain
      financial assets created by OAC in servicing the Warehouse
      Trusts;

   -- the Debtors' efforts to implement prepetition management
      and operational improvements described above;

   -- the Debtors' successful modification and assumption of the
      various servicing agreements;

   -- the Debtors' negotiations to engage in necessary
      securitization transactions as described above in the
      Warehouse Motions which provides interim funding for RICs
      generated by OAC and is structured to preserve the Debtors'
      access to the securitization markets and other potential
      financing sources;

   -- the Debtors' marketing and sale of excess inventory and
      real property;

   -- the Debtors' filing of their schedules of assets and
      liabilities and statements of financial affairs

   -- the Debtors' setting of a general claims bar date on March
      27, 2003 for the filing of prepetition claims against the
      Debtors' estates, with Court approval; and

   -- the Debtors' establishment of effective lines of
      communications with the Creditors' Committee and other
      parties in interest.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002 (Bankr. Del. Case No. 02-13396).
Michael G. Busenkell, Esq., at Morris, Nichols, Arsht & Tunnell
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$842,085,000 in total assets and $705,441,000 in total debts.


PHOTRONICS INC: Shareholder & Analyst Meetings Convene on Mar 26
----------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB), the world's largest sub-
wavelength reticle solutions supplier, will hold the Company's
Fifth Annual Analyst Meeting and Annual Shareholders' Meeting at
the Hotel Intercontinental, The Barclay, New York on March 26,
2003.

The agenda for the Analyst Meeting includes formal presentations
given by many of the Company's senior executives including Dan
DelRosario, Chief Executive Officer and Paul Fego, President and
Chief Operating Officer.  Their presentations will outline the
Company's goals and strategies for the upcoming year.  The
Analyst Meeting will convene at approximately 8:30 a.m. EST with
an informal meet and greet prior to and following the meeting.
The Shareholder's Meeting will convene at 12 noon and will
address the agenda items as outlined in the proxy statement
issued on February 21, 2003.

For more information or to register for the meeting, contact
Michael McCarthy, Vice President-Investor Relations and
Corporate Communications or visit the Company's Web site at
http://www.photronics.com

Photronics is a leading worldwide manufacturer of photomasks.
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits.  They are produced in
accordance with circuit designs provided by customers at
strategically located manufacturing facilities in Asia, Europe,
and North America.  Additional information on the Company can be
accessed at http://www.photronics.com

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BB-' corporate credit and its other ratings on
Photronics Inc. and revised its outlook to negative from stable,
recognizing weakening market conditions, limited order
visibility, and uncertainty as to the extent of industry
recovery over the intermediate term.

Photronics, which has the leading worldwide market share in the
semiconductor photomask industry, is based in Brookfield, Conn.
It had $308 million of debt outstanding, including capitalized
operating leases, at January 31, 2003.

"Should weak financial measures continue beyond the near term,
ratings could be adjusted downward," said Standard & Poor's
credit analyst Bruce Hyman.


POINDEXTER JB: S&P Junks Credit Rating over Notes Restructuring
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on commercial van body manufacturer J.B. Poindexter Co.
Inc., to 'CC' from 'B' following the company's announcement that
it has initiated discussions with its bondholders on
restructuring its 12.5% senior unsecured notes due May 2004. At
the same time, Standard & Poor's lowered the Houston, Texas-
based company's senior unsecured debt rating to 'C' from 'B-'.
In addition, all ratings were placed on CreditWatch with
negative implications. At Sept. 30, 2002, the company had about
$104 million of debt outstanding.

Standard & Poor's said that although holders of the outstanding
notes have the option of exchanging them at a slight premium for
new notes that mature in May 2007, it views the exchange, when
consummated, as tantamount to a default because the maturity is
extended beyond the original maturity date and because the
company can pay interest in either cash or payment in kind.

"Barring acceptance by bondholders of the exchange, they may
suffer significant loss of principal," said Standard & Poor's
credit analyst Eric Ballantine.

If the transaction is completed, Standard & Poor's will lower
the rating on the company's current 12.5% senior unsecured notes
to 'D', and the company's corporate credit rating would be
lowered to 'SD'. Subsequently, the ratings would be reassessed,
taking account of the benefits realized through the transaction.


SASKATCHEWAN WHEAT: S&P Drops Long-Term Credit Rating to SD
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its long-term
corporate credit rating to 'SD' from 'D', on Saskatchewan Wheat
Pool subsequent to the closing of the company's financial
restructuring plan. The ratings on the company's senior secured
bank loan and secured notes remain at 'D'.

The event of default under the terms of the company's unsecured
notes has been cured by the repayment of interest to
noteholders, and results in a revision of the company's
corporate credit rating to 'SD', or a selective default.
According to Standard & Poor's criteria, 'SD' reflects
Saskatchewan Wheat Pool's defaulting on one issue or class of
issues, while the company continues to honor its other
obligations.

Under the terms of the company's financial restructuring plan,
noteholders have been disadvantaged in terms of their priority
ranking relative to where they stood prior to the restructuring,
resulting in what Standard & Poor's defines as a coercive
exchange. Consequently, all issues outstanding still are rated
'D'.

Standard & Poor's will meet with management shortly to review
the company's strategic plan and financial condition, after
which new ratings will be assigned.


SERVICE MERCHANDISE: Contract & Lease Treatment Pursuant to Plan
----------------------------------------------------------------
Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, relates that
Service Merchandise Company, Inc., and its debtor-affiliates
will reject all prepetition contracts and unexpired leases as of
the Confirmation Date or at another date indicated in the Plan,
subject to the occurrence of the Effective Date, except for
those executory contracts and unexpired leases which:

    (i) have been assumed and assigned, or rejected, as
        applicable, pursuant to a Court Order entered before the
        Confirmation Date; or

   (ii) as of the Confirmation Date, are subject to a pending
        motion for approval, or a notice pursuant to the
        Designation Rights Order, of the assumption, assignment,
        or rejection, as applicable; or

(iii) are otherwise being assumed or assigned as set forth in
        the Plan.  The listing of a document in the Plan will
        constitute an admission by the Debtors that the document
        is an executory contract or an unexpired lease or that
        the Debtors have any liability under the contract or
        lease.

               Approval of Contract Disposition

According to Mr. Jennings, the entry of a Confirmation Order
will constitute the approval of the assumption, assumption and
assignment, or rejection, as applicable, of the executory
contracts and unexpired leases assumed, assumed and assigned, or
rejected pursuant to the Plan.  Each executory contract and
unexpired lease that is assumed and relates to the use, ability
to acquire or occupancy of real property will include:

     (1) all modifications, amendments, supplements, restatements
         or other agreements made directly or indirectly  by any
         agreement, instrument or other document that in any
         manner affect the executory contract or unexpired lease;
         and

     (2) all executory contracts or unexpired leases appurtenant
         to the premises, including all easements, licenses,
         permits, rights, privileges, immunities, options, rights
         of refusal, powers, uses, reciprocal easement agreements
         and any other interests in real estate or rights related
         to the premises, unless any of the agreements has been
         rejected pursuant to a Final Court Order or is otherwise
         rejected as part of the Plan.

            Cure of Defaults for Assumed Contracts

The Debtors propose to cure any monetary default under an
executory contract and unexpired lease that will be assumed.
The Cure will be provided by the Debtors or the Contract
assignee.

If there is a dispute regarding (a) the nature or amount of any
Cure, (b) the ability of Reorganized Service Merchandise or any
assignee to provide "adequate assurance of future performance"
under the contract or lease to be assumed, or (c) any other
matter pertaining to assumption, the Cure will occur after a
Final Court Order is entered resolving the dispute and approving
the assumption or assignment, as the case may be.  But if there
is a dispute as to the Cure amount that cannot be resolved
consensually among the parties, the Debtors or Reorganized
Service Merchandise will have the right to reject the Contract
or lease within five days after Final Order establishing a Cure
amount in excess of that provided by the Debtors is entered.

                  Rejection Damages Bar Date

If the rejection by a Debtor or Reorganized Service Merchandise
of an executory contract or unexpired lease pursuant to the Plan
results in a Claim, that Claim will be forever barred and will
not be enforceable against any Debtor or Reorganized Service
Merchandise or the properties of any of them unless a proof of
claim is filed with the Debtors' Claims agent, Robert L. Berger
& Associates LLC.  The Proof of Claim must also be served to
Reorganized Service Merchandise's counsel and to the counsel of
Creditors' Committee or Plan Committee, within 30 days after
service of the earlier of:

     (a) a notice of the effective date or rejection of the
         executory contract or unexpired lease as determined in
         accordance with the Joint Plan; or

     (b) other notice that the executory contract or unexpired
         lease has been rejected.

Nothing will revive or deem to revive a previously disallowed
claim or extend a previously established bar date, if
applicable. The deadline for filing a Proof of Claim with
respect to an executory contract or unexpired lease other than
pursuant to the Plan will be as established in the final order
approving the rejection.

        Postpetition Executory Contracts & Unexpired Leases

All rights in connection with all executory contracts and
unexpired leases that the Debtors assumed or entered into after
the Petition Date and that have not been assigned to a third
party, including the Designation Rights Agreement, will remain
the property of Service Merchandise's Estate.

              Post-Confirmation Validity of the DRA

All the terms and provisions of the Designation Rights Order and
the Designation Rights Agreement will continue in effect
following the entry, and will not be modified by the terms of,
the Confirmation Order.  According to Mr. Jennings, this
includes the obligation of KLA/SM LLC or any entity, which is a
member of, or holds any other interest in, KLA/SM or guarantees
KLA/SM's obligations under the Designation Rights Agreement, to
satisfy all Cure Claims in excess of the Cure Claim Cap
established in the Designation Rights Agreement.

The Debtors clarify that the listing an executory contract or
unexpired lease on the Plan does not constitute an admission by
any of the Debtors or Reorganized Service Merchandise that the
contract or lease including any related agreements that may
exist, is an executory contract or unexpired lease or that the
applicable Debtor or Reorganized Service Merchandise has any
liability under it. (Service Merchandise Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHAW GROUP: Closes $253 Million Senior Debt Private Offering
------------------------------------------------------------
The Shaw Group Inc., (NYSE:SGR) has closed its private offering
of $253 million face amount, 10.75 percent senior notes due
2010. Simultaneous with the closing of this transaction, the
Company also completed the renewal of its $250 million revolving
credit facility.

The co-lead arrangers of the revolving credit facility were
Credit Lyonnais and Credit Suisse First Boston. Credit Lyonnais
also acted as book-runner.

The Company intends to use the net proceeds of the senior notes
offering to purchase $384.6 million of its outstanding Liquid
Yield Option(TM) Notes due 2021 (Zero Coupon - Senior) in its
previously announced tender offer. In connection with the tender
offer, Shaw filed Amendment No. 1 to its Schedule TO with the
Securities and Exchange Commission on March 14, 2003, disclosing
additional information including the change of the expiration
time for the tender offer to 4:15 p.m. on Wednesday, March 26,
2003 from 4:00 p.m. on Wednesday, March 26, 2003.

The Shaw Group Inc., offers a broad range of services to clients
in the environmental and infrastructure, power and process
industries worldwide. The Company is a leading provider of
consulting, engineering, construction, remediation and
facilities management services to the environmental,
infrastructure and homeland security markets. The Company is
also a vertically-integrated provider of comprehensive
engineering, consulting, procurement, pipe fabrication,
construction and maintenance services to the power and process
industries. The Company is headquartered in Baton Rouge,
Louisiana with offices and operations in North America, South
America, Europe, the Middle East and the Asia-Pacific region and
employs approximately 17,000 people. For more information please
visit the Company's Web site at http://www.shawgrp.com

                       *     *     *

As reported in Troubled Company Reporter's March 5, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Shaw Group Inc. to 'BB+' from 'BBB-'.
At the same time, Standard & Poor's assigned its 'BB' senior
unsecured rating to the engineering and construction firm's
proposed $250 million note offering due 2010. The notes are
expected to be filed under SEC Rule 144A with registration
rights. The ratings assume the timely syndication and completion
of the financing activities. Proceeds from the note offering are
expected to be used to purchase up to $384.6 million of the
firm's LYONs securities in a "Modified Dutch Auction," which
will run through March 26, 2003.

At November 30, 2002, Baton Rouge, Louisiana-based Shaw Group
had $531 million in debt outstanding on its balance sheet. The
outlook is now stable.

"The rating action reflects Standard & Poor's heightened
concerns that Shaw's liquidity will decline over the next
several quarters, mainly due to working capital usage as the
firm works off its power EPC backlog," said Standard & Poor's
credit analyst Joel Levington. "It also reflects weaker-than-
expected profitability on certain projects, which has led the
company to reduce its earnings guidance to $1.32 per share-$1.37
per share in 2003, versus prior expectations of $1.92-$2.08,"
the analyst continued.


SPIEGEL GROUP: Final DIP Financing Hearing Set for April 9, 2003
----------------------------------------------------------------
Spiegel obtained pre-petition financing from a variety of
sources and owed, as of the Petition Date:

Secured Loans
                   Spiegel and DFS are the borrowers under two
                   secured term loans, obligating them to repay:

       $24,000,000 to Norddeutsche Landesbank Gironzentrale and

       $24,000,000 to Deutsche Bank, AG.

                   These two Loans are secured by DFS' warehouse
                   and distribution facilities in Columbus, Ohio.
                   The Secured Term Loans are guaranteed by each
                   of the Subsidiary Guarantors other than DFS.

Guaranteed
Revolving
Bank Loans

       $600,000,000 under an unsecured Amended and Restated
                    Revolving Credit Agreement, dated as of June
                    26, 2001, with a lending consortium comprised
                    -- according to http://www.LoanDataSource.com
                    -- of:

                    Deutsche Bank AG, New York Branch $66,000,000
                    J.P. Morgan Chase Bank            $66,000,000
                    Bank of America, N.A.             $54,000,000
                    Commerzbank AG                    $54,000,000
                    ABN AMRO Bank N.V.                $45,000,000
                    The Bank of New York              $45,000,000
                    Dresdner Bank AG                  $45,000,000
                    HSBC Bank USA                     $45,000,000
                    Bankgesellschaft Berlin AG        $18,000,000
                    Credit Lyonnais Americas          $18,000,000
                    Credit Suisse First Boston        $18,000,000
                    DG Bank Deutsche
                       Genossenschaftsbank AG         $18,000,000
                    Danske Bank                       $18,000,000
                    Landesbank Hessen-Thuringen
                       Girozentrale                   $18,000,000
                    Bayerische Hypo Und
                       Vereinsbank AG                 $18,000,000
                    Intesabci, New York Branch        $18,000,000
                    Norddeutsche Landesbank
                       Girozentrale                   $18,000,000
                    Westdeutsche Landesbank
                       Girozentrale                   $18,000,000

                    for which Deutsche Bank AG and J.P. Morgan
                    Securities, Inc., as agents.

       $150,000,000 under an unsecured 364-Day Revolving Credit
                    Agreement, dated as of June 30, 2000 with a
                    lending consortium comprised -- according to
                    http://www.LoanDataSource.com-- of:

                    Deutsche Bank AG                  $12,500,000
                    Morgan Guaranty Trust Co.
                       of New York                    $12,500,000
                    Bank of America, N.A.              $9,000,000
                    Commerzbank AG                     $9,000,000
                    ABN AMRO Bank N.V.                 $7,500,000
                    The Bank of New York               $7,500,000
                    Dresdner Bank AG                   $7,500,000
                    HSBC Bank USA                      $7,500,000
                    Bankgesellschaft Berlin AG         $3,000,000
                    Credit Lyonnais Americas           $3,000,000
                    DG Bank Deutsche
                       Genossenschaftsbank AG          $3,000,000
                    Danske Bank                        $3,000,000
                    Landesbank Hessen-Thuringen
                       Girozentrale                    $3,000,000
                    Bayerische Hypo Und
                       Vereinsbank AG                  $3,000,000
                    Intesabci, New York Branch         $3,000,000
                    Norddeutsche Landesbank
                       Girozentrale                    $3,000,000
                    Westdeutsche Landesbank
                       Girozentrale                    $3,000,000

                    for which Deutsche Bank AG and J.P. Morgan
                    Securities, Inc., also serve as agents.

                    The two Revolving Credit Facilities are
                    guaranteed by Debtors Eddie Bauer, Inc.,
                    Newport News, DFS, Ultimate Outlet Inc. and
                    Spiegel Publishing Co.

Guaranteed
Term Loans

       $390,000,000 is owed under 16 separate unsecured term
                    loans provided by various financial
                    institutions:

                    DZ Bank AG, Deutsche
                       Zentral-Genossenschaftsbank    $25,000,000
                    DZ Bank AG, Deutsche
                       Zentral-Genossenschaftsbank    $20,000,000
                    DZ Bank AG, Deutsche
                       Zentral-Genossenschaftsbank    $20,000,000
                    Landesbank Hessen-Thuringen       $20,000,000
                    Landesbank Hessen-Thuringen       $20,000,000
                    Landesbank Hessen-Thuringen       $15,000,000
                    Bankgesellscaft Berlin
                       Aktiengesellschaft             $30,000,000
                    Bankgesellscaft Berlin
                       Aktiengesellschaft             $20,000,000
                    Norddeutsche Landesbank
                       Gironzentrale                  $20,000,000
                    Dresdner AG                       $40,000,000
                    Commerzbank Aktiengesellschaft    $40,000,000
                    Westdeutsche Landesbank
                       Girozentrale                   $35,000,000
                    Bayerische Hypo-Und
                       Vereinsbank AG                 $25,000,000
                    Bank of America, N.A.             $22,857,142
                    Credit Suisse First Boston        $20,000,000
                    Danske Bank A/S                   $20,000,000

                    all of which also extended credit under the
                    Revolving Credit Facilities.  Each Unsecured
                    Term Loan is guaranteed by the Subsidiary
                    Guarantors.

Loans from
Otto Versand

       $160,000,000 to Otto-Spiegel Finance G.m.b.H. & Co. KG
                    under three senior unsecured notes.

The Debtors can't borrow any more money under any of these
credit facilities.  Further, securitization of new accounts
receivable came to a grinding halt last week.  No unsecured
credit is available to the company to pay on-going post-petition
expenses.

William C. Kosturos, Spiegel's Chief Restructuring Officer and
Interim Chief Executive Officer, projects a net cash loss over
the next 30-day period:

                           The Spiegel Group
               Projected Cash Receipts & Disbursements
            For the 30-Day Period Following March 17, 2003

               Cash Receipts                 $140,000,000
               Cash Disbursements             226,000,000
                                             ------------
               Net Cash Loss                  $86,000,000


Mr. Kosturos also projects that unpaid post-petitions
obligations will total about $10,000,000 a month from now and
that Unpaid Receivables will total about $14,000,000.

Against this backdrop, James L. Garrity, Jr., Esq., at Shearman
& Sterling tells Judge Blackshear that Spiegel secured a new
$400,000,000 super-priority senior secured debtor-in-possession
financing agreement with Bank of America, N.A., Fleet Retail
Finance, Inc., and The CIT Group/Business Credit, Inc.  The
Lenders under this new DIP Facility will hold administrative
priority claims and first, senior and perfected security
interests in, and liens on, and right of setoff against all of
the Debtors' property (except the DFS Facility located at 6600
Alum Creek Drive in Grove Port, Ohio, that secures repayment of
debts owed to Norddeutsche Landesbank Girozentrale and Deutsche
Bank AG), pursuant to 11 U.S.C. Sec. 364, subject only to a
$5,000,000 carve-out to allow for payment of the Debtors' and
the Creditors' Committee's professionals, fees and expenses
incurred Stephen J. Crimmins, the independent examiner appointed
by the United States District Court for the Northern District of
Illinois in United States Securities and Exchange Commission v.
Spiegel, Inc., File No. 03 C 1685, and fees levied by the United
States Trustee and the Court Clerk.

The Debtors ask the Court to allow them access to $150,000,000
on an interim basis to fund projected cash shortfalls and honor
obligations to customers, employees and critical vendors.

The salient terms of the $400,000,000 Postpetition Financing
package are:

BORROWERS:       Spiegel, Inc.,
                   Eddie Bauer, Inc.,
                   Spiegel Catalog, Inc.,
                   Ultimate Outlet Inc. And
                   Newport News, Inc.

GUARANTORS:      Each Borrower provides a cross-guarantee
                   and each of the other Debtors is a
                   Guarantor of the Borrowers' obligations
                   to repay to DIP Loans

AGENT:           Bank of America, N.A.

LENDERS:         Bank of America, N.A.
                   Fleet Retail Finance Inc.
                   The CIT Group/Business Credit, Inc.
                      and additional lenders acceptable
                      to the Agent


COMMITMENTS:     From the Petition Date through entry of a Final
                   DIP Financing Order:

                       Bank of America            $50,000,000
                       Fleet                       50,000,000
                       CIT                         50,000,000
                                                 ------------
                            Total                $150,000,000

                   From entry of a Final DIP Financing Order
                   through the Consumer Credit Card Account Line
                   Expiration Date:

                       Bank of America, N.A.     $133,333,333
                       Fleet Retail Finance Inc.  133,333,333
                       CIT                        133,333,333
                                                 ------------
                            Total                $400,000,000

                   On and after the Consumer Credit Card Account
                   Line Expiration Date:

                       Bank of America           $116,666,667
                       Fleet                      116,666,667
                       CIT                        116,666,667
                                                 ------------
                            Total                $350,000,000

SOLE LEAD
ARRANGER AND
BOOK MANAGER:    Banc of America Securities, LLC.

MATURITY DATE:   March 17, 2005

INTERIM
AVAILABILITY:    Pending entry of a Final DIP Financing
                   Order, the lesser of:

                   (1) $150,000,000 and

                   (2) up to the sum of

                       (A) the lesser of

                           (1) 50% of the aggregate amount of
                               Eligible Inventory of the
                               Borrowers and Eddie Bauer
                               Canada, calculated at the lower
                               of cost (on a FIFO basis) or
                               market value and

                           (2) 75% of the aggregate Orderly
                               Liquidation Value of Eligible
                               Inventory of the Borrowers and
                               Eddie Bauer Canada and

                       (B) the LC Inventory Availability at
                           such time,

                       minus

                       the sum of (x) outstanding DIP Facility
                       obligations and (y) reserves (if any)
                       established by the Agent for interest
                       obligations, the Carve-Out, claims
                       against any Lender or the Agent under
                       Section 506(c) of the Bankruptcy Code
                       and other claims against any of the
                       Borrowers that the Agent reasonably
                       believes could have priority over the
                       Obligations and all other Reserves the
                       Agent thinks reasonable, including
                       reserves for gift certificates,
                       shrinkage, returns, markdowns and
                       anything else.

PERMANENT
AVAILABILITY:    Following entry of a Final DIP Financing
                   Order, the lesser of:

                   (1) $400,000,000 and

                   (2) up to the sum of:

                       (A) 85% of the aggregate Net Amount of
                           Eligible Major Credit Card
                           Receivables

                       plus

                       (B) the lesser of:

                           (1) 65% of Eligible Inventory of the
                               Borrowers and Eddie Bauer Canada

                               calculated at the lower of
                               cost (on a FIFO basis) or market
                               value and

                           (2) 85% of the aggregate Orderly
                               Liquidation Value of Eligible
                               Inventory of the Borrowers and
                               Eddie Bauer Canada

                       plus

                       (C) the LC Inventory Availability --
                           which is 72.25% of the sum of the
                           Orderly Liquidation Value of Eddie
                           Bauer Inventory, and Newport
                           Inventory in transit from foreign
                           manufacturers whose claims are
                           backed by Letters of Credit;

                       plus

                       (D) prior to approximately August 1,
                           2003, the least of:

                           (1) 70% of the aggregate Net Amount
                               of Eligible Consumer Credit Card
                               Receivables

                           (2) the sum of

                               (x) 85% of the aggregate Net
                                   Liquidation Value of
                                   Eligible Consumer Credit
                                   Card Receivables and

                               (y) the lesser of $45,000,000
                                   50% of the quick sale value
                                   of the Debtors' Real Estate
                                   and

                           (3) $50,000,000 less the aggregate
                               amount of reductions (not to
                               exceed $50,000,000) of the
                               Lenders' Commitments;

                       plus

                       (E) after approximately August 1, 2003,
                           the lesser of:

                           (x) $15,000,000 less the aggregate
                               amount of reductions of the
                               Lenders' Commitments made under
                               Section 4.2(b) that have not
                               been applied to reduce the
                               amount of clause (D)(3) above
                               and

                           (y) 50% of the quick sale value of
                               the Debtors' Real Estate

                       plus

                       (F) during a 90-day period between July 1
                           and November 30 (the so-called Real
                           Estate Seasonal Availability Period),
                           the lesser of

                           (x) $45,000,000 (for the Real Estate
                               Seasonal Availability Period in
                               2004 and a lesser to be agreed
                               upon) less the aggregate amount
                               of reductions of the Commitments
                               made under Section 4.2(b) that
                               have not been applied to reduce
                               the amount of clause (D)(3)
                               above and

                           (y) 50% of the quick sale value of
                               the Debtors' Real Estate

                       minus

                       the sum of (x) outstanding DIP Facility
                       obligations and (y) reserves (if any)
                       established by the Agent for interest
                       obligations, the Carve-Out, claims
                       against any Lender or the Agent under
                       Section 506(c) of the Bankruptcy Code
                       and other claims against any of the
                       Borrowers that the Agent reasonably
                       believes could have priority over the
                       Obligations and all other Reserves the
                       Agent thinks reasonable, including
                       reserves for gift certificates,
                       shrinkage, returns, markdowns and
                       anything else.


LETTER OF CREDIT
SUBFACILITY:     $75,000,000 of the Interim Availability
                   and $150,000,000 of the Permanent
                   Availability is earmarked to back
                   letters of credit.  Documentary letters
                   of credit may not be issued to finance
                   the purchase of domestic inventory.

USE OF PROCEEDS: To provide for ongoing working capital
                   needs of the debtors in possession.

INTEREST:        Bank of America's prime rate plus 1.00% or,
                   at the Borrower's option, LIBOR plus 3.00%.
                   In the event of a default, the Interest Rate
                   increases by 2.00%.


FEES:            The Debtors agree to pay a variety of fees:

                   * an $8,000,000 Facility Fee;

                   * an Unused Line Fee equal to 1/2 of 1% per
                     year on each dollar not borrowed;

                   * a one-time $150,000 Administration Feel

                   * $750 per-person-per-day Field Examination
                     Fees plus expenses; and

                   * 3.00% Letter of Credit Fees.

FINANCIAL
COVENANTS:       To be determined prior to the entry of the
                   Final Order

At the First Day Hearing Monday, Judge Blackshear found that
the Debtors make their case and the evidence demonstrates
Spiegel's immediate need to put a new revolving credit and
letter of credit facility in place to continue operating their
businesses. Without such facility, Judge Blackshear finds, the
Debtors will be unable to purchase new inventory and meet other
day-to-day expenses, and will be unable to preserve their going
concern values, and the likelihood of a successful
reorganization will be greatly diminished.  Absent approval of
the Financing Agreement on an interim basis, the Debtors'
operations will be seriously disrupted, resulting in immediate
and irreparable harm to the estates. At first glance, Judge
Blackshear finds that the terms and conditions are fair and
reasonable under the circumstances.

Accordingly, the Debtors have Bankruptcy Court authority, on an
interim basis, pending a final hearing, to borrow up to
$150,000,000 from the DIP Lenders ($75,000,000 of which is
earmarked for letters of credit).  The Final DIP Financing
Hearing will be held on April 9, 2003 at 2:00 p.m. in Courtroom
601 at the United States Bankruptcy Court for the Southern
District of New York in Manhattan.  Responses and objections, if
any, to the Debtors' request for final approval of the DIP
Facility must be filed with the Clerk by 5:00 p.m. New York City
time on April 4, 2003, and copies must be served on counsel for
Debtors, the United States Trustee, and counsel to the DIP
Lenders:

            Marc D. Rosenberg, Esq.
            Benjamin Mintz, Esq.
            Kaye Scholer LLP
            425 Park Avenue
            New York, New York 10022

All of the Debtors' Post-Petition Obligations to the Agent and
the Lenders shall have superpriority administrative expense
status, in accordance with section 364(c)(1) of the Bankruptcy
Code, over any and all other expenses and claims, subject only
to the Carve-Out in the event of a default. (Spiegel Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ST. PETER'S COLLEGE: Operating Deficit Spurs S&P's Low-B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the New
Jersey Educational Facilities Authority's bonds, issued for St.
Peter's College, to 'BB+' from 'BBB'.

Standard & Poor's also said it changed its outlook on the bonds
to stable from negative.

The downgrade reflects a large operating deficit of $7.9 million
for fiscal 2002 and expectations for continued near-term
financial stress; weak liquidity, exacerbated by substantial
draws on endowment to support the operating budget and
investment performance; high debt levels of $43 million and a
moderately high debt burden of 6.1%; recent declines in
enrollment; and limited geographical diversity, with 88% of the
students coming from New Jersey and the surrounding New York
City area.

The stable outlook reflects the expectations that management's
turnaround efforts will be successful, that enrollment will
begin to increase while selectivity continues to improve, that
the deficit will be reduced, and that liquidity will improve.


SUPERIOR TELECOM: Hires Pachulski Stang as Bankruptcy Counsel
-------------------------------------------------------------
Superior TeleCom Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to hire Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC as their Bankruptcy Counsel.

The Debtors believe that, under the protection of the Bankruptcy
Code, they will be able to restructure their indebtedness and
propose a plan of reorganization.  To help them move forward,
the Debtors need to hire Pachulski Stang to:

      a. provide legal advice with respect to the Debtors' powers
         and duties as a debtors in possession in the continued
         operation of their business and management of their
         properties;

      b. prepare and pursue confirmation of a plan and approval
         of a disclosure statement;

      c. prepare on behalf of the Debtors necessary applications,
         motions, answers, orders, reports and other legal
         papers;

      d. appear in Court on behalf of the Debtors and in order to
         protect the interests of the Debtors before the Court;
         and

      e. perform all other legal services for the Debtors that
         may be necessary and proper in these proceedings.

The principal attorneys presently designated to represent the
Debtors and their current standard hourly rates are:

           Laura Davis Jones           $560 per hour
           James I. Stang              $560 per hour
           Michael R. Seidl            $325 per hour
           Curtis A. Hahn              $300 per hour
           Cheryl A. Knotts            $130 per hour
           Timothy M. O'Brien          $120 per hour

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


SWIFT & CO: S&P Assigns B Rating to $150-Mil. Senior Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
beef and pork processor Swift & Co.'s $150 million senior
subordinated notes due 2010, issued under Rule 144A with
registration rights. The issuance of the notes will not provide
Swift & Co. with any new proceeds, as the notes were originally
issued to ConAgra Foods Inc. (BBB+/Stable/A-2) on
September 19, 2002, for partial consideration for the
acquisition of ConAgra's beef and pork business. ConAgra will be
the selling noteholder.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit, 'BB' senior secured bank loan, and 'B+' senior unsecured
debt ratings on Swift.

The outlook on Greeley, Colorado-based Swift is stable. The
company had about $650 million of total debt outstanding as of
Nov. 24, 2002.

"The ratings reflect Swift's debt levels, which are relatively
high for a commodity-oriented protein processor with low margins
operating in a very challenging environment," said Standard &
Poor's credit analyst Ronald Neysmith. "However, these concerns
are somewhat mitigated by Swift's strong No. 3 positions in both
the U.S. beef and pork processing industries, by a diverse
customer base, and by high barriers to entry."

On Sept. 19, 2002, ConAgra Foods spun off a 55% interest in its
fresh beef and pork processing business (Swift & Co.) to a new
venture led by Hicks, Muse, Tate & Furst and Booth Creek for
total consideration of $1.1 billion. ConAgra has retained a 45%
interest in Swift.

Swift's strength is derived from its scale and leading position
in the U.S. beef and pork market. Swift is also the largest beef
processor in Australia, which provides an important platform for
export.

Swift expects to increase incremental sales by improving its
value-added product line and by concentrating on the expansion
of its international sales channels and food service. However,
Standard & Poor's believes that the company could face long-term
challenges from larger and financially stronger competitors such
as Tyson Foods Inc. (BBB/Negative/A-2), Smithfield Foods Inc.
(BBB-/Watch Neg/--) and Cargill Inc. (A+/Negative/A-1).


TENFOLD CORP: Introduces New Interfaces' TransposeGrids Feature
---------------------------------------------------------------
TenFold Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced an important new feature for
its BrowserClient(TM) and WindowsClient(TM) user interfaces
called TransposeGrids(TM).

"We worked with one of our insurance company customers to build
TransposeGrids," said Alexei Chadovich, TenFold Senior Vice
President of Development.  "This is a clever user interface
feature.  It is particularly useful for automobile insurance
applications with many cars and many drivers as it reduces data
entry time for an insurance agent.  It makes quoting a policy a
lot faster and easier."

BrowserClient is a browser-based, and WindowsClient is a
Windows-based user interface for Universal Application-powered
systems.  TransposeGrids is a new Universal Application feature
that lets an applications developer design a transaction in
which a two-dimensional spreadsheet display can be flipped so
that the information in the columns converts to rows and the
rows convert to columns.  With TransposeGrids, end-users can
transpose a spreadsheet display at the click of a mouse without
changing transaction context.  Applications developers can
control the TransposeGrids display at build time or give
end-users flexibility to flip rows and columns at run-time.

"With TransposeGrids, you can present data in very complex
transactions in a natural way," said Dr. Robert Jacobs,
TenFold's Director of Customer Support.  "End-users at our
insurance company customer really seem to like it. Because this
feature is built into the Universal Application rendering
engine, all our support customers automatically benefit from
it."

At least one TenFold customer has installed and is already using
TransposeGrids.  You can obtain complete, detailed Release Notes
by contacting TenFold.  TenFold releases are typically available
on over twenty different hardware and software platforms.

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM), to organizations that face the daunting task of
replacing obsolete applications or building complex applications
systems.  Unlike traditional approaches, where business and
technology requirements create difficult IT bottlenecks,
Universal Application technology lets a small, business team
design, build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed and limited demand on
scarce IT resources.  For more information,
http://www.10fold.com

                         *     *     *

On February 10, 2003, TenFold Corporation dismissed its
independent accountant, KPMG LLP, and engaged the services of
Tanner + Co., as the Company's new independent accountant for
its last fiscal year ending December 31, 2002 and its current
fiscal year ending December 31, 2003. The Audit Committee of the
Company's Board of Directors approved the dismissal of KPMG and
the appointment of Tanner as of February 10, 2003.

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2001 contained a separate
paragraph stating, in relevant part:  "The accompanying
consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company
will continue as a going concern. The Company suffered a
significant loss from operations during the year ended December
31, 2001, has a substantial deficit in working capital and
stockholder's equity at December 31, 2001, had negative cash
flow from operations for the year ended December 31, 2001 and is
involved in significant legal proceedings that raise substantial
doubt about its ability to continue as a going concern."


UNITED AIRLINES: Asks Court to Enjoin IRS from Violating Stay
-------------------------------------------------------------
For several months, the U.S. Internal Revenue Service has been
prepared to pay $126,000,000 in tax overpayments to United
Airlines Debtors. Moreover, the IRS is prepared to process and
pay a $262,000,000 tax refund arising from United's carryback of
net operating losses.  However, the U.S. Government, acting
through the Department of Justice, has improperly imposed an
"administrative freeze" in violation of the automatic stay and
prohibited the IRS from remitting any of the $388,000,000 owed
to United.  The U.S. Government asserts that it has $50,000,000
of prepetition claims -- a figure that United vigorously
disputes and estimates is closer to $5,000,000 -- that can be
offset against the amounts due.  The U.S. Government has
refused, without justification, to remit any excess funds
without United's agreement to waive legal rights to setoff.

According to James H.M. Sprayregen, Esq., the U.S. Government
has done more than improperly impose an administrative freeze to
protect its rights; it has failed to timely seek this Court's
authority to conduct a setoff and, therefore, has waived those
rights.

The Debtors have engaged the U.S. Government for weeks in
fruitless discussions and the Government has yet to produce any
itemization or detail of the alleged claims.  United has no
choice but to file this Motion to facilitate remittance of the
money to the estate.  This money is of vital importance to
United's ongoing business operations and will be even more
crucial if a military operation commences against Iraq.

The Debtors request an order:

    -- finding the U.S. Government to be in violation of the
       automatic stay;

    -- ordering the U.S. Government to comply with the stay;

    -- deeming the Government's refusal to seek Court approval to
       conduct a setoff to be a waiver of it setoff rights
       requiring payment to United's estate of all property; and

    -- requiring the Government to file a motion seeking to lift
       the automatic stay to exercise setoff rights.

                          The IRS Responds

The U.S. Government states that it offered to refund all but
$50,000,000 if the Debtors agreed to conditions designed to
ensure that the U.S. would not be prejudiced.  For example, the
Government wanted the funds to secure claims of the U.S. against
any of the 28 Debtors.  This was asked for because the refunds
involve an issue of first impression: to what extent claims
against a member of a consolidated group can be offset against a
consolidated refund.  The U.S. was concerned that Debtors might
assert that the $50,000,000 was owed to companies other than
those against whom the U.S. expected to have claims.  For
example, if Debtors asserted that only 10% of the overpayment
could be allocated to United, then Debtors might argue that only
10% of the $50,000,000 was available for setoff against the
Government's claims.  The U.S. proposal did not state that its
claims are more than $50,000,000; it insisted on meaningful
adequate protection in case claims exceeded that amount.

At least nine federal agencies are likely to have prepetition
claims which are secured by setoff.  Collectively, the claims
may exceed the disputed overpayment amount.  Indeed, there may
be claims arising out of a fraud investigation being conducted
by the Department of Justice and the U.S. Air Force, Office of
Special Investigations.  At this stage, the Government's claims
cannot be quantified with precision.  This is an extraordinarily
complex bankruptcy case involving 28 corporations with
international operations.

The Debtors also assert that the Government violated the
automatic stay by improperly withholding payment on applications
for carryback and refund adjustments.  However, Debtors have not
asserted that the IRS was required to pay these funds by the
date the Motion was filed.  The Government asserts it has 90
days to act upon the application.

Patrick J. Fitzgerald, Esq., United States Attorney, Civil
Division of the Justice Department, says if the Debtors want to
pursue the extraordinary relief earlier sought, they must
initiate an adversary proceeding, in which the U.S. is afforded
reasonable notice and a full and fair opportunity to be heard.
(United Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


US AIRWAYS: Settles Admin. Claim Dispute with Wachovia Bank N.A.
----------------------------------------------------------------
US Airways Group and Wachovia Bank N.A. inked a Stipulation
settling their long-running dispute.

J. David Folds, Esq., at Piper Rudnick, in Washington, D.C.,
reminds the Court that the Debtors lease Aircraft and Engines
under 42 Equipment Trust Agreements, where Wachovia is Indenture
Trustee or Equipment Trust Trustee.  The Debtors have rejected
nine Wachovia leases.  Between August 11, 2002 and the rejection
dates, the Aircraft remained in the Debtors' possession and the
Debtors continued to receive the benefits of their use.  On
November 1, 2002, Wachovia filed a Motion requesting payment of
an administrative claim.  The Debtors objected on December 10,
2002.  Of the nine leases in question, the Debtors and Wachovia
have reached a consensual resolution for seven (Tail Nos. N407,
N408, N411, N412, N413, N415 and N534).  The remaining two
leases will be addressed in a separate stipulation later.

1) In full satisfaction of Wachovia's claim, the Debtors will
     pay $1,080,000 to Wachovia by wire transfer; and

2) Wachovia waives all right to seek adequate protection
     payments or administrative claim priority.

Judge Mitchell signs the Stipulation making it final. (US
Airways Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VERITAS DGC: Fitch Ratchets Sr. Secured Debt Rating Down a Notch
----------------------------------------------------------------
Fitch Ratings has downgraded the senior secured debt rating of
Veritas DGC Inc.'s to 'BB' from 'BB+'. The downgrade is the
result of higher than expected leverage and weaker than expected
results from Veritas following more than four years of above
average commodity prices. Additionally, Fitch believes that the
seismic sector will remain weak in 2003 as E&P companies are
reluctant to put significant money into exploration projects
given the turmoil throughout the world. Finally, Veritas is
using the proceeds from its recently completed bank facility to
redeem all of its 9.75% senior unsecured notes. Therefore, Fitch
is withdrawing the senior unsecured rating. The Rating Outlook
remains Negative due to the weak outlook for the seismic sector.
The recently completely $250 million senior secured bank
facility consists of $195 million of term debt and a $55 million
revolver. The $195 million of term debt is divided among three
tranches. The $30 million term A-tranche matures in February
2006, the $125 million term B-tranche matures in February 2007
and the $40 million, 2nd priority term C-tranche matures in
February 2008. Subsequent to our November 2002 review of
Veritas, the company has increased the amount of debt
outstanding from $140 million to approximately $211 million
currently. While this latest transaction provides for additional
liquidity, it limits any type of de-levering measures for
several years. Following four years of stronger than average
prices for oil and natural gas, Fitch anticipated meaningful
improvement in Veritas' credit profile that never materialized.
Seismic demand was slow to grow in recent years as geophysicists
at E&P companies evaluated seismic data obtained through
numerous acquisitions. Secondly, an excess supply of marine
seismic vessels has hampered margins and will likely continue to
do so until capacity is reduced. Finally, seismic data
processing companies have had huge capital requirements for R&D,
technology development and maintaining an attractive multi
client library. This has resulted in several years of negative
free cash flow for Veritas. Until this point, Veritas has
maintained its rating by continuing to fund cash flow short
falls and/or acquisitions with equity. In the past six years
Veritas has issued more than $220 million of equity. However,
with its stock price lagging in recent months, Fitch is
skeptical that Veritas will be issuing equity in the near-to-
intermediate term.

The Rating Outlook is Negative for Veritas' rating due to
Fitch's pessimistic view of the seismic sector in 2003. However,
Veritas' rating is supported by the modest financial performance
of the company, its recent commitment to generating positive
free cash flow and by its international diversification of its
seismic operations.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of seismic data acquisition, seismic data processing
and multi-client data to the petroleum industry in selected
markets worldwide. The company acquires seismic data in land,
marsh, swamp, tidal (transition zone) and marine environments.
Veritas processes the data acquired by its own crews and crews
of other operators. Veritas also acquires seismic data both on
an exclusive contractual basis for its customer and on its own
behalf for licensing to multiple customers on a non-exclusive
basis.


WINDSOR WOODMONT: Court Approves Irell & Manella's Engagement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave its
nod of approval to Windsor Woodmont Black Hawk Resort
Corporation's application to engage Irell & Manella LLP as
General Bankruptcy Counsel.

The professional services that Irell & Manella will render to
the Debtor may include:

      a) preparing all schedules, reports, plans, disclosure
         statements, pleadings, motions and other documents as
         may be required in the chapter 11 case;

      b) assisting the Debtor in negotiating and obtaining
         confirmation of a Plan of Reorganization; and

      c) performing all other bankruptcy law related services for
         Debtor which may be necessary.

Irell & Manella's professionals bill their services base on
their current hourly rates:

      Richard Borow        Partner       $565 per hour
      William N. Lobel     Partner       $565 per hour
      Jeffrey M. Reisner   Partner       $450 per hour
      Christina Byrd       Partner       $495 per hour
      Richard Berger       Of Counsel    $480 per hour
      Mike D. Neue         Associate     $350 per hour
      Jill Reza            Law Clerk     $180 per hour
      Patty Naegely        Paralegal     $160 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: Wins Nod to Assume Amended Southwest Airlines Pact
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained the Court's
authority to assume a frequent flyer agreement with Southwest
Airlines, as amended.

                          Backgrounder

Prior to the Petition Date, the Debtors and Southwest Airlines
Co. entered into an agreement dated January 1, 2000.  SWA hosts
a frequent flyer program under which individuals enrolled in the
program are issued "Rapid Rewards Credits" for traveling on SWA
that they may exchange for free travel.  Pursuant to the
Agreement, the Debtors and SWA have instituted a program whereby
SWA awards Credits to the Debtors' customers who have enrolled
in the Program, for ongoing usage of the Debtors' services or in
connection with special bonuses, including enrollment bonuses,
retention offers, usage stimulation, and other bonuses.  The
Debtors are obligated to pay SWA $10 for each Credit posted
under the Program.

The Debtors have the ultimate responsibility for marketing the
Program and are obligated to spend at least $2,000,000 each year
of the Agreement to market and promote the Program.  In
addition, the Debtors are obligated to allocate $200,000 each
year of the term of the Agreement to be used for mutually agreed
on promotional activities.  In exchange, no less than four times
per year, SWA must provide a list including names, addresses and
phone numbers of its Members and any other SWA customers to the
Debtors to enable them to market the Program directly via mail
and telemarketing.  Finally, the Agreement provides that the
Debtors will be the exclusive telecommunications provider
associated with the Program.  By its terms, the Agreement is
scheduled to expire on February 28, 2003. As of the Petition
Date, the Debtors owed SWA about $2,200,000 for Credits posted
prepetition.

The Program provides the Debtors with the opportunity to market
to the SWA customer base by offering additional ways to earn
Credits.  If the Agreement is allowed to expire by its terms,
the Debtors estimate that they will lose more than $50,000,000
in revenue and lose significant EBITDA due to the loss of the
opportunity to market to this additional customer base and the
potential loss of customers currently enrolled in the Program.
If the Agreement is not renewed, the Debtors expect an increased
customer churn and a significant loss of telemarketing data in
both the long distance and local campaigns because the SWA List
would be unavailable to the Debtors.  Therefore, on January 8,
2003, the Debtors executed Amendment Number 3 to the Agreement,
which extends the term of the Agreement through December 31,
2003.  The Amendment also provides that the Debtors must file a
motion requesting approval of the assumption of the Agreement,
as modified by the Amendment, and to allow payment of all
prepetition arrearages amounting to about $2,200,000. (Worldcom
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


XETEL CORPORATION: Brings-In Brobeck Phleger as Special Counsel
---------------------------------------------------------------
XeTel Corporation sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Texas to retain
Brobeck, Phleger & Harrison, LLP as Special Counsel, nunc pro
tunc to October 21, 2002.

As special counsel, Brobeck Phleger is expected to provide:

      a. Corporate services:

         The Debtor is required, in the on-going operations of
         its business, to conduct certain activities with the
         Securities & Exchange Commission, as well as continue
         its normal corporate governance functions, which require
         the assistance of corporate counsel. Brobeck has special
         knowledge of the Debtor's activities having been its
         corporate counsel for a significant period of time.
         Accordingly, it would be appropriate to retain Brobeck
         for these purposes.

      b. Certain litigation matters:

         Brobeck was the counsel for the Debtor on a variety of
         litigation matters. The Debtor requests that Brobeck be
         retained as special counsel to pursue litigation to
         collect amounts which are due the Debtor on the three
         lawsuits:

         1) XeTel Corp. v. Audio Intelligence Devices, No. GN-
            102123, 345th District Court, Travis County, Texas;

         2) XeTel Corp v. ION Networks, No. GN-201901, 250`h
            District Court, Travis County, Texas; and

         3) XeTel Corp. v. Digital Recorders, No. GN-203413, 53`d
            District Court, Travis County, Texas.

Brian Smith will lead the team in this engagement.  His current
hourly rate is $325 per hour.  The other attorneys in the firm
who will perform work for the Debtor bill at rates ranging from
$300 to $605 per hour.

XeTel Corporation was engaged in the business of providing
contract electronics manufacturing services. The Debtor filed
for chapter 11 protection on October 21, 2002 (Bankr. W.D. Tex.
Case No. 02-14222).  Mark Curtis Taylor, Esq., at Hohmann &
Taube & Summers, LLP represents the Debtor in its restructuring
efforts. When the Company filed for protection from its
creditors, it listed $37,733,000 in total assets and $34,271,000
in total liabilities.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0      +0.75
Finova Group          7.5%    due 2009  35.0 - 36.0      +2.0
Freeport-McMoran      7.5%    due 2006  96.0 - 97.0      +1.5
Global Crossing Hldgs 9.5%    due 2009   3.0 - 3.5       +0.5
Globalstar            11.375% due 2004  5.0  - 6.0        0.0
Lucent Technologies   6.45%   due 2029  59.5 - 61.5      +3.0
Polaroid Corporation  6.75%   due 2002   7.0 - 7.5       +0.5
Terra Industries      10.5%   due 2005  86.0 - 88.0      +1.0
Westpoint Stevens     7.875%  due 2005  32.0 - 34.0      +2.0
Xerox Corporation     8.0%    due 2027  70.5 - 72.5      +3.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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